<PAGE>   1
     As filed with the Securities and Exchange Commission on October 2, 1997

                                                      Registration No. 333-
 ................................................................................

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 ................................................................................

                        GAYLORD ENTERTAINMENT COMPANY*
            (Exact name of registrant as specified in its charter)

         DELAWARE                                        73-0664379
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

          ONE GAYLORD DRIVE
          NASHVILLE, TENNESSEE                                37214
(Address of Principal Executive Offices)                     Zip Code)

    AMENDED AND RESTATED GAYLORD ENTERTAINMENT COMPANY 401(K) SAVINGS PLAN
                           (Full title of the plan)

                              F. M. WENTWORTH, JR.
                                ONE GAYLORD DRIVE
                          NASHVILLE, TENNESSEE 37214
                     (Name and address of agent for service)

                                 (615) 316-6500
          (Telephone number, including area code, of agent for service)


                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------

                                                      Proposed         Proposed
     Title of                                         maximum          maximum
     securities                 Amount                offering         aggregate     Amount of
     to be                      to be                 price per        offering      registration
     registered **              registered            share ***        price ***     fee

- --------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>               <C>           <C>

Common Stock, $.01 par value   250,000 shares        $29.34375          $7,335,938    $2,224

==================================================================================================
</TABLE>



*       Formerly known as New Gaylord Entertainment Company.

**      In addition, pursuant to Rule 416(c) under the Securities Act of 1933
        and General Instruction F to Form S-8, this Registration Statement also
        covers an indeterminate amount of interests to be offered or sold
        pursuant to the employee benefit plan described herein.

***     The offering price is estimated solely for the purpose of determining
        the amount of the registration fee. Such estimate has been calculated
        in accordance with Rule 457(c) and Rule 457(h) and is based upon the 
        average of the high and low prices per share of the Registrant's Common
        Stock as reported on the New York Stock Exchange on October 1, 1997.



<PAGE>   2




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Gaylord Entertainment Company,
formerly known as New Gaylord Entertainment Company (the "Registrant"), with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference as
of their respective dates:

         (1)      The Registrant's effective Registration Statement on Form 10,
                  containing among other things, audited financial statements
                  for the Registrant's latest fiscal year ended December 31,
                  1996.

         (2)      The Annual Report on Form 11-K of the Gaylord Entertainment
                  Company 401(k) Savings Plan for the plan's fiscal year ended
                  December 31, 1996.

         (3)      The description of the Registrant's Common Stock contained in
                  the effective Registration Statement on Form 10 filed by the
                  Registrant to register the Common Stock under the Exchange
                  Act, including all amendments and reports filed for the
                  purpose of updating such description prior to the termination
                  of the offering of the Common Stock offered hereby.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

ITEM 4.      DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-1


<PAGE>   3




ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to authority conferred by DGCL Section 102(b)(7), the
Registrant's Restated Certificate of Incorporation, as amended, contains a
provision providing that no director of the Registrant shall be liable to it or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that such exemption from liability or limitation
thereof is not permitted under the DGCL as then in effect or as the same may be
amended. This provision is intended to eliminate the risk that a director might
incur personal liability to the Registrant or its stockholders for breach of the
duty of care.

         DGCL Section 145 contains provisions permitting, and in some situations
requiring, Delaware corporations, such as the Registrant, to provide
indemnification to their officers and directors for losses and litigation
expenses incurred in connection with their service to the corporation in those
capacities. The By-laws of the Registrant contain provisions requiring
indemnification by the Registrant of, and advancement of expenses to, its
directors and officers to the fullest extent permitted by law. Among other
things, these provisions provide indemnification for the Registrant's officers
and directors against liabilities for judgments in and settlements of lawsuits
and other proceedings and for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any such lawsuit or
proceeding.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.      EXHIBITS.

         See Exhibit Index (page II-6) and Item 9(D) below.

ITEM 9.      UNDERTAKINGS.

         A.  The Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.




                                      II-2


<PAGE>   4




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

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

         B. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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

         D. The Registrant hereby undertakes that, in lieu of an opinion of
counsel and/or an Internal Revenue Service ("IRS") determination letter that the
Plan is qualified under Section 401 of the Internal Revenue Code, the Registrant
has and will submit the Plan and any amendment thereto to the IRS in a timely
manner and has made and will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.






                                      II-3


<PAGE>   5




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 1st day of
October, 1997.

