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                                                                    EXHIBIT 10N









                          ANALYSIS & TECHNOLOGY, INC.
                         EMPLOYEE STOCK OWNERSHIP PLAN









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                               TABLE OF CONTENTS


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ARTICLE 1      PURPOSE; EXCLUSIVE BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

   1.1           Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   1.2           Exclusive Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE 2      DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

   2.1           Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
   2.2           Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
   2.3           Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
   2.4           Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
   2.5           Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
   2.6           Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
   2.7           Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   2.8           Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   2.9           Employer Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   2.10          ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   2.11          Fiduciary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   2.12          Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   2.13          Highly-Compensated Employee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   2.14          Investment Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
   2.15          Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   2.16          Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   2.17          Plan Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   2.18          Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   2.19          Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   2.20          Stock Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
   2.21          Trust and Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
   2.22          Trust Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
   2.23          Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
   2.24          Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE 3      ELIGIBILITY TO PARTICIPATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

   3.1           Initial Eligibility Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
   3.2           Eligibility Following a Termination of Employment  . . . . . . . . . . . . . . . . . . . .  8
   3.3           Determination of Eligibility by Administrator  . . . . . . . . . . . . . . . . . . . . . .  8
</TABLE>

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ARTICLE 4      CONTRIBUTIONS BY THE EMPLOYER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

   4.1           Employer's Annual Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
   4.2           Payment of Employer's Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
   4.3           Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
   4.4           Participant Contributions Prohibited . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
   4.5           Obligation of Fiduciaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

ARTICLE 5      GENERAL RULES CONCERNING ALLOCATIONS OF CONTRIBUTIONS
                 AND TRUST ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

   5.1           Accounts of Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
   5.2           Eligibility for Allocation of Employer Contributions and Forfeitures . . . . . . . . . . .  10
   5.3           Allocation of Employer Contributions and Forfeitures . . . . . . . . . . . . . . . . . . .  10
   5.4           Limitation on Participant Allocations  . . . . . . . . . . . . . . . . . . . . . . . . . .  11
   5.5           Net Value of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
   5.6           Allocation of Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
   5.7           Limitation of Participants' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
   5.8           Participants Omitted in Error  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE 6      SPECIAL RULES CONCERNING ALLOCATIONS OF EMPLOYER SECURITIES
                 AND OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

   6.1           Investment in Employer Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
   6.2           Valuation of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
   6.3           Allocation of Securities Purchased with Proceeds of Loan . . . . . . . . . . . . . . . . .  15
   6.4           Acquisition of Securities for Distribution to Participant or Beneficiary . . . . . . . . .  15
   6.5           Privileges or Restrictions on Employer Securities; In General  . . . . . . . . . . . . . .  15
   6.6           Privileges or Restrictions Applicable to Securities Acquired
                   with Stock Purchase Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE 7      BENEFITS BECAUSE OF RETIREMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

   7.1           Normal Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
   7.2           Late Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
   7.3           Early Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
   7.4           Disability Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
   7.5           Retirement Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE 8      BENEFITS BECAUSE OF DEATH  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

   8.1           Death of a Participant or Former Participant . . . . . . . . . . . . . . . . . . . . . . .  19
   8.2           Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
   8.3           Distribution in Case no Beneficiary Designated or Surviving  . . . . . . . . . . . . . . .  19
   8.4           Death of a Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
</TABLE>

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ARTICLE 9      BENEFITS BECAUSE OF SEVERANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

   9.1           Severance Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
   9.2           Vested Amount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
   9.3           Years of Service in Certain Cases  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
   9.4           Forfeiture of Nonvested Balance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
   9.5           Return to Employment Before Distribution of Vested Account Balance . . . . . . . . . . . .  21

ARTICLE 10     DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

  10.1           Time for Distribution of Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
  10.2           Manner of Distribution of Retirement and Severance Benefits  . . . . . . . . . . . . . . .  22
  10.3           Manner of Distribution of Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . .  23
  10.4           Notice of Death, Retirement or Separation from Service . . . . . . . . . . . . . . . . . .  23
  10.5           Eligible Rollover Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
  10.6           Cessation of Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
  10.7           Missing Persons  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
  10.8           Delivery of Benefits by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
  10.9           Minors and Incompetents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25

ARTICLE 11     ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

  11.1           Appointment of Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
  11.2           Powers and Duties of Administrator; Administrator not to Act in
                   Discriminatory Manner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
  11.3           Committee Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  11.4           Notification of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  11.5           Administrator to Keep Accurate Records . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  11.6           Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
  11.7           Reliance on Specialists  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
  11.8           Compensation; Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

ARTICLE 12     TRUSTEE RESPONSIBILITIES; INVESTMENT OF THE TRUST FUND . . . . . . . . . . . . . . . . . . .  29

  12.1           Trust Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
  12.2           Investment of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
  12.3           Diversification of Investments or Distribution for Certain Participants  . . . . . . . . .  29
  12.4           Voting Employer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  12.5           Tendering Employer Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  12.6           Trustee's Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  12.7           Trustee's Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  12.8           Trustee's Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  12.9           Trustee's Compensation and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
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ARTICLE 13     AMENDMENT AND TERMINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

  13.1           Right to Amend or Terminate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
  13.2           Permanence of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
  13.3           Termination of Plan or Plan and Trust  . . . . . . . . . . . . . . . . . . . . . . . . . .  32
  13.4           Vesting on Termination or Partial Termination of Plan or
                   Discontinuance of Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
  13.5           Successor to Business of Employer  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
  13.6           Liquidation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
  13.7           Merger or Consolidation of Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

ARTICLE 14     TOP-HEAVY PLAN REQUIREMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

ARTICLE 15     SPENDTHRIFT PROVISION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

ARTICLE 16     AFFILIATED EMPLOYER PROVISION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

ARTICLE 17     MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38

  17.1           Rights of Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
  17.2           Obligation of the Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
  17.3           Action by the Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
  17.4           Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
  17.5           Liability of Employer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
  17.6           Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
  17.7           Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
  17.8           Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
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                          ANALYSIS & TECHNOLOGY, INC.
                         EMPLOYEE STOCK OWNERSHIP PLAN



WHEREAS, Analysis & Technology, Inc. (hereinafter referred to as the "Employer")
heretofore adopted the Analysis & Technology, Inc.  Employee Stock Ownership
Plan (hereinafter referred to as the "Plan") for the benefit of its Employees;
and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, the Employer wishes to amend the Plan; and

WHEREAS, it is intended that the Plan is to continue to be a qualified plan
under Section 401(a) of the Internal Revenue Code for the exclusive benefit of
the Participants and their Beneficiaries;

NOW, THEREFORE, the Plan is hereby amended and restated, effective, except as
otherwise provided, as of January 1, 1989, to read in its entirety as follows:



                     ARTICLE 1--PURPOSE:  EXCLUSIVE BENEFIT


1.1  PURPOSE.  The primary purpose of the Plan is to enable Employees of the
Employer who qualify as Participants to obtain an ownership interest in the
Employer in accordance with the terms of the Plan.  The Plan is designated as,
and is intended to constitute, an employee stock ownership plan within the
meaning of Sections 409 and 4975(e)(7) of the Internal Revenue Code of 1986 (the
"Code") and Section 407(d)(6) of the Employee Retirement Income Security Act of
1974 ("ERISA").  The Plan is not intended to provide pensions or any other form
of benefit as such, but instead to allocate to Participants and their
Beneficiaries an ownership interest in the Employer through distribution of
Employer Securities (or cash value) following a Participant's termination of
service.  Neither the Employer, its officers, directors, Employees or
shareholders, nor any Fiduciary shall have any responsibility for the value of
any stock or other securities of the Employer allocated to the Account of, or
distributed to, any Participant or Beneficiary hereunder, it being understand
that such stock or securities may decline in value or become wholly worthless
due to risks and circumstances which cannot be foreseen and which may not be
within the control of any such persons or entities.


1.2  EXCLUSIVE BENEFIT.  In no event shall the principal or income of the Plan
be paid or revert to the Employer, or be used for any purpose whatsoever other
than the exclusive purpose of providing benefits to Participants or their
Beneficiaries, and defraying the reasonable expenses of administering the Plan,
except that (a) contributions made by mistake of fact shall be returned to the
Employer within one (1) year of the date of payment, (b) amounts held in
suspense in accordance with Section 5.4 shall be returned to the Employer upon
termination of the Plan, and (c) contributions that are conditioned on the
deductibility thereof under the Code shall be returned to the Employer within
one (1) year of the disallowance of the deduction.  All contributions of the
Employer to the Plan are hereby expressly conditioned on their deductibility
under the Code.





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<PAGE>   7

                             ARTICLE 2--DEFINITIONS



2,1  "ACCOUNT" shall mean either or both of the Stock Account and Investment
Account maintained on the books of the Plan for each Participant.


2.2  "ADMINISTRATOR" shall mean the Employer, or such other individual,
committee or firm as the Board of Directors shall designate from time to time in
accordance with Section 11.1.


2.3  "BENEFICIARY" shall mean the person or persons designated by a Participant
pursuant to Section 8.2, or if no such designation is made or no designated
person survives the Participant, the person or persons specified in Section 8.3.


2.4  "BOARD OF DIRECTORS" shall mean the Board of Directors of the Employer.


2.5  "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.


2.6  "COMPENSATION" shall mean a Participant's total annual compensation paid to
him in cash by the Employer for the Plan Year (as reflected on IRS Form W-2),
including salary, overtime, commissions and bonuses, but excluding non-cash
compensation, and contributions paid under this Plan or any other program of
deferred or additional compensation, provided that a Participant's compensation
shall also include compensation which is not currently includable in the
Participant's gross income by reason of his election pursuant to Section 125,
Section 402(a)(8) or 401(k) of the Code.

Notwithstanding any provision contained herein to the contrary, only the first
$200,000 (or such amount as may be prescribed by the Secretary of the Treasury
or his delegate) of each Participant's Compensation shall be considered for all
purposes under the Plan; provided, however, that the dollar increase in effect
on January 1 of any calendar year shall be effective for the Plan Year beginning
in such calendar year.  Except as otherwise provided under Section 401(a)(17) of
the Code and the regulations thereunder, if the Plan determines Compensation
over a period of time which contains less than twelve (12) calendar months, then
the annual Compensation limit shall be the amount equal to the annual
Compensation limit for the calendar year in which the Compensation period
begins, multiplied by the ratio obtained by dividing the number of full months
in the period by twelve (12).  In determining the Compensation of a Participant
for the purposes of this limitation, the provisions of Code Section 414(q)(6)
shall apply, except to the extent that such rules shall only include the spouse
of the Participant and any lineal descendants of the Participant who have not
attained age nineteen (19) before the end of the Plan Year.  If, as a result of
the application of such rules, the adjusted $200,000 limitation is exceeded, the
limitation shall be prorated among the affected individuals' Compensation
determined under this Section prior to the application of this limitation.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each
Participant taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit.  The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Secretary of the Treasury





                                       2

<PAGE>   8

or his delegate for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Code.  The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which
Compensation is determined (determination period) beginning in such calendar
year.  If a determination period consists of fewer than 12 months, the OBRA '93
annual compensation limit shall be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the denominator
of which is 12.

For Plan Years beginning on or January 1, 1994, any reference in the Plan to the
limitation under Section 401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in
determining a Participant's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period.  For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

For purposes of determining who is a Highly-Compensated Employee, Compensation
shall mean compensation as defined in Code Section 414(q)(7).


2.7  "EMPLOYEE" shall mean any individual who is employed as a common-law
employee of the Employer.


2.8  "EMPLOYER" shall mean Analysis & Technology, Inc.


2.9  " EMPLOYER SECURITY" shall mean stock of the Employer (or any member of the
Employer's Affiliated Group (as defined in Article 16)) which meets the
requirements of Section 409(1) of the Code.