                                     GAYLORD ENTERTAINMENT COMPANY, formerly
                                     known as New Gaylord Entertainment Company



                                     By:  /s/ Terry E. London
                                         -------------------------------------
                                         Terry E. London
                                         President and Chief Executive
                                         Officer

         KNOW ALL BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints E. K. Gaylord II and Terry E. London, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>

Signature                           Title                               Date
- ---------                           -----                               ----
<S>                        <C>                                     <C>

 /s/ Edward L. Gaylord
- ------------------------   Chairman of the Board                   October 1, 1997
Edward L. Gaylord


 /s/ Terry E. London
- ------------------------   President, Chief Executive Officer,     October 1, 1997
Terry E. London            Chief Financial Officer (Acting),
                           and Director (principal executive,
                           financial and accounting officer)


</TABLE>




                                      II-4


<PAGE>   6


<TABLE>
<S>                              <C>                                  <C>
/s/ E. K. Gaylord II
- -----------------------------    Vice-Chairman of the Board           October 1, 1997
E. K. Gaylord II


- -----------------------------    Director                             October __, 1997
Joe M. Rodgers

/s/ Christine Gaylord Everest
- -----------------------------    Director                             October 1, 1997
Christine Gaylord Everest

/s/ Martin C. Dickinson
- -----------------------------    Director                             October 1, 1997
Martin C. Dickinson

/s/ Mary Agnes Wilderotter
- ------------------------------   Director                             October 1, 1997
Mary Agnes Wilderotter
</TABLE>



         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the Amended and Restated Gaylord Entertainment Company
401(k) Savings Plan has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on October 1, 1997.


                           Amended and Restated Gaylord Entertainment Company
                           401(k) Savings Plan

                           By: Plan Committee for the Amended and Restated
                               Gaylord Entertainment Company 401(k) Savings Plan


                           By:  /s/ Michel C. Hopper
                               -----------------------------------------

                           Name:  Michel C. Hopper
                                 ---------------------------------------
                                
                           Title:  Member of Benefit Trust Committee
                                  --------------------------------------




                                      II-5


<PAGE>   7





                                  EXHIBIT INDEX


<TABLE>
<CAPTION>


EXHIBIT              DESCRIPTION
- -------              -----------
<S>       <C>

3.1       Restated Certificate of Incorporation (incorporated by reference to
          Exhibit 3.1 of the Registrant's effective Registration Statement on 
          Form 10, as amended, relating to the Common Stock)

3.2       Restated Bylaws (incorporated by reference to Exhibit 3.2 of the 
          Registrant's effective Registration Statement on Form 10, as amended, 
          relating to the Common Stock)

4         Amended and Restated Gaylord Entertainment Company 401(k) Savings 
          Plan, as amended

23        Consent of Arthur Andersen LLP

24        Power of Attorney (included at Pages II-4 and II-5)

</TABLE>








                                      II-6






<PAGE>   1
                                                                     Exhibit 4  




                                                   Approved by Board/Comp. Comm.
                                                             11/8/96












                          GAYLORD ENTERTAINMENT COMPANY
                               401(K) SAVINGS PLAN
               














                             as amended and restated
                             effective April 1, 1996





















<PAGE>   2

                                  PREAMBLE


     The purpose of this Plan and Trust is to provide, in accordance with its
provisions, a defined contribution plan providing retirement and other related
benefits for those Employees of the Employer who are eligible to participate
hereunder. This document is a complete amendment and restatement of the
Retirement Savings Plan and Trust for Employees of Gaylord Entertainment and
Affiliated and Adopting Corporations ("Prior Plan"), which was originally
effective as of October 1, 1980.



     It is intended that the Plan qualify for approval under Sections 401 and
410 through 417 of the Internal Revenue Code. It is intended that the Trust
qualify for approval under Section 501 of the Code. It is further intended that
the Plan comply with the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). In case of any ambiguity in the Plan's language, it will be
interpreted to accomplish the Plan's intent of qualifying under the Code and
complying with ERISA.



     This Plan and Trust is exclusively for the benefit of the eligible
Employees and their
 Beneficiaries. Neither the Employer, the Plan Administrator
nor the Trustee will apply or interpret the terms of the Plan in any manner that
permits discrimination in favor of Highly Compensated Employees. All Employees
under similar circumstances will be treated alike.



     The undersigned Employer and Trustee hereby adopt this restatement of the
Gaylord Entertainment Company 401(k) Savings Plan to be effective as of April 1,
1996.












<PAGE>   3




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        PAGE NO.
                                                                        --------                                              
  <S>          <C>                                                         <C>   
  ARTICLE 1  - DEFINITIONS                                                  1-1

  ARTICLE 2  - PARTICIPATION                                                2-1

  ARTICLE 3  - PARTICIPANT ACCOUNTS                                         3-1

  ARTICLE 4  - ACCOUNTING AND VALUATION                                     4-1

  ARTICLE 5  - RETIREMENT BENEFITS                                          5-1

  ARTICLE 6  - DEATH BENEFIT                                                6-1

  ARTICLE 7  - LIMITATIONS ON BENEFITS                                      7-1

  ARTICLE 8  - MISCELLANEOUS                                                8-1

  ARTICLE 9  - ADMINISTRATION                                               9-1

  ARTICLE 10 - AMENDMENT OR TERMINATION OF PLAN                            10-1

  ARTICLE 11 - TRUSTEE AND TRUST FUND                                      11-1
</TABLE>



















<PAGE>   4

                                   ARTICLE 1

                                  DEFINITIONS

As used in this document, unless otherwise defined or required by the context,
the following terms have the meanings set forth in this Article 1. Some of the
terms used in this document are not defined in Article 1, but for convenience
are defined as they are introduced in the text.

1.01 Account
     Account means a separate account maintained for each Participant reflecting
     applicable contributions, applicable forfeitures, investment income (loss)
     allocated to the account and distributions.

1.02 Accounting Date, Valuation Date
     The term Accounting Date means the last day of each Accounting Period and
     any other days within the Accounting Period upon which, consistent with
     established methods and guidelines, the Plan Administrator applies the
     accounting procedures specified in Section 4.02. The term Valuation Date,
     unless otherwise specified, means any business day on which the New York
     Stock Exchange is open.

1.03 Accounting Period
     Accounting Period means each of the 3-month periods which end on March
     31st, June 30th, September 30th and December 31st.

1.04 Accrued Benefit
     A Participant's Accrued Benefit means the total value, as of a given date,
     of his Accounts determined as of the Valuation Date immediately preceding
     the date of determination. A Participant's Accrued Benefit will not be
     reduced solely on account of any increase in the Participant's age or
     service or on account of an amendment to the Plan.

     A Participant's Vested Accrued Benefit is equal to his Vested Percentage of
     that portion of his Accrued Benefit which is subject to the Vesting
     Schedule plus 100% of the remaining portion of his Accrued Benefit.

1.05 Beneficiary
     Beneficiary means the person, persons, trust or other entity who is
     designated to receive any amount payable upon the death of a Participant.

1.06 Cash-Out Distribution
     Cash-Out Distribution means, as described in Article 5, a distribution to a
     Participant upon termination of employment of his Vested Accrued Benefit.

1.07 Code and ERISA
     Code means the Internal Revenue Code of 1986, as it may be amended from
     time to time, and all regulations issued thereunder. Reference to a section
     of the Code includes that section and any comparable section or sections of
     any future legislation that amends, supplements or supersedes such section
     and any regulations issued thereunder.

     ERISA means Public Law No. 93-406, the Employee Retirement Income Security
     Act of 1974, as it may be amended from time to time, and all regulations
     issued thereunder. Reference to a section of ERISA includes that section
     and any comparable section or sections of any future legislation that
     amends, supplements or supersedes such section and any regulations issued
     thereunder.



                                       1-1






<PAGE>   5


1.08 Compensation
     Except where otherwise specifically provided in this Plan, Compensation
     means Aggregate Compensation as defined in Section 7.03(a).

     Compensation also includes any amounts contributed by the Employer or any
     Related Employer on behalf of any Employee pursuant to a salary reduction
     agreement which are not includable in the gross income of the Employee due
     to Code Section 125, 402(e)(3), 402(h) or 403(b).

     Notwithstanding the foregoing, for all purposes under this Plan,
     Compensation in excess of the Statutory Compensation Limit will be
     disregarded. For purposes of applying this compensation limit, a Family
     Member of a Highly Compensated Employee is subject to the single aggregate
     compensation limit imposed on the Highly Compensated Employee if the Family
     Member is either the Employee's spouse or is a lineal descendant who has
     not attained the age of 19 by the end of the Plan Year.

     Statutory Compensation Limit means $150,000 ($200,000 for Plan Years
     beginning before 1994), as adjusted in accordance with Code Section
     401(a)(17)(B).

1.09 Effective Date
     The Effective Date of the Plan is October 1, 1980.

     Except as specified elsewhere in this document, the effective date of this
     restatement of the Plan is April 1, 1996.

     Sections 1.12, 1.18, 1.32, 1.33, 1.36, 4.05 and Article 7 are effective
     January 1, 1987.

1.10 Eligible Employee Classification
     An Eligible Employee Classification is a classification of Employees, the
     members of which are eligible to participate in the Plan. The Plan covers
     all employee classifications except Leased Employees, Employees classified
     by the Employer as Casual Employees, hourly Employees hired on an on-call
     basis, nonresident non-U.S. citizens and individuals covered by a
     collective bargaining agreement, unless the agreement provides for
     participation in the Plan by covered Employees.

1.11 Eligible Participant 
     All Participants are Eligible Participants.

1.12 Employee

     (a)  In General
          An Employee is any person who is employed by the Employer or a
          Participating Employer.

     (b)  Leased Employee
          A Leased Employee means any person who, pursuant to an agreement
          between the Employer or any Related Employer ("Recipient Employer")
          and any other person ("leasing organization"), has performed services
          for the Recipient Employer on a substantially full-time basis for a
          period of at least one year and such services are of a type
          historically performed by employees in the business field of the
          Recipient Employer.