2.10  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.


2.11  "FIDUCIARY" shall mean the Administrator, the Trustee and all other
persons who are fiduciaries (within the meaning of Section 3(21)(A) of ERISA)
with respect to the Plan.


2.12  "FISCAL YEAR" shall mean the regular annual accounting period of the
Employer for federal income tax purposes.


2.13  "HIGHLY-COMPENSATED EMPLOYEE" shall mean any Employee of the Employer who:

      (a) was a five percent (5%) owners of the Employer (as defined in Section
416(i)(1) of the Code) during the "determination year" or "look-back year"; or

      (b) earned more than $75,000 (as increased by cost-of-living adjustments)
of Compensation from the Employer during the "look- back year"; or





                                       3

<PAGE>   9

      (c) earned more than $50,000 (as increased by cost-of-living adjustments)
of Compensation from the Employer during the "look- back year" and was in the
"Top-Paid Group" of Employees for such year (as defined under Section 414(q)(4)
of the Code and the regulations promulgated thereunder); or

      (d) was an officer of the Employer during the "look-back year" and
received Compensation during the "look-back year" from the Employer in excess of
fifty percent (50%) of the dollar limitation under Section 415(b)(1)(A) of the
Code.  The number of officers shall be limited to the lesser of (i) fifty (50)
Employees; or (ii) the greater of three (3) Employees or ten percent (10%) of
all Employees.  If the Employer does not have at least one officer whose annual
Compensation exceeds fifty percent (50%) of the dollar limitation under Section
415(b)(1)(A) of the Code, then the highest paid of the Employer shall be treated
as a Highly-Compensated Employee.

An Employee who is in the group consisting of the one hundred (100) Employees
paid the greatest Compensation during the "determination year" and also
described in subsections (b), (c) or (d) above when these subsections are
modified to substitute "determination year" for "look-back year", shall be
deemed a Highly-Compensated Employee for the determination year.

An Employee who separated from Service prior to the determination year shall be
treated as a Highly-Compensated Employee for the determination year if such
Employee was a Highly-Compensated Employee when such Employee separated from
Service, or was a Highly- Compensated Employee at any time after attaining age
fifty-five (55).

For purposes of this Section, the "determination year" shall be the Plan Year
for which a determination is being made as to whether an Employee is a
Highly-Compensated Employee.  The "look-back year" shall be the twelve
(12)-month period immediately preceding the determination year.  However, if the
Employer shall elect, the "look-back year" shall be the calendar year ending
with or within the Plan Year for which testing for the determination of which
Employees are Highly-Compensated Employees is being performed, and the
"determination year" (if applicable) shall be the period of time, if any, which
extends beyond the "look-back year" and ends on the last day of the Plan Year
for which such testing is being performed (the "lag period").  If the "lag
period" is less than twelve (12) months, the dollar threshold amounts specified
in (b), (c) and (d) above shall be pro rated based upon the number of months in
the "lag period".

If an individual is a member of the "family" (within the meaning of Section
414(q)(6)(B) of the Code) of a five percent (5%) owner or a Highly-Compensated
Employee in the group consisting of the ten (10) Highly-Compensated Employees
paid the greatest Compensation during the determination and/or look-back year,
then such individual shall not be considered a separate Employee, and any
Compensation paid to such individual (and any contribution or benefit on behalf
of such individual) shall be treated as if paid to (or on behalf of) the five
percent (5%) owner or such Highly-Compensated Employee.


2.14  "INVESTMENT ACCOUNT" shall mean an account maintained on the book of the
Plan by the Administrator or the Trustee for the purpose of recording each
Participant's beneficial interest in assets of the Trust other than Employer
Securities, and any income, expenses, gains or losses attributable thereto and
any distributions therefrom.





                                       4

<PAGE>   10

2.15  "PARTICIPANT" shall mean any Employee who has satisfied the requirements
for eligibility to participant in the Plan in accordance with Article 3. "FORMER
PARTICIPANT" shall mean a Participant whose employment by the Employer has
terminated and for whom an amount remains in the Trust Fund which is allocable
to his Account.


2.16  "PLAN" shall mean the Analysis & Technology, Inc. Employee Stock Ownership
Plan as set forth herein, with any and all supplements and amendments which may
be in effect.


2.17  "PLAN YEAR" shall mean the regular annual accounting period of the Plan
and Trust, which shall be the twelve (12) consecutive- month period beginning
January 1 and ending December 31.


2.18  "RETIREMENT" shall mean a termination of employment which meets the
requirements of Article 7.


2.19  "SERVICE" is the period of an Employee's employment credited under the
Plan.  Definitions related to Service are as follows:

     "EMPLOYMENT COMMENCEMENT DATE" shall mean the date on which an Employee
first rendered an Hour of Service to the Employer;

      "HOUR OF SERVICE" shall mean the following:

             (a)    Each hour for which an Employee is paid, or entitled to
     payment, for the performance of duties for the Employer.  These hours shall
     be credited to the Employee for the Plan Year or Years in which the duties
     are performed.

             (b)    Each hour for which an Employee is paid, or entitled to
     payment, by the Employer on account of a period of time during which no
     duties are performed (irrespective of whether the employment relationship
     has terminated) due to vacation, holiday, illness, incapacity (including
     disability), jury duty, military duty, or leave of absence; provided,
     however, that

                    (1)    no more than 501 Hours of Service shall be credited
                           under this paragraph (b) to an Employee on account of
                           any single continuous period during which the
                           Employee performs no services (whether or not such
                           period occurs in a single Plan Year or other
                           computation period);

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

                    (3)    Hours of Service shall not be credited for a payment
                           which solely reimburses an Employee for medical or
                           medically related expenses incurred by the Employee.


                                       5

<PAGE>   11

             (c)    Each hour for which back pay, irrespective of mitigation of
     damages, is either awarded or agreed to by the Employer; provided, however,
     that the same Hours of Service shall not be credited under both paragraph
     (a) above and this paragraph (c), and provided, further, that no more than
     501 Hours of Service shall be credited under this paragraph (c) with
     respect to payments of back pay, to the extent that such back pay is agreed
     to or awarded for a period of time described in paragraph (b) above, during
     which the Employee did not or would not have performed any duties.  These
     hours shall be credited to the Employee for the Plan Year or Years to which
     the award, agreement or payment pertains, rather than the Plan Year in
     which the award, agreement or payment is made.

     Hours of Service for non-performance of duties shall be credited in
     accordance with DOL Regulations Section 2530.200b-2(b).  Hours of Service
     shall be credited to the applicable computation period in accordance with
     DOL Regulations Section 2530.200b- 2(c).

     "BREAK IN SERVICE" shall mean a Plan Year during which an Employee was not
     credited with more than 500 Hours of Service.

     An Employee who is absent from work on account of pregnancy or of the birth
     or adoption of a child, or for purposes of caring for a newborn or newly
     adopted child, shall be credited during such absence with the number of
     Hours of Service which would normally have been credited to him but for
     such absence (or, if the number just described cannot be determined, with
     eight (8) Hours of Service per day of such absence); provided, however,
     that no more than 501 Hours of Service shall be credited with respect to
     any such pregnancy, birth or adoption; and further provided that the
     Employee must furnish such information as shall be reasonably required to
     establish the reason for such absence and its duration.  Hours of Service
     shall be credited in accordance with this paragraph for the computation
     period in which the absence begins, if necessary to prevent the Employee
     from incurring a Break in Service in that period, or if not, in the
     computation period next following that in which the absence begins.

     "YEARS OF SERVICE" shall mean a Plan Year during which an Employee or
     Participant is credited with at least one thousand (1,000) Hours of
     Service.


2.20  "STOCK ACCOUNT" shall mean an account maintained on the books of the Plan
by the Administrator or the Trustee for the purpose of recording the number of
full and fractional shares of Employer Securities allocable to a Participant,
Former Participant or Beneficiary, and any additions, deletions or distributions
of shares of securities from such account.


2.21  "TRUST" and "TRUST FUND" shall mean the fund established pursuant to the
Trust Agreement, into which contributions are to be made and from which benefits
are to be paid in accordance with the terms of the Plan.


2.22  "TRUST AGREEMENT" shall mean the trust agreement adopted by the Employer
and relating to the Plan, with any and all supplements and amendments which may
be in effect.


2.23  "TRUSTEE" shall mean the trustee or trustees who may, from time to time,
be acting as trustee under the Trust Agreement.





                                       6

<PAGE>   12

2.24  "VALUATION DATE" shall mean the date or dates established by the
Administrator for the valuation of the assets of the Trust.  Valuation Dates
shall occur no less frequently than once every Plan Year.  In the absence of any
action by the Administrator establishing a later date, the Valuation Date shall
be the last day of the Plan Year preceding the event requiring reference to a
Valuation Date.





                                       7
<PAGE>   13

                     ARTICLE 3--ELIGIBILITY TO PARTICIPATE



3.1  INITIAL ELIGIBILITY PERIOD.  All Employees participating in the Plan prior
to this restatement shall continue to participate, subject to the terms hereof.
Each other Employee shall become a Participant as of the last day of the first
Plan Year in which he is credited with at least one thousand (1,000) Hours of
Service, provided he is a member of an eligible class of Employees.  To be a
member of an eligible class of Employees, an Employee must be employed by a Cost
Center, Segment or Subsidiary identified on Schedule I attached hereto for the
specified Plan Year.


3.2  ELIGIBILITY FOLLOWING A TERMINATION OF EMPLOYMENT.  A Participant who
returns to employment with the Employer after a termination of employment shall
become eligible to participate as of the date on which he first completes an
Hour of Service following his return; provided, however, that if such
Participant was not vested in any portion of his Account balance derived from
Employer contributions and such Participant incurred five (5) consecutive Breaks
in Service prior to his reemployment, such Participant shall again become a
Participant in accordance with the provisions of Section 3.1.


3.3  DETERMINATION OF ELIGIBILITY BY ADMINISTRATOR.  The determination of an
Employee's eligibility to participate in the Plan shall be made by the
Administrator from the records of the Employer, and the Administrator's
determination shall be conclusive upon all persons.





                                       8

<PAGE>   14

                    ARTICLE 4--CONTRIBUTIONS BY THE EMPLOYER



4.1  EMPLOYER'S ANNUAL CONTRIBUTION.  For each Plan Year, the Employer shall
contribute to the Trust such amount of cash or Employer Securities as the Board
of Directors shall determine; provided that for any Plan Year in which there is
outstanding any "Stock Purchase Loan" (as defined in Section 6.3), the Employer
shall contribute to the Trust at least that amount of cash necessary to amortize
the loan in accordance with its terms; and provided, further, that the Employer
contribution may vary the amount allocated among the participating Cost Centers,
Segments and Subsidiaries identified on Schedule I attached hereto.


4.2  PAYMENT OF EMPLOYER'S CONTRIBUTION.  The Employer's contribution for each
Plan Year shall be paid directly to the Trustee within the time required by law
in order to obtain a deduction of the amount of the contribution for federal
income tax purposes.  Any such payments shall constitute a part of the Trust
upon their receipt by the Trustee, and the Trustee may either (a) use or apply
such payments to the repayment of principal or interest of any Stock Purchase
Loan (as defined in Section 6.3), or (b) allocate such amount among the Accounts
of Participants eligible to participate in the contribution as provided in
Section 5.2.


4.3  SCHEDULE.  As soon as is practicable after the end of each Plan Year, the
Administrator shall prepare a schedule showing:

      (a)    the name of each Employee eligible to participate in the Employer's
contribution and any forfeitures for the Plan Year;

      (b)    the number of Years of Service each such Employee has completed
through the end of the Plan Year; and

      (c)    the amount of each such Employee's Compensation for the Plan Year.