          Any Leased Employee will be treated as an Employee of the Recipient
          Employer; however, contributions or benefits provided by the leasing
          organization which are attributable to the services performed for the
          Recipient Employer will be treated as provided by the Recipient
          Employer. If all Leased Employees constitute less than 20% of the
          Employer's non-highly-compensated work force within the meaning of
          Code Section 414(n)(1)(C)(ii),


                                       1-2








<PAGE>   6


          then the preceding sentence will not apply to any Leased Employee if
          such Employee is covered by a money purchase pension plan ("Safe
          Harbor Plan") which provides: (1) a nonintegrated employer
          contribution rate of at least 10% of compensation, (2) immediate
          participation, and (3) full and immediate vesting.

          Years of Eligibility Service for purposes of eligibility to
          participate in the Plan and Years of Vesting Service for purposes of
          determining a Participant's Vested Percentage include service by an
          Employee as a Leased Employee.

1.13 Employer
     The Employer and Plan Sponsor is Gaylord Entertainment Company. A
     Participating Employer is any organization which has adopted this Plan and
     Trust in accordance with Section 8.07.

     The term Predecessor Employer means any prior employer to which the
     Employer is the successor, including any Predecessor Employer for which the
     Employer maintains the obligations of a Predecessor Plan established by the
     Predecessor Employer. Service with a Predecessor Employer will be included
     as Service with the Employer for all purposes under this Plan.

1.14 Employment Commencement Date
     The date an Employee first performs an Hour of Service for the Employer is
     his Employment Commencement Date.

1.15 Entry Date
     Entry Date means the January 1st, April 1st, July 1st or October 1st which
     coincides with or next follows the date upon which the eligibility
     requirements are met.

1.16 Fiscal Year
     Fiscal Year means the taxable year of the Plan Sponsor. The Fiscal Year of
     the Plan Sponsor is the 12 month period beginning January 1 and ending
     December 31.

1.17 Forfeiture
     The term Forfeiture refers to that portion, if any, of a Participant's
     Accrued Benefit which is in excess of his Vested Accrued Benefit following
     the termination of the Participant's employment.

     A Forfeiture is considered to occur as of the earlier of (a) the last day
     of the Plan Year in which occurs the end of the fifth of 5 consecutive One
     Year Breaks-in-Service or (b) the date a Cash-Out Distribution occurs in
     accordance with the provisions of Article 5.

1.18 Highly Compensated Definitions

     (a)  Compensation
          For purposes of this Section, Compensation means Aggregate
          Compensation as defined in Section 7.03(a) plus amounts contributed by
          the Employer pursuant to a salary reduction agreement which are
          excludable from the gross income of the Employee under Code Section
          125, 402(e)(3), 402(h) or 403(b). Compensation in excess of the
          Statutory Compensation Limit will be disregarded.

     (b)  Determination Year
          Determination Year means the Plan Year for which the determination of
          who is Highly Compensated is being made.





                                       1-3









<PAGE>   7

     (c)  Family Member
          Family Member means an Employee who is the spouse, a lineal ascendant
          or descendant, or the spouse of a lineal ascendant or descendant of:

          -    a 5-percent owner (within the meaning of Code Section 416(i)) of
               the Employer or any Related Employer who is an active or former
               Employee; or

          -    a Highly Compensated Employee who is one of the 10 most highly
               compensated employees ranked on the basis of Compensation paid by
               the Employer during the Determination Year or the Lookback Year.

          For purposes of this Section, the Family Member and the Highly
          Compensated Employee will be considered one Employee. A Family
          Member's Compensation and benefits will be aggregated with those of
          the Highly Compensated Employee irrespective of whether the Family
          Member would otherwise be treated as a Highly-Compensated Employee or
          is in a category of Employees which may be excluded in determining the
          number of Employees in the Top-Paid Group.

          If an Employee is required to be aggregated as a member of more than
          one family group, all eligible employees who are members of those
          family groups which include that employee will be aggregated as one
          family group.

          For purposes of applying the compensation limit under Code Section
          401(a)(17), a Family Member is subject to the single aggregate
          compensation limit imposed on the Highly Compensated Employee if the
          Family Member is either the Employee's spouse or is a lineal
          descendant who has not attained the age of 19 by the end of the Plan
          Year.

     (d)  Highly Compensated Employee
          Highly Compensated Employee means any individual who is a Highly
          Compensated Active Employee or a Highly Compensated Former Employee
          within the meaning of Code Section 414(q) and the regulations
          thereunder.

     (e)  Highly Compensated Active Employee
          Highly Compensated Active Employee means any individual who during the
          Determination Year or the Lookback Year:

          (1)  Was at any time a 5-percent