4.4  PARTICIPANT CONTRIBUTIONS PROHIBITED.  Participants are neither required
nor permitted to make contributions under the Plan.


4.5  OBLIGATION OF FIDUCIARIES.  No Fiduciary shall be under a duty to inquire
into the correctness of the amount or, nor to enforce payment of, any
contribution to be made hereunder by the Employer, and no one shall have any
right to question any determination of the Board of Directors concerning the
amount of the Employer's contribution or the failure to make a contribution in
any given year.





                                       9

<PAGE>   15

                ARTICLE 5--GENERAL RULES CONCERNING ALLOCATIONS
                       OF CONTRIBUTIONS AND TRUST ASSETS



5.1  ACCOUNTS OF PARTICIPANTS.  The Administrator or the Trustee shall maintain
two separate accounts on the books of the Plan for each Participant.  One such
account shall be called the "Stock Account" and shall reflect the number of full
and fractional shares of Employer Securities allocated to the Participant in
accordance with Sections 5.2 and 5.6.  The other such account shall be called
the "Investment Account" and shall reflect the Participant's interest in assets
of the Trust Fund allocated to him in accordance with Sections 5.2 and 5.6 other
than Employer Securities.  These accounts shall be maintained primarily for
bookkeeping purposes, and the Trustee shall not be required to segregate the
assets in the Accounts of Participants for purposes of investment or otherwise.


5.2  ELIGIBILITY FOR ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES.  To
be eligible for an allocation of Employer contributions and any forfeitures for
a Plan Year, a Participant must:

      (a)    be credited with at least one thousand (1,000) Hours of Service
             during the Plan Year; and

      (b)    be employed by the Employer in an eligible class of Employees
             (within the meaning of Section 3.1) on the last day of the Plan
             Year.


5.3  ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES.  Subject to Section
5.4 and Article 6, for Plan Years beginning after December 31, 1993, the value
of the Employer's contributions for each Plan Year, and any forfeitures then
available for allocation as described in Article 9, shall be allocated among the
eligible Participants in the proportion that the Compensation of each
Participant employed by the participating Cost Center, Segment or Subsidiary, as
the case may be, bears to the total Compensation of all such eligible
Participants employed by such Cost Center, Segment or Subsidiary.

For Plan Years beginning prior to January 1, 1994, Employer contributions for
each Plan Year shall be allocated among the Accounts of eligible Participants as
follows:

      (i)    for each one hundred dollars ($100) of Compensation or major
fraction thereof earned during such Plan Year, a Participant shall be credited
with one (1) allocation unit; and

      (ii)   for each Year of Service, a Participant shall be credited with two
(2) allocation units; and

      (iii)  the Employer contribution for such Plan Year shall be allocated to
the Account of each Participant in proportion to the ratio that the number of
allocation units credited under (i) and (ii) above to each eligible Participant
bears to the total number of such allocation units credited to all such eligible
Participants.

Forfeitures for each Plan Year prior to January 1, 1994 shall be allocated among
the Accounts of eligible Participants in proportion to the ratio that the
balance of each eligible Participant's Account bears to the total balance of all
eligible Participants' Accounts for the Plan Year.





                                       10
<PAGE>   16

Subject to Section 6.1, Employer contributions in the form of Employer
Securities shall be allocated among the Stock Accounts of the Participants, and
Employer contributions in any other form shall be allocated among the Investment
Accounts of the Participants.


5.4  LIMITATION ON PARTICIPANT ALLOCATIONS.  Any other provision of the Plan
notwithstanding, the Annual Addition (as hereinafter defined) with respect to a
Participant for any Plan Year shall not exceed an amount equal to the lesser of
(i) $30,000 (as adjusted from time to time in accordance with Treasury
Regulations issued pursuant to Section 415 of the Code), or (ii) twenty-five
percent (25%) of the Participant's compensation (as reported on Form W-2) for
the Plan Year; provided, however, that the amount just described shall be
reduced by the annual addition credited to the Participant for that Plan Year
under any other defined contribution plan (within the meaning of Section 414(j)
of the Code) maintained by the Employer, further reduced by that amount by which
his Annual Addition hereunder must be reduced in order that the sum of the
Defined Benefit Plan Fraction (as hereinafter defined) and the Defined
Contribution Fraction (as hereinafter defined), computed as of the end of the
Plan Year, shall not exceed 1.0.

For purposes of this Section 5.4, the following definitions shall apply:

      (a)    The "Annual Addition" with respect to a Participant for any Plan
Year shall mean the sum of the Employer contributions and forfeitures allocated
to his Account for the Plan Year in accordance with Section 5.3; provided,
however, that for any Plan Year in which not more than one-third of the
contributions of the Employer are allocated to the Accounts of Participants who
are Highly- Compensated Employees, the Annual Addition shall not include (1)
forfeitures of Employer Securities which were acquired with the proceeds of a
loan described in Section 404(a)(9)(A) of the Code, or (2) contributions of the
Employer to the Plan which are applied to the payment of interest on a loan
incurred for the purpose of acquiring Employer Securities as described in
Section 404(a)(9)(B) of the Code and are charged against the Participant's
Account.

      (b)    The "Defined Benefit Plan Fraction" for any Plan Year means a
fraction, the numerator of which is the projected annual benefit of the
Participant, determined as of the close of the Plan Year, under all defined
benefit plans maintained by the Employer, and the denominator of which is the
lesser of (1) the product of 1.25 multiplied by the dollar limitation in effect
under Section 415(b)(1)(A) of the Code for the Plan Year or (2) the product of
1.4 multiplied by the amount which may be taken into account under Section
415(b)(1)(B) of the Code with respect to the Participant for the Plan Year.

      (c)    The "Defined Contribution Plan Fraction" for any Plan Year means a
fraction, the numerator of which is the sum of the Annual Additions credited to
the Participant under the Plan and any other defined contribution plan
maintained by the Employer as of the close of the Plan Year, and the denominator
of which is the sum of the lesser of the following amounts determined for the
Plan Year and for each of the Participant's prior Years of Service with the
Employer:  (1) the product of 1.25 multiplied by the dollar limitation under
Section 415(c)(1)(A) of the Code for the Plan Year, or (2) the product of 1.4
multiplied by twenty-five percent (25%) of the Participant's compensation (as
reported on Form W-2) for the Plan Year.

Any amount that would otherwise be allocated to the Account of a Participant but
for the limitations set forth in this Section 5.4 (hereinafter referred to as
the "Excess Amount") shall be held in an unallocated suspense account to which
investment gains and losses shall not be allocated, and amounts shall be
withdrawn from the suspense account and allocated as hereinafter set forth:





                                       11

<PAGE>   17

             (i)    If the Participant is entitled, in accordance with Section
     5.2, to participate in contributions by the Employer at the end of the
     succeeding Plan Year, then the Excess Amount shall be reapplied to reduce
     contributions of the Employer under the Plan for that Plan Year (and for
     succeeding Plan Years) for the Participant, so that in each such year the
     sum of actual Employer contributions (including any allocation of
     forfeitures) plus the reapplied amount of Employer contributions shall
     equal the amount which would otherwise be allocated to the Participant's
     Account.  If the Participant is not entitled, in accordance with Section
     5.2, to participate in contributions by the Employer at the end of the
     succeeding Plan Year, then the Excess Amount shall be reapplied to reduce
     contributions of the Employer (including allocation of any forfeitures) for
     all remaining Participants.  If the Plan is terminated while there remains
     an Excess Amount which cannot under the limitations of this Section 5.4 be
     allocated to the Accounts of any Participants, the Excess Amount shall be
     returned to the Employer, notwithstanding any other provision hereof.

             (ii)   In lieu of or in addition to the procedures described in
     this paragraph, the Employer may, if it so elects, reduce the contribution
     to the Plan for allocation to the Account of the Participant in question by
     the amount necessary to eliminate the Excess Amount.


5.5  NET VALUE OF THE TRUST.  The Trustee shall ascertain the net value of the
Trust on the basis of the fair market values of the assets and liabilities as of
each Valuation Date.  Such net value shall reflect any estimated and unpaid
liabilities.  Solely for purposes of allocating Trust assets in accordance with
Section 5.6, such net value shall exclude (a) the amount of the Employer's
contribution paid or accrued with respect to the Plan Year to which the
valuation relates and (b) assets in the Stock Accounts of Participants.


5.6  ALLOCATION OF TRUST ASSETS.  The balance of the Investment Account of each
Participant shall be adjusted as of each Valuation Date in the following manner:
the net value of the Trust (ascertained in accordance with Section 5.5) as
determined on each Valuation Date shall be compared with the total of the credit
balances of the Investment Accounts of all Participants as of the previous
Valuation Date.  To the extent that the net value of the Trust as of the current
Valuation Date exceeds (or is less than) the total of said credit balances as of
the previous Valuation Date, the excess (or deficit) shall be credited to (or
charged against) the Investment Accounts of all Participants in the proportion
that the credit balance of the Investment Account of each Participant bears to
the total credit balances of the Investment Accounts of all Participants.

Pursuant to the rules set forth in Article 6, the credit balance of the Stock
Accounts of Participants shall be adjusted by adding thereto or deleting
therefrom the appropriate number of full and fractional shares of Employer
Securities arising from acquisitions of securities and from distributions or
other transactions occurring since the preceding Valuation Date.

Except as provided in the following sentence, for purposes of the above
computations, any distribution or transfer made to or for the benefit of a
Participant, Former Participant or Beneficiary since the previous Valuation Date
shall be charged against the credit balance of the Account from which the
distribution was made as of the Valuation Date which precedes or coincides with
the date of the distribution.  Under such nondiscriminatory procedures as the
Administrator may establish in lieu of or in addition to the allocation
procedures specified above, income, gains, losses and expenses of the Trust may
be allocated among Accounts in such equitable manner as the Administrator shall
deem appropriate to reflect the interest in the Trust of Accounts arising from
contributions or transfers to Accounts on behalf of a Participant, or
distributions or transfers from Accounts, occurring between Valuation Dates.





                                       12

<PAGE>   18

5.7  LIMITATION OF PARTICIPANTS' RIGHTS.  Nothing contained in this Article 5 or
elsewhere in the Plan shall be deemed to give any Participant any interest in
any specific part of the Trust Fund or any interest other than his right to
receive benefits in accordance with the applicable provisions of the Plan.


5.8  PARTICIPANTS OMITTED IN ERROR.  In the event a Participant is not allocated
a share of the Employer contribution or forfeitures as a result of an
administrative error in any Plan Year, the Employer may elect to (1) make an
additional contribution on behalf of such omitted Participant in an appropriate
amount, and/or (2) deduct the appropriate amount from the next succeeding
Employer contribution and/or forfeitures and allocate such amount to the
Participant's Account prior to making the allocations set forth under Section
5.3.





                                       13

<PAGE>   19

                ARTICLE 6--SPECIAL RULES CONCERNING ALLOCATIONS
                    OF EMPLOYER SECURITIES AND OTHER ASSETS



6.1  INVESTMENT IN EMPLOYER SECURITIES.  The Trust Agreement shall authorize and
direct the Trustee to invest assets of the Trust Fund primarily in Employer
Securities.  Accordingly, the Plan provides for the establishment of two
separate Accounts for each Participant, one to be designated as the Stock
Account and the other to be designated as the Investment Account. Contributions
by the Employer, forfeitures by Participants, earnings of the Trust Fund and
distributions from the Trust Fund shall be allocated to and among the Stock
Accounts and Investment Accounts of Participants in accordance with the general
rules in Article 5 and the special rules in this Article 6.

As of the last day of each Plan Year, the Administrator shall first allocate to
each Participant entitled in accordance with Section 5.2 to share in the
Employer's contributions and forfeitures for the Plan Year, an amount (computed
in dollars) equal to his proportionate share of the Employer's contributions and
forfeitures for the Plan Year, as set forth in Section 5.3.  To the extent that
the aggregate dollar amount allocable among all Participants is held by the
Trustee in the form of Employer Securities at the time the allocation is made
(which allocation may be made after the close of the Plan Year), there shall be
allocated to the Stock Account of each Participant his ratable portion of the
total number of such shares of Employer Securities.  The remaining portion of
the aggregate amount of the Employer's contributions and forfeitures allocable
among all Participants shall be allocated ratably among the Investment Accounts
of the Participants entitled in accordance with Section 5.2 to share in the
Employer's contributions and forfeiture for such Plan Year.

If the Trustee purchases Employer Securities in exchange for assets of the Trust
Fund allocable to Investment Accounts of Participants, then the Administrator or
the Trustee shall debit the Investment Accounts of all Participants ratably in
proportion to their respective values by the aggregate amount used for such
purchase, and credit the shares of Employer Securities so purchased to the Stock
Accounts of the Participants ratably in the same proportion.  If the Trustee
shall sell or exchange Employer Securities allocable to the Stock Accounts of
Participants, the Administrator or the Trustee shall debit the Stock Accounts of
the Participants by the aggregate number of shares sold or exchanged ratably in
proportion to the number of shares previously held in each such Account, and
credit to and allocate among the Investment Accounts of the Participants the
amount of cash or value of other assets received in such sale or exchange
ratably in the same proportion, provided that if the Trustee shall sell or
exchange Employer Securities allocable to the Stock Account of a Participant
pursuant to the Participant's instructions in accordance with Section 12.5, such
Account shall be debited by the number of shares so sold or exchanged and shall
be credited with the amount of cash or the other assets received for such shares
in such sale or exchange.

Unless otherwise instructed by the Employer, the Trustee shall, to the extent
feasible, reinvest in Employer Securities all dividends or other earnings and
distributions received with respect to such securities.  Additional shares so
acquired shall be allocated among the Stock Accounts of Participants ratably in
proportion to the number of shares previously held in each Account.  If and for
so long as such reinvestment is not feasible, the amount of dividends or other
earnings or distributions shall be allocated among the Investment Accounts of
Participants in proportion to the number of shares allocated to the Stock
Accounts of the Participants.  Alternatively, the Employer may direct the
Trustee to distribute dividends currently to Participants or to apply dividends
to the payments due on any Stock Purchase Loan (as defined in Section 6.3), all
as determined from time to time by the Employer in its discretion.





                                       14

<PAGE>   20

6.2  VALUATION OF SECURITIES.  The Administrator or Trustee shall ascertain the
value of Employer Securities as of each Valuation Date, in accordance with
applicable Treasury Regulations under Section 4975 of the Code.  All valuations
relied upon for purposes of any purchase, exchange or distribution by the Plan
of Employer Securities which are not readily tradable on an established
securities market shall be made by an independent appraiser meeting requirements
similar to those contained in Treasury Regulations pursuant to Section 170(a)(1)
of the Code.  The Administrator's records shall reflect the tax cost or adjusted
basis of all shares of Employer Securities acquired pursuant to the Plan.


6.3  ALLOCATION OF SECURITIES PURCHASED WITH PROCEEDS OF LOAN.  Pursuant to the
Trust Agreement, the Trustee may be directed by the Employer to borrow money for
the purpose of acquiring Employer Securities.  While any such loan (hereinafter
referred to as a "Stock Purchase Loan") or portion thereof remains outstanding,
such Employer Securities shall be held in a suspense account and shall be
allocated among the Stock Accounts of Participants, in accordance with Section
5.3, at such time and in such amounts as the Stock Purchase Loan has been
reduced by principal payments, or if appropriate, principal and interest
payments.  For purposes of Section 5.4, the Annual Addition of each Participant
for any Plan Year in which allocations are made pursuant to the foregoing
provisions of this Section 6.3 shall be calculated by reference to the amount of
Employer contributions applied to payments under the Stock Purchase Loan, rather
than to the current value of Employer Securities released from the suspense
account.


6.4  ACQUISITION OF SECURITIES FOR DISTRIBUTION TO PARTICIPANT OR BENEFICIARY.
Under Section 10.1, distributions to a Participant, Former Participant or
Beneficiary may be made either in cash or in the form of Employer Securities, or
in any combination thereof.  If, at the time any such distribution becomes
payable partly or wholly in the form of Employer Securities, the distributee's
Account does not contain a sufficient amount of Employer Securities to make the
required distribution, then the Administrator shall direct the Trustee to use
other assets allocable to the Account of the distributee to acquire additional
securities for distribution to him.  If the purchase of additional securities is
not feasible at the time in question, then the Trustee shall transfer from the
Stock Accounts of all remaining Participants the appropriate number of shares of
securities, and shall allocate the assets of the Investment Account of the
distributee among the Investment Accounts of the remaining Participants an
amount equal in value to such securities, and shall distribute such shares to
the distributee, or hold such shares in a segregated account for distribution in
accordance with the Administrator's notice.


6.5  PRIVILEGES OR RESTRICTIONS ON EMPLOYER SECURITIES; IN GENERAL.  Subject to
Section 6.6, any shares of Employer Securities contributed to or otherwise
acquired by the Trust or distributed to a Participant, Former Participant or
Beneficiary pursuant to the Plan may be made subject to such lawful rights,
privileges or restrictions as the Employer may from time to time confer or
impose, including, without limitation, a right on the part of the distributee to
cause the Employer to purchase the securities or any portion thereof, a right of
first refusal in the Employer or the Trust to purchase all or any portion the
securities thereof from the distributee, and restrictions on transfer whether
arising under applicable securities laws or otherwise; provided, however, that
the Employer shall not confer any such rights as privileges or impose any such
restrictions in a manner that discriminates in favor of Participants who are
Highly-Compensated Employees.  The Employer shall from time to time notify the
Administrator and the Trustee of any rights, privileges or restrictions that
will be applicable to shares of securities contributed to, acquired by or
distributed from the Trust.





                                       15

<PAGE>   21

6.6  PRIVILEGES OR RESTRICTIONS APPLICABLE TO SECURITIES ACQUIRED WITH STOCK
PURCHASE LOAN.  Notwithstanding any other provision of the Plan or the Trust
Agreement, the following terms or conditions shall at all times apply to any
Employer Securities acquired with proceeds of a Stock Purchase Loan:

      (a)    Right of First Refusal.  Employer Securities acquired with the
proceeds of a Stock Purchase Loan may, but need not be, subject to a right of
first refusal which meets the requirements of this paragraph (a).  Securities
subject to a right must be stock or an equity security, or a debt security
convertible into stock or an equity security, and must not be publicly traded at
the time the right may be exercised.  The right of first refusal may be in favor
of the Employer, the Trust or both in any order of priority.  The selling price
and other terms under the right must not be less favorable to the seller than
the greater of the value of the security determined under Treasury Regulations
Section 54.4975-11(d)(5), or the purchase price and other terms offered by a
buyer, other than the Employer or the Trust, making a good faith offer to
purchase the security.  The right of first refusal must lapse no later than 14
days after the security holder gives to the holder of the right written notice
that an offer by a third party to purchase the security has been received.

      (b)    Put Option.  Employer Securities acquired with the proceeds of a
Stock Purchase Loan must be subject to a put option, if at the time of its
distribution it is either subject to a trading limitation, or is not publicly
traded.  For purposes of this paragraph (b), a "trading limitation" on a
security is a restriction under any federal or state securities law, any
regulation thereunder, or an agreement, not prohibited by Treasury Regulations
Section 54.4975-7(b) affecting the security so as to make the security not as
freely tradable as one not subject to such a restriction.  The put option must
be exercisable only by a Participant, Former Participant or Beneficiary (any and
all such persons being hereinafter in this Section 6.6 referred to generally as
the "Participant") or by any donee of the Participant or by a person to whom the
security passes by reason of a Participant's death.  The put option must permit
a Participant to put the security to the Employer, and it may grant the Trust an
option to assume the rights and obligations of the Employer at the time that the
put option is exercised, but under no circumstances may the put option bind the
Trust.  If federal or state law will be violated by the Employer's honoring such
a put option, the put option must permit the security to be put, in a manner
consistent with such law, to a third party (for example, but without limitation,
to a related employer or a shareholder other than the Trust) that has
substantial net worth at the time the Stock Purchase Loan is made and whose net
worth is reasonably expected to remain substantial.

      (c)    Duration of Put Option.

                    (1)    General Rule.  A put option may be exercisable at any
      time during a period or periods which include at least (A) sixty (60) days
      beginning on the date the security subject to the put option is
      distributed by the Trustee and (B) sixty (60) days in the next following
      Plan Year, in accordance with regulations issued pursuant to Section 409
      of the Code.

                    (2)    Special Rule.  In the case of a security that is
      publicly traded without restriction when distributed, but ceases to be so
      traded within the put option period(s) set forth in subparagraph (1), the
      Employer must notify each security holder in writing on or before the
      tenth (10th) day after the date the security ceases to be so traded that
      during the remainder of such period(s) the security is subject to a put
      option.  The number of days between such tenth (10th) day and the date on
      which notice is actually given, if later than the tenth (10th) day, must
      be added to the duration of the put option.  The notice must inform
      distributees of the terms of the put options that they are to hold.





                                       16

<PAGE>   22

      (d)    Other Put Option Provisions.

                    (1)    Manner of Exercise.  A put option is exercised by
      the holder's notifying the Employer in writing that the put option is
      being exercised.

                    (2)    Time Excluded from Duration of Put Option.  The
      period during which a put option is exercisable does not include any time
      when a distributee is unable to exercise it because the party bound by the
      put option is prohibited from honoring it by applicable federal or state
      law.

                    (3)    Price.  The price at which a put option must be
      exercisable is the value of the security, as determined under Treasury
      Regulations Section 54.4975-11(d)(5).

                    (4)    Payment Terms.  The provisions for payment under a
      put option must provide that the Employer, or the Trust if the Plan so
      elects, shall repurchase the Employer Securities as follows:

                           (A)    If the distribution constitutes a total
                    distribution within the meaning of Section 409(h)(5) of the
                    Code, payment of the fair market value of the repurchased
                    Employer Securities may be made in five (5) substantially
                    equal annual payments, of which the first shall be paid not
                    later than thirty (30) days after the Participant exercises
                    the put option.  The purchaser shall pay a reasonable rate
                    of interest and provide adequate security on amounts not
                    paid after thirty (30) days.

                           (B)    If the distribution does not constitute a
                    total distribution, the purchaser shall pay the Participant
                    an amount equal to the fair market value of the Employer
                    Securities repurchased no later than thirty (30) days after
                    the Participant exercises the put option.

                    (5)    Payment Restrictions.  Payment under a put option
      must not be restricted by the provisions of a Stock Purchase Loan or any
      other arrangement, including the terms of the Employer's Articles of
      Incorporation, unless so required by applicable law.

      (e)    Nonterminable Provisions.  The foregoing provisions of this Section
6.6 shall not terminate, notwithstanding the repayment of a Stock Purchase Loan
or the cessation of treatment of this Plan as an employee stock ownership plan
within the meaning of Section 4975(e)(7) of the Code.





                                       17

<PAGE>   23

                   ARTICLE 7--BENEFITS BECAUSE OF RETIREMENT



7.1  NORMAL RETIREMENT.  Subject to Section 7.2, a Participant may retire from
the Service of the Employer on the first day of the month next following his
sixty-fifth (65th) birthday (his "Normal Retirement Date").  Upon his attaining
age sixty-five (65), the Participant's Account shall become 100% vested
notwithstanding the provisions of Section 9.2.


7.2  LATE RETIREMENT.  Notwithstanding Section 7.1, a Participant who has
reached his Normal Retirement Date may remain as an Employee of the Employer
until the date he establishes with the Employer for his retirement.  While such
a Participant continues to be an Employee, he shall have all the rights under
the Plan that he would have had if he had not yet reached his Normal Retirement
Date.


7.3  EARLY RETIREMENT.  A Participant may retire under the Plan after attaining
age sixty (60) provided his Account is 100% vested under Section 9.2.


7.4  DISABILITY RETIREMENT.  If a Participant becomes totally and permanently
disabled while in the employ of the Employer prior to his Normal Retirement
Date, his vested Account, if any, as determined under Section 9.2 shall be
distributed in accordance with Article 10.  For this purpose, total and
permanent disability shall be established by a doctor's certificate that is
satisfactory to the Administrator.


7.5  RETIREMENT BENEFITS.  Upon his Retirement, a Participant shall be entitled
to benefits under the Plan to the extent of the balance (or vested balance, as
the case may be) of his Account as of the most recent Valuation Date that
precedes or coincides with any distribution of such benefits.  Benefits
determined hereunder shall be payable at the time and in the manner determined
in accordance with Article 10.





                                       18

<PAGE>   24

                      ARTICLE 8--BENEFITS BECAUSE OF DEATH



8.1  DEATH OF A PARTICIPANT OR FORMER PARTICIPANT.  If a Participant dies while
an Employee, his Account shall become 100% vested upon his death notwithstanding
the provisions of Section 9.2, and his Beneficiary shall be entitled to benefits
under the Plan to the extent of the credit balance of his Account as of the most
recent Valuation Date that precedes or coincides with any distribution of such
benefits.  If a Former Participant dies before distribution to him of all of the
benefits to which he is entitled under the Plan has been completed, his
Beneficiary shall be entitled to benefits under the Plan to the extent of his
remaining vested Account.  Benefits determined hereunder shall be payable at the
time and in the manner determined in accordance with Article 10.


8.2  DESIGNATION OF BENEFICIARY.  A Participant or Former Participant may
designate a Beneficiary and may revoke or change any prior designation of
Beneficiary by filing with the Administrator a written designation of
Beneficiary signed by him on a form acceptable to the Administrator; provided,
however, that a Participant's designation of a Beneficiary other than his spouse
shall not take effect unless either (a) his spouse consents in writing to such
designation and the spouse's consent acknowledges the effect of such designation
and is witnessed by a notary public or a representative of the Plan, or (b) it
is established to the satisfaction of the Administrator that the Participant has
no spouse, or that spouse's consent cannot be obtained because the spouse cannot
be located, or because of such other circumstances as may be prescribed in
regulations pursuant to Section 417 of the Code.  No such designation shall be
effective unless so filed prior to the death of the Participant or Former
Participant.  The marriage of a Participant shall revoke any designation of
Beneficiary made by him before the marriage.


8.3  DISTRIBUTION IN CASE NO BENEFICIARY DESIGNATED OR SURVIVING.  If no
Beneficiary has been properly designated or if no designated Beneficiary
survives a deceased Participant or Former Participant, the Account of the
deceased shall be paid to Beneficiaries in the following order of priority:

      (a)    the Participant's spouse;

      (b)    the Participant's estate.

Provided that as a condition to payment, the Administrator may require such
receipts, releases, indemnity agreements, waivers, proofs and other documents as
it may deem necessary or desirable.


8.4  DEATH OF A BENEFICIARY.  Unless otherwise specified in the form of
designation of Beneficiary, in the event of the death of a Beneficiary who has
become entitled to receive benefits under the Plan, any benefits remaining to be
paid to the deceased Beneficiary shall be paid to his estate.





                                       19

<PAGE>   25

                    ARTICLE 9--BENEFITS BECAUSE OF SEVERANCE



9.1  SEVERANCE BENEFIT.  A Participant whose employment with the Employer
terminates for any reason other than his death or Retirement shall be entitled
to a severance benefit under the Plan to the extent of the vested portion of the
amount credited to his Account, and the remainder shall be forfeited and
re-allocated in accordance with Section 5.3.  Any severance benefit determined
under this Article 9 shall be payable at the time and in the manner determined
in accordance with Article 10.


9.2  VESTED AMOUNT.  The vested portion of the Account of a Participant shall be
an amount equal to the product obtained by multiplying:

      (a)    the credit balance of his Account as of the Valuation Date that
precedes or coincides with a distribution of benefits on account of his
termination of employment; and

      (b)    the percentage set forth below opposite the number of his Years of
Service:

<TABLE>
<CAPTION>
                           NUMBER OF
                        YEARS OF SERVICE                    VESTED PERCENTAGE
                        ----------------                    -----------------
                      <S>                                          <C>
                      Less than 3 years                              0%
                      3 years but less than 4                       20%
                      4 years but less than 5                       40%
                      5 years but less than 6                       60%
                      6 years but less than 7                       80%
                      7 years and thereafter                       100%
</TABLE>


9.3  YEARS OF SERVICE IN CERTAIN CASES.  The following rules shall apply for
purposes of determining the number of Years of Service to be credited to a
Participant who returns to employment following one or more consecutive Breaks
in Service:

      (a)    In determining the vested portion of his Account attributable to
contributions and forfeitures allocated before such Breaks in Service, Years of
Service after his Breaks in Service shall be included unless he has incurred at
least five (5) consecutive Breaks in Service.

      (b)    In determining the vested portion of his Account attributable to
contributions and forfeitures allocated after such Breaks in Service, Years of
Service prior to his Breaks in Service shall be included unless he was credited
with fewer than three (3) Years of Service prior to his Breaks in Service, and
the number of his consecutive Breaks in Service is five (5) or more.

      (c)    In the case of a Participant who returns to employment with the
Employer following five (5) or more consecutive Breaks in Service, separate
accounts shall be maintained with respect to the portions of his Account accrued
before and after his Breaks in Service.





                                       20

<PAGE>   26

9.4  FORFEITURE OF NONVESTED BALANCE.  The nonvested portion of a Participant's
Account, as determined in accordance with Section 9.2, shall be forfeited as of
the earlier of (i) the last day of the Plan Year in which the Participant
receives distribution of his vested Account or (ii) the last day of the Plan
Year in which the Participant incurs five (5) consecutive Breaks in Service. The
amount forfeited shall be reallocated to the remaining eligible Participants
pursuant to Section 5.3.

If the Participant returns to the employment of the Employer prior to incurring
five (5) consecutive Breaks in Service and prior to receiving distribution of
his vested Account, the nonvested portion shall be restored.  However, if the
nonvested portion of the Participant's Account was allocated as a forfeiture as
the result of the Participant receiving distribution of his vested Account
balance, the nonvested portion shall be restored if:

      (a)    the Participant resumes employment prior to incurring five (5)
             consecutive Breaks in Service; and

      (b)    the Participant repays to the Plan, as of the earlier of (i) the
             date which is five (5) years after his reemployment date or (ii)
             the date which is the last day of the period in which the
             Participant incurs five (5) consecutive Breaks in Service, an
             amount equal to the total distribution derived from Employer
             contributions under Section 5.3.

The nonvested amount shall be restored to the Participant's Account, without
interest or adjustment for interim Trust valuation experience, by a special
Employer contribution or from the next succeeding Employer contribution and
forfeitures, as appropriate.

For purposes of this Section 9.4, a Participant who is not vested in any portion
of his Account attributable to Employer contributions shall be deemed to have
received distribution of his Account as of the end of the Plan Year in which he
incurs a Break in Service.


9.5  RETURN TO EMPLOYMENT BEFORE DISTRIBUTION OF VESTED ACCOUNT BALANCE.  If
distribution is made to an Employee of less than the Employee's entire vested
Account, and if the Employee returns to Service, a separate record shall be
maintained of said Account balance.  The Employee's vested interest at any time
in this separate account shall be an amount equal to the formula P(AB+D)-D,
where P is the vested percentage at the relevant time, AB is the Account balance
at the relevant time, and D is the amount of the distribution made to the
Employee.





                                       21

<PAGE>   27

                      ARTICLE 10--DISTRIBUTION OF BENEFITS



10.1  TIME FOR DISTRIBUTION OF BENEFITS.  In the event of a Participant's
Retirement, disability, or death, distribution of such Participant's Account (or
vested portion thereof as the case may be) shall be made or commence no later
than one (1) year after the close of the Plan Year in which such event occurs.

In the event a Participant terminates employment with the Employer for any other
reason, distribution of such Participant's vested Account shall be made or
commence no later than one (1) year after the close of the Plan Year which is
the fifth (5th) Plan Year following the Plan Year in which the Participant
terminated employment, except that this paragraph shall not apply if the
Participant is reemployed by the Employer before distribution is required to
begin under this paragraph.

For purposes of this Section 10.1, the Account balance of a Participant shall
not include any Employer Securities acquired with the proceeds of a Stock
Purchase Loan (within the meaning of Section 6.3) until the close of the Plan
Year in which such loan is repaid in full.

Notwithstanding the foregoing provision of this Section, in no event shall
distribution of Retirement or severance benefits be made or commence later than
the April 1 of the year following the calendar year in which the Participant
attains age 70-1/2 (regardless of whether the Participant continues to be an
Employee).  Provided, however, that for any Participant who attained age seventy
and one-half (70-1/2) on or before January 1, 1988 and was not a five percent
(5%) owner of the Employer, in no event shall distribution be made or commence
later than the later of (i) the April 1 following the calendar year in which he
terminates employment or (ii) the April 1 following the calendar year in which
he attains age 70-1/2.

Notwithstanding the preceding provisions of this Section 10.1, whenever the
vested Account of a Participant exceeds $3,500, distribution of such vested
Account to the Participant shall not be made or commence prior to the
Participant's Normal Retirement Date unless the Participant shall consent in
writing to an earlier distribution.


10.2  MANNER OF DISTRIBUTION OF RETIREMENT AND SEVERANCE BENEFITS. Distribution
of a Participant's vested Account may be made in the form of a lump-sum payment
or, provided the Participant's vested Account exceeds $3,500, in substantially
equal, annual installments over a period not exceeding five (5) years (provided
that the period over which installments may be distributed may be extended an
additional year (up to an additional five years) for each $100,000 or fraction
thereof by which his vested Account exceeds $500,000, as the Participant my
elect.  Such distribution may be made in whole shares of Employer Securities,
cash or a combination of both, as determined by the Administrator; provided,
however, that a Participant shall have the right to demand distribution of his
vested Account entirely in whole shares of Employer Securities (with the value
of any fractional shares being paid in cash).

If distribution is made wholly or partially in the form of Employer Securities,
and if, at the time of distribution, the Employer Securities are not readily
tradable on an established market, the Participant shall have the right to
require the Employer to purchase such securities under a fair valuation formula
and method which complies with applicable requirements of Section 409(h) or
successor provision of the Code and the provisions of Section 6.6 of the Plan.





                                       22

<PAGE>   28

Notwithstanding the foregoing provisions of this Section 10.2, if the Employer's
charter or bylaws restrict ownership of substantially all shares of Employer
Securities to Employees and the Trust, distribution of a Participant's vested
Account may be entirely in cash without granting the Participant the right to
demand distribution in the form of Employer Securities.


10.3  MANNER OF DISTRIBUTION OF DEATH BENEFITS.  Distribution of any death
benefit shall be made in the form of a lump-sum payment and may be made in whole
shares of Employer Securities, cash or a combination of both, as determined by
the Administrator; provided, however, that a Participant's Beneficiary shall
have the right to demand distribution entirely in whole shares of Employer
Securities (with the value of any fractional shares being paid in cash).

If distribution is made wholly or partially in the form of Employer Securities,
and if at the time of distribution, the Employer Securities are not readily
tradable on an established market, the Beneficiary shall have the right to
require the Employer to purchase such securities under a fair valuation formula
and method which complies with applicable requirements of Section 409(h) or
successor provision of the Code and the provisions of Section 6.6 of the Plan.

Notwithstanding the foregoing provisions of this Section 10.3, if the Employer's
charter or bylaws restrict ownership of substantially all shares of Employer
Securities to Employees and the Trust, distribution may be entirely in cash
without granting the Beneficiary to demand distribution in the form of Employer
Securities.


10.4  NOTICE OF DEATH, RETIREMENT OR SEPARATION FROM SERVICE.  As soon as
possible after the Retirement, death or other separation from service of a
Participant or Former Participant, the Administrator shall cause to be delivered
to the Trustee a notice specifying the name and address of the Participant or
Former Participant (of, if applicable, the Beneficiary) who is entitled to
receive benefits under the Plan, and the time and manner in which such benefits
are to be paid.  If benefits are to be deferred and paid solely in the form of
Employer Securities, the notice shall direct the Trustee to liquidate the
Participant's or Former Participant's Investment Account as expeditiously as
possible and to reinvest the proceeds thereof in additional Employer Securities,
whereupon such securities together with the Participant's Securities Account
shall be distributed to or held for distribution to the Participant, Former
Participant or Beneficiary in accordance with the notice.


10.5  ELIGIBLE ROLLOVER DISTRIBUTIONS.

Notwithstanding the foregoing provisions of this Article 10, the provisions of
this Section 10.5 shall apply to distributions made on or after January 1, 1993.

      (a)    A distributee may elect, at the time and in the manner prescribed
by the Administrator, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributee in a
direct rollover.

      (b)    Definitions:

             (i)    Eligible Rollover Distribution.  An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include:  any distribution that is one of a series of substantially equal
periodic payments (not less





                                       23

<PAGE>   29

frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a specified period of ten
(10) years or more; any distribution to the extent such distribution is required
under Section 401(a)(9) of the Code; and the portion of any distribution that is
not includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to Employer Securities).

             (ii)   Eligible Retirement Plan.  An eligible retirement plan is an
individual retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code or a qualified trust
described in Section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution.  However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.

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

             (iv)   Direct Rollover.  A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.

      (c)    If a distribution is one to which Sections 401(a)(11) and 417 of
the Code do not apply, such distribution may commence less than 30 days after
the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations
is given, provided that:

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

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


10.6  CESSATION OF INTEREST.  Upon the delivery to a Participant, Former
Participant or Beneficiary of a lump sum distribution or the transfer of the
assets in his Account to the trustee of a successor tax-qualified retirement
plan, the interest of the Participant, Former Participant or Beneficiary in the
Plan and Trust shall thereupon cease.


10.7  MISSING PERSONS.  In the event that a person entitled to benefits under
the Plan cannot be located after diligent search by the Administrator or the
Trustee and the whereabouts of such person continues to be unknown for a period
of three (3) years, the Administrator may determine that the person has died,
whereupon his benefits shall be distributed to his Beneficiary, or if no
Beneficiary can be determined or located after reasonable efforts, the
Administrator may determine that such benefits are forfeited, and the amount
thereof shall be re-allocated in accordance with Section 5.3; provided, however,
that such benefits shall be restored to the Beneficiary or Former Participant
entitled thereto upon his filing a claim therefor within the time prescribed by
applicable law or regulations.





                                       24

<PAGE>   30

10.8  DELIVERY OF BENEFITS BY TRUSTEE.  Whenever the Trustee is directed to
deliver benefits in the form of Employer Securities, it shall deliver to the
Employer's transfer agent certificates for the number of shares of Employer
Securities specified by the Administrator, together with such stock transfer
powers or other documents and instructions as the transfer agent may require. If
and to the extent that benefits are to be distributed in cash, the Trustee shall
mail a check to the person or persons entitled thereto.  The delivery of
securities to the transfer agent and the mailing of a check shall be adequate
delivery by the Trustee for all purposes.


10.9  MINORS AND INCOMPETENTS.  In the event that any benefit hereunder becomes
payable to a minor or to a person under legal disability or to a person not
judicially declared incompetent but who, by reason of illness or mental or
physical disability, is in the opinion of the Administrator unable properly to
administer such benefit, then the same shall be paid out in such of the
following ways as the Administrator deems best and neither the Administrator,
the Trustee nor the Employer shall incur any liability therefor:  (a) directly
to such person; (b) to the legally appointed guardian or conservator of such
person; (c) to some relative or friend for the care and support of such person;
or (d) by the Administrator's using such benefit directly for such person's care
and support.





                                       25

<PAGE>   31


                     ARTICLE 11--ADMINISTRATION OF THE PLAN



11.1  APPOINTMENT OF ADMINISTRATOR.  In the absence of any action by the
Employer to appoint an Administrator as hereinafter set forth, the Employer
shall be the Administrator.  The Board of Directors may from time to time
appoint one or more individuals, firms, corporations or other entities to be
the Administrator, and the Board of Directors may at any time and from time to
time remove such parties as Administrator, with or without cause.

If the Board of Directors determines that the Administrator shall be a
committee of individuals, it shall appoint a committee (the "Committee") to
consist of two (2) or more persons.  The Administrator or any one or all of the
members of the Committee acting as the Administrator may also be an officer or
employee of the Employer, or a Trustee or a member of the Board of Directors.
A member of the Committee may be removed by the Board of Directors at any time
with or without cause.  Vacancies in the Committee may be filled by the Board
of Directors.  The Committee or a member of the Committee may resign at any
time by filing written notice thereof with the Board of Directors.  The
Administrator and each member of any Committee acting as Administrator shall
serve until such time as he dies, resigns, or is removed by the Board of
Directors.


11.2  POWERS AND DUTIES OF ADMINISTRATOR; ADMINISTRATOR NOT TO ACT IN
DISCRIMINATORY MANNER.  The Administrator shall constitute the "named
fiduciary" and the "administrator" with respect to the Plan as such terms are
defined in ERISA, and in such capacities it shall have authority to control and
manage the operation and administration of the Plan.  The Administrator shall
have the powers and duties specified in the Plan and, not in limitation but in
amplification of the foregoing, shall have power to construe the Plan and Trust
Agreement and to determine all questions that shall arise thereunder including
particular questions submitted by the Trustee on all matters necessary for it
properly to discharge its duties, powers and obligations.

The Administrator may employ such actuaries, accountants, counsel, specialists
and other persons as it deems necessary or desirable in connection with the
administration of the Plan.  To the extent permitted by ERISA, the
Administrator may delegate any of its fiduciary responsibilities or other
duties or responsibilities to such persons as it deems appropriate.

The Administrator may correct any defect, supply any omission, reconcile any
inconsistency, and adopt such rules and procedures with respect to the
administration of the Plan in such manner and to such extent as it may deem
necessary and expedient to carry out the Plan.  The rules and decisions of the
Administrator made in good faith upon any matter within the scope of its powers
and authority shall be final and binding upon all parties, but the
Administrator at all times shall make similar decisions on similar questions
involving similar circumstances and shall not act so as to discriminate in
favor of Highly-Compensated Employees.





                                       26
<PAGE>   32


11.3  COMMITTEE PROCEDURES.  If a Committee shall be appointed as
Administrator, such Committee may adopt such by-laws and regulations as it
deems desirable for the conduct of its affairs.  Any act which the Plan
authorizes or requires the Administrator to do may be done by a majority of the
members of the Committee serving at the time.  The action of a majority of the
members of the Committee expressed either by a vote at a meeting or in writing
without a meeting shall constitute the action of the Administrator and shall
have the same effect for all purposes as if assented to by all of the members
of the Committee at the time in office.


11.4  NOTIFICATION OF TRUSTEE.  The Company shall notify the Trustee of the
identity of the Administrator and of changes therein, and the Trustee may act
in full reliance upon the last such notice received by it.


11.5  ADMINISTRATOR TO KEEP ACCURATE RECORDS.  The Administrator shall keep
accurate records and minutes of its proceedings and actions.  It shall also
maintain, or cause to be maintained, accounts showing the operation and
condition of the Trust Fund and shall keep, or cause to be kept, in convenient
form such data as may be necessary for the valuation of the assets and
liabilities of the Plan.  The Administrator shall prepare annually a report
showing in reasonable detail the assets and liabilities and a brief account of
the operations for the preceding year and shall make such report available to
the Board of Directors; any such report may be based substantially on
information or data furnished by the Trustee and it may consist of a copy of
any annual report relating to the Plan which the Administrator is required to
file with the Internal Revenue Service or Department of Labor.


11.6  CLAIMS PROCEDURE.

      (a)    A Participant, Former Participant or Beneficiary who asserts a
right to any benefit under the Plan which he has not received must file a
written claim with the Administrator.  If the Administrator wholly or partially
denies the claim, it shall within 90 days of the receipt of the claim provide a
written notice of denial to the claimant, setting forth:

             (1)    specific reasons for the denial of the claim,

             (2)    specific reference to pertinent provisions of the Plan on
                    which the denial is based,

             (3)    a description of any additional material or information
                    necessary to perfect the claim and an explanation of why
                    such material or information is necessary, and

             (4)    an explanation of the Plan's review procedure.

      (b)    A claimant whose application for benefits is denied or who has
received neither an affirmative replay nor notice of denial within 90 days
after filing his claim may request a full and fair review of the decision
denying the claim.  The request must be made in writing to the Administrator
within 60 days after receipt of the notice of denial (or, if no notice of
denial is issued, within 60 days after the expiration of 90 days from the
filing of the claim).  In connection with the review, the claimant or his
authorized representative may:

             (1)    request a hearing by the Administrator upon written
                    application to the Administrator,





                                       27
<PAGE>   33

             (2)    review pertinent documents in possession of the
                    Administrator, or

             (3)    submit issues and comments in writing to the Administrator
                    for review.

      (c)    A decision on review by the Administrator shall be made promptly,
and not later than 60 days after the receipt by the Administrator of a request
for a review, unless special circumstances (such as the need to hold a hearing)
require an extension of time for processing, in which case the claimant will be
so notified of the extension, and a decision shall be rendered as soon as
possible, and not later than 120 days after the receipt of the request for
review.  The decision shall be in writing and shall include specific reasons
for the decision written in a manner calculated to be understood by the
claimant, and specific reference to the pertinent provisions of the Plan on
which the decision is based.  The decision of the Administrator shall be final
and binding upon all parties.


11.7  RELIANCE ON SPECIALISTS.  Neither the Administrator, the Employer, the
officers or directors of the Employer, nor the Trustee shall be responsible for
any reports furnished by a specialists retained or employed by the Employer or
the Administrator, but they shall be entitled to rely thereon as well as on
certificates furnished by an accountant, and on all opinions of counsel.  The
Administrator, the Employer, the officers and directors of the Employer, and
the Trustee shall be fully protected with respect to any action taken or
suffered by them in good faith in reliance upon such specialist, accountant or
counsel, and all actions taken or suffered in such reliance shall be conclusive
upon each of them and upon all Employees, Participants, Former Participants,
Beneficiaries and any other persons interested hereunder and under the Trust
Agreement.


11.8  COMPENSATION; LIABILITY.  The Administrator shall be entitled to
reimbursement for its reasonable expenses incurred hereunder.  Individuals
serving as Administrator (or members of a Committee designated as
Administrator) who are also full time employees of the Employer shall not be
compensated for their services as Administrator, except as their compensation
as employees may be such compensation.  Other individuals, firms or
corporations serving as Administrator shall be entitled to reasonable
compensation for their services as such.  The Employer will indemnify the
Administrator (or any member of a Committee designated as Administrator) who is
also a full time employee of the Employer against all liability occasioned by
any act or omission to act, provided that the Administrator (or the Committee
and such members) act in good faith.  The Employer shall be entitled to defend
or maintain either in its own name or in the name of the Administrator, any
suit or litigation arising hereunder with respect to the Administrator, and may
employ its own counsel for such purpose.  Except as may be required by federal
law, no bond or other security shall be required of the Administrator for the
faithful performance of its duties hereunder.





                                       28
<PAGE>   34
                    ARTICLE 12--INVESTMENT RESPONSIBILITIES;
                          INVESTMENT OF THE TRUST FUND



12.1  TRUST AGREEMENT.  The Trust Agreement, as in effect from time to time, is
hereby incorporated into and made a part of the Plan.


12.2  INVESTMENT OF TRUST FUND.  The Trustee shall invest the assets of the
Trust Fund in accordance with the Trust Agreement.  The Plan is designed to
invest primarily in Employer Securities.  The Trust Agreement shall direct the
Trustee to invest primarily in Employer Securities and shall authorize the
Trustee to invest and hold up to one hundred percent (100%) of the Trust Fund
in Employer Securities.


12.3  DIVERSIFICATION OF INVESTMENTS OR DISTRIBUTION FOR CERTAIN PARTICIPANTS.
For purposes of this Section 12.3, "Qualified Participant" shall mean a
Participant who has attained age fifty-five (55) and who has completed at least
ten years of participation in the Plan.  "Qualified Election Period" shall mean
the period of six (6) Plan Years beginning with the Plan Year in which the
Participant first becomes a Qualified Participant; provided that the Qualified
Election Period shall apply only with respect to Employer Securities acquired
by or contributed to the Plan after 1986 and shall not begin unless and until
the fair market value of Employer Securities acquired by or contributed to the
Plan after 1986 and allocated to the Participant's Account is at least $500 as
of any Valuation Date.

Each Qualified Participant shall be permitted to direct the Plan as to the
investment of twenty-five percent (25%) of the value of his Account balance
attributable to Employer Securities, plus amounts previously transferred or
distributed pursuant to an election under this Section 12.3, to the extent such
percentage exceeds the amounts transferred or distributed pursuant to a prior
election under this Section 12.3, within 90 days after the last day of each
Plan Year during the Participant's Qualified Election Period.  Within 90 days
after the close of the last Plan Year in the Participant's Qualified Election
Period, a Qualified Participant may direct the Plan as to the investment of
fifty percent (50%) of the value of such Account balance pursuant to an
election under this Section 12.3.  The Participant's direction shall be
provided to the Administrator in writing and shall be effective no later than
180 days after the close of the Plan Year to which the direction applies.

The Plan may satisfy the Participant's direction by transferring the portion of
the Account that is covered by the election to another qualified plan of the
Employer which accepts such transfers, provided that such plan permits
employee-directed investments, and offers the Participant at least three
investment options (not inconsistent with regulations prescribed by the
Secretary of the Treasury) other than Employer Securities.  Such transfer shall
be made and the amount transferred shall be invested in accordance with the
Participant's election, no later than 90 days after the last day of the period
during which the election can be made.  However, if the Employer does not
maintain a qualified plan that is eligible to receive the portion of the
Participant's Account that is covered by the election, the Plan may distribute
such portion to the Participant within 90 days after the last day of the period
during which the election can be made.  Such distribution shall be subject to
the requirements of Section 6.6 concerning put options.  This Section shall
apply notwithstanding any other provision of the Plan, other than such
provisions as require the consent of the Participant to a distribution with a
present value in excess of $3,500.  If the Participant does not consent





                                       29
<PAGE>   35
to such a distribution, such amount shall be retained in the Plan and the
diversification requirement of this Section 12.3 shall be deemed to have been
satisfied.


12.4  VOTING EMPLOYER SECURITIES.  Each Participant shall have the right to
direct the Trustee as to the manner in which the Trustee is to vote that number
of shares of Employer Securities credited to the Participant's Account (both
vested and unvested).  Directions from a Participant to the Trustee concerning
the voting of Employer Securities shall be communicated in writing; these
directions shall be held in confidence by the Trustee and shall not be divulged
to the Employer, or any officer or employee thereof, or any other person.  Upon
its receipt of the directions, the Trustee shall vote the shares of Employer
Securities as directed by the Participant.  The Trustee shall not vote shares
of Employer Securities credited to a Participant's Account for which it has
received no directions from the Participant.  Shares of Employer Securities not
allocated to Participants' Accounts (including unallocated shares acquired
during the Plan Year and nonvested shares held in suspense) shall be voted by
the Trustee in its discretion.


12.5  TENDERING EMPLOYER SECURITIES.  In the event that any party shall make a
tender offer for Employer Securities, the Trustee shall, upon receipt of
appropriate information regarding such tender offer, promptly furnish each
Participant a copy of such offering information together with a form for
furnishing to the Trustee each Participant's instructions as to whether such
Employer Securities credited to the Participant's Account should be tendered,
or as to whether any other actions solicited by such offering information
should be taken with request to such Employer Securities.  Each Participant
shall have the right to instruct the Trustee, within the time prescribed by the
Trustee, that the Employer Securities credited to his Account (including
fractional shares) be tendered by the Trustee, or that other solicited action
be taken by the Trustee on his behalf with respect to the Employer Securities
credited to his Account.  The Trustee shall respond to the tender offer on
behalf of all unallocated shares of Employer Securities held by the Trust.  The
Trustee shall then tender or not tender, on a "block" basis, all shares of
Employer Securities held by the Trust, as has been elected by the majority of
all shares of Employer Securities held by the Trust.


12.6  TRUSTEE'S ACCOUNTS.  The assets of the Trust Fund shall be valued at
their fair market value by the Trustee as of the last day of each Plan Year, or
such other Valuation Date as may be designated by the Administrator, and the
values reported to the Employer and the Administrator together with a statement
of receipts and disbursements for the preceding Plan Year and such other
information regarding the Trust Fund as the Administrator may request.


12.7  TRUSTEE'S RECORDS.  The Trustee shall keep and maintain records under the
direction of the Administrator which shall accurately disclose at all times the
state of the Trust Fund.


12.8  TRUSTEE'S LIABILITY.  The Trustee shall not be responsible for the
validity of the Plan or Trust Agreement, nor for the adequacy of the Trust Fund
to meet the obligations hereunder, but shall be accountable only for funds paid
to it under the Trust Agreement.





                                       30
<PAGE>   36


12.9  TRUSTEE'S COMPENSATION AND EXPENSES.  The Trustee shall be entitled to
reimbursement for its reasonable expenses incurred hereunder.  Individuals
serving as Trustee who are also full time employees of the Employer shall not
be compensated for their services as Trustee, except as their compensation as
employees of the Employer may be such compensation.  Other individuals and any
corporation or trust company serving as a Trustee shall be entitled to
compensation for their services in such amount as the Employer and such Trustee
may agree upon from time to time.  Such reimbursement or compensation due a
Trustee, if not paid by the Employer, shall constitute a charge upon the Trust
Fund.





                                       31
<PAGE>   37
                     ARTICLE 13--AMENDMENT AND TERMINATION



13.1  RIGHT TO AMEND OR TERMINATE.  The Employer, by resolution of its Board of
Directors, may amend or terminate the Plan and/or the Trust.  The foregoing
notwithstanding, the Employer shall have no power to amend or terminate the
Plan or the Trust in such manner as would:

      (a)    cause or permit any of the Trust assets to be diverted to purposes
other than for the exclusive benefit of the Participants, Former Participants
or their Beneficiaries;

      (b)    cause any reduction in the amount theretofore credited to the
Account of any Participant, Former Participant or Beneficiary;

      (c)    cause or permit any portion of the Trust assets to revert to or
become the property of the Employer, except as permitted under Section 1.2 or
5.4; or

      (d)    cause any termination of the provisions of Section 6.6


13.2  PERMANENCE OF PLAN.  The Employer has established the Plan with the bona
fide intention and expectation that the Employer will be able to make
contributions indefinitely, but the Employer is not and shall not be under any
obligation or liability whatsoever to maintain the Plan or the Trust for any
given length of time and may, by resolution of its Board of Directors,
terminate the Plan, or the Plan and Trust, or discontinue its contributions
hereunder at any time, without any liability whatsoever for such termination or
discontinuance.


13.3  TERMINATION OF PLAN OR PLAN AND TRUST.  The Plan and, if so directed by
the Employer, the Trust, shall terminate upon delivery to the Administrator and
the Trustee of a notice of termination executed on behalf of the Employer by
authority of the Board of Directors, specifying the date as of which the Plan
(or the Plan and Trust) shall so terminate.


13.4  VESTING ON TERMINATION OR PARTIAL TERMINATION OF PLAN OR DISCONTINUANCE
OF CONTRIBUTIONS.  The Employer shall notify the Administrator and the Trustee
in writing if it shall permanently discontinue contributions hereunder.
Notwithstanding any other provisions of this Plan, if the Plan is terminated or
if the Employer shall permanently discontinue contributions hereunder
(irrespective of whether the Trust shall be terminated), the interests of all
Participants in the Plan and Trust shall become fully vested and
non-forfeitable as of the date of such termination or such discontinuance.
This Section shall not apply in the case of a temporary suspension of
contributions by the Employer.  Upon the partial termination of the Plan with
respect to a group of Participants, the interests of all such affected
Participants in the Plan and Trust shall become fully vested and
non-forfeitable as of the date of such partial termination.





                                       32
<PAGE>   38

13.5  SUCCESSOR TO BUSINESS OF EMPLOYER.  Unless the Plan and Trust be sooner
terminated, a successor to the business of the Employer, by whatever form or
manner resulting, may continue the Plan and Trust by executing appropriate
supplementary instruments, and such successor shall thereupon succeed to all
the rights, powers and duties of the Employer hereunder.  The employment of any
Employee who has continued in the employ of such successor shall not be deemed
to have been terminated or severed for any purpose hereunder if any such
supplemental instrument so provides.


13.6  LIQUIDATION OF TRUST.  In the event of the termination of the Plan or the
complete discontinuance of contributions by the Employer, or in the event of
the partial termination of the Plan with respect to a group of Participants,
the Administrator shall direct the Trustee:

      (a)    to reduce to cash such part or all of the Trust Fund as the
Administrator may deem appropriate;

      (b)    to pay the liabilities, if any, of the Trust;

      (c)    to value the remaining assets of the Trust as of the date of
termination, partial termination or discontinuance; and

      (d)    to adjust and allocate any unallocated amounts and to adjust the
Account balances as provided in Article 5 and 6.

In the event that the Trust is also terminated, the Administrator shall also
direct the Trustee to distribute the assets of the Trust in liquidation to and
among the persons having an interest in the Trust, in proportion to the amounts
standing to the credit of their respective Accounts.  If the Trust is not
terminated, the Administrator shall so notify the Trustee, and the Trustee
shall continue to administer the Trust Fund as provided in the Plan and in the
Trust Agreement.


13.7  MERGER OR CONSOLIDATION OF PLAN.  In the case of any merger or
consolidation of the Plan with, or transfer of assets or liabilities of the
Plan to, any other plan, the value of the benefits to which case Participant,
Former Participant or Beneficiary would become entitled if the resulting or
transferee plan were terminated immediately after such merger, consolidation or
transfer must equal or exceed the value of the benefits to which such
Participant, Former Participant or Beneficiary would have been entitled had the
Plan been terminated immediately prior to such merger, consolidation or
transfer of assets.





                                       33
<PAGE>   39
                    ARTICLE 14--TOP-HEAVY PLAN REQUIREMENTS



Notwithstanding any other provision of the Plan, the following provisions shall
apply to any Plan Year for which the Plan is determined to be a "top-heavy
plan" within the meaning of Section 416 of the Code.

      (a)    The Plan shall be considered a top-heavy plan for the initial Plan
Year if as of the last day of such Plan Year, and for any subsequent Plan Year
if as of the last day of the preceding Plan Year (the "Determination Date"),
(1) the total credit balance of the Accounts of Participants who are "key
employees" (as hereinafter defined) exceeds 60% of the total credit balance of
the Accounts of all Participants (the "60% test") or (2) the Plan is part of a
"required aggregation group" (as hereinafter defined) which is top-heavy.
However, notwithstanding the results of the 60% test, the Plan shall not be
considered a top-heavy plan for any Plan Year in which the Plan is part of any
"aggregation group" which is not top-heavy.

      (b)    A key employee is an Employee who at any time during the Plan Year
containing the Determination Date, or any of the four preceding Plan Years, is
(1) an officer of the Employer who has annual compensation for any such Plan
Year which is greater than 50% of the amount in effect under Section
415(b)(1)(A) of the Code, or (2) one of the ten employees of the Employer
having annual compensation from the Employer of more than the amount in effect
under Section 415(c)(1)(A) of the Code and owning (or considered as owning
within the meaning of Section 318 of the Code) both more than a one-half
percent (1/2%) interest and the largest interests in the Employer, or (3) a
"five-percent owner" of an Employer, or (4) a "one-percent owner" of the
Employer who has annual compensation from the Employer of more than $150,000.
A person shall be considered a five percent owner or a one percent owner if he
owns (or is considered to own within the meaning of Section 318 of the Code)
more than the applicable percentage of (A) the outstanding Employer Securities,
or (B) the total combined voting power of all Employer Securities.  A
beneficiary of a deceased key employee shall be treated as a key employee, a
beneficiary of a deceased former key employee shall be treated as a former key
employee, and a beneficiary of a non-key employee (as defined in Section
416(i)(2) of the Code) or former non-key employee shall be treated as a non-key
employee.

      (c)    An aggregation group is a group of tax qualified retirement plans
maintained by the Employer.  A required aggregation group includes each such
plan in which any key employee participates, and any other such plan which
enables a plan in which a key employee participates to meet the requirements of
Section 401(a)(4) or 410 of the Code.  A "permissive aggregation group"
includes the required aggregation group plus any other plan or plans of the
Employer which, when considered with the required aggregation group, continue
to satisfy the requirements of Sections 401(a)(4) and 410 of the Code, and
which the Administrator has designated as part of the permissive aggregation
group.  An aggregation group shall be considered top-heavy if, treating the
plans in the aggregation group as a single plan, the single plan would be
top-heavy under the 60% test.

      (d)    For purposes of determining whether the Plan or any aggregation
group is top-heavy under the 60% test, the following rules shall apply:  (1)
the credit balance of the Accounts of Participants shall be increased by the
aggregate distributions made with respect to any Participant during the five
year period ending on the Determination Date, (2) there shall not be taken into
account the Account balance of any Participant who on the Determination Date is
not a key employee but who was a key employee in a prior Plan Year, and (3)
there shall not be taken into account the Account balance of any individual who
has not received any compensation (other than benefits under the Plan) from the
Employer within five years preceding the Determination Date.





                                       34
<PAGE>   40

      (e)    Notwithstanding Section 5.3, the Employer's contribution, if any,
together with any forfeitures available for allocation as of the end of the
Plan Year, shall be allocated among the Accounts of Participants so that the
Account of each Participant who is a "non-key employee" (as defined in Section
416(i)(2) of the Code) is credited with an amount equal to at least three
percent (3%) of his Compensation for the Plan Year (or, if less, the largest
percentage of Compensation allocated to any Participant who is a key employee
for that Plan Year), regardless of the number of Hours of Service credited to
him for the Plan Year; provided, however, that no such allocation shall be made
to the Account of a Participant who is not an Employee on the last day of the
Plan Year.

      (f)    The vested portion of the Account of each Participant who has been
credited with at least one Hour of Service after the first day of the first
Plan Year in which the Plan is a top-heavy plan shall be determined in
accordance with the following schedule:

<TABLE>
<CAPTION>
                       NUMBER OF
                    YEARS OF SERVICE                           VESTED PERCENTAGE
                    ----------------                           -----------------
                 <S>                                                  <C>
                 Less than 2 years                                      0%
                 2 years but less than 3                               20%
                 3 years but less than 4                               40%
                 4 years but less than 5                               60%
                 5 years but less than 6                               80%
                 6 years and thereafter                               100%
</TABLE>

      (g)    In the event that the Plan becomes top-heavy and thereafter ceases
to be top-heavy, the rule in Section 9.2 shall supersede the rule stated in
paragraph (f), effective as of the first Plan Year in which the Plan is no
longer top-heavy; provided, however, that no Participant's vested percentage
may be thereby reduced, and provided further that any Participant who had at
least three Years of Service when the Plan ceases to be top-heavy shall be
entitled to the vested percentage which would have been applicable to him had
the Plan remained top-heavy.  For Participants who have fewer than three Years
of Service when the Plan ceases to be top-heavy, the rule stated in paragraph
(h) shall apply only in determining the vested portion of their Accounts as of
the date on which the Plan ceases to be top-heavy.

      (h)    If (1) the Plan would be considered a top-heavy plan if a "90%
test" were utilized under subsection (a) above or (2) if Employer contributions
(together with any available forfeiture amounts) do not produce an allocation
to the Account of each Participant who is a non-key employee equal in value to
at least four percent (4%) of the Participant's Compensation (or, if less, the
minimum contribution required under subsection (d) plus one percent (1%) of the
Participant's Compensation), then, in calculating the denominators of the
Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction in
accordance with Section 5.4, the factor "1.0" shall be substituted for "1.25".





                                       35
<PAGE>   41
                       ARTICLE 15--SPENDTHRIFT PROVISION



The beneficial interest in the Trust of a Participant, Former Participant or
Beneficiary shall not be assignable or subject to attachment or receivership,
nor shall it pass to any trustee in bankruptcy or be reached or applied by any
legal process for the payment of any obligations of the Participant, Former
Participant or Beneficiary; provided, however, that the rule just stated shall
not apply in the case of a "qualified domestic relations order" within the
meaning of Section 414(p) of the Code.





                                       36
<PAGE>   42
                   ARTICLE 16--AFFILIATED EMPLOYER PROVISION



For each Plan Year in which the Employer is a member of an "Affiliated Group"
as hereinafter defined, all service of an Employee with any one or more
employers within such Affiliated Group shall be treated as employment by the
Employer for purposes of determining the Employee's Hours of Service and Years
of Service pursuant to Section 2.19, the Employee's eligibility to participate
in the Plan in accordance with Section 3.1, and the limitation on allocations
under Section 5.4.  The transfer of employment by an Employee to another
employer within the Affiliated Group shall not be deemed to constitute a
Retirement or other termination of employment by the Employee for purposes of
this Plan, but the Employee shall be deemed to have continued in employment
with the Employer for purposes hereof; provided, however, that contributions by
the Employer under this Plan relating to any such Employee shall be allocated
to the Participant's Account only with respect to his Compensation within a
Plan Year from the Employer.  For purposes of this Article 16, "Affiliated
Group" shall mean the Employer and all corporations, trades or businesses
(whether or not incorporated) which constitute a controlled group of
corporations with the Employer, a group of trades or businesses under common
control with the Employer, or an affiliated service group, within the meaning
of Section 414(b), Section 414(c) or Section 414(m), respectively of the Code.
For purposes of the limitations on allocations under Section 5.4, "Affiliated
Group" shall mean the Employer and all corporations, trades or business
(whether or not incorporated) which constitute a controlled group of
corporations with the Employer or a group of trades or business under control
with the Employer, within the meaning of Section 414(b) or Section 414(c) of
the Code, as modified by Section 415(h) of the Code, or which constitute an
affiliated service group within the meaning of Section 414(m) of the Code.





                                       37
<PAGE>   43
                           ARTICLE 17--MISCELLANEOUS



17.1  RIGHTS OF EMPLOYEES.  The adoption and maintenance of the Plan and Trust
shall not be deemed to be a contract between the Employer and any Employee.
Nothing herein contained shall be deemed to give any Employee the right to be
retained in the employ of the Employer or to diminish the right of the Employer
to discharge any Employee at any time, nor shall it be deemed to give the
Employer the right to require any Employee to remain in its employ or interfere
with the Employee's right to terminate his employment at any time.


17.2  OBLIGATION OF THE EMPLOYER.  All benefits payable under the Plan shall be
paid or provided for solely from the Trust and neither the Administrator nor
any fiduciary assumes any personal liability or responsibility therefor.


17.3  ACTION BY THE EMPLOYER.  Whenever, under the terms of the Plan, the
Employer is permitted or required to do or perform any act or thing it shall be
done or performed by an officer thereunto duly authorized by the Board of
Directors.


17.4  CONSTRUCTION.  The provisions of the Plan shall be construed,
administered and enforced according to the laws of the United States of America
insofar as they may be applicable and otherwise according to the laws of the
State of Connecticut.  In any questions of interpretation or other matter of
doubt, the Administrator, the Trustee and the Employer may rely upon the
opinion of counsel for the Employer or any other attorney at law designated by
the Employer.  The masculine gender shall include both sexes, the singular
shall include the plural and the plural the singular, unless the context
otherwise requires.


17.5  LIABILITY OF EMPLOYER.  The only duty of the Employer hereunder shall be
to use reasonable care in the selection of the Trustee and the Administrator.
Subject to its agreement to indemnify the Administrator as provided in Section
11.8, and to indemnify the Trustee if and to the extent provided in the Trust
Agreement, neither the Employer nor any person acting on its behalf shall be
liable for any act or omission on the part of the Administrator, or on the part
of the Trustee, or for any act performed or failed to be performed by any
person with respect to the Plan or the Trust.


17.6  TITLES.  The titles of the Articles and Sections hereof are included for
convenience only and shall not be construed as part of the Plan or in any
respect affecting or modifying its provisions.  Such words as "herein",
"hereinafter", "hereof" and "hereunder" refer to this instrument as a whole and
not merely to the subdivision in which said words appear.


17.7  COUNTERPARTS.  The Plan may be executed in any number of counterparts and
each fully executed counterpart shall be deemed an original.





                                       38
<PAGE>   44


17.8  EXPENSES.  All expenses incurred in establishing and operating the Plan,
including, without limiting the generality of the foregoing, legal fees,
brokerage commissions, administrative expenses, Trustee's expenses,
Administrator's expenses, and the like, may be paid by the Employer, but if not
so paid, shall be paid by the Trustee from the Trust Fund.





                                       39
<PAGE>   45





IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Plan to be executed on the 21st day of November, 1994.
                                ____        ________


                                         ANALYSIS & TECHNOLOGY, INC.




                                         By:  /S/ GARY P. BENNETT
                                             __________________________________










                                       40

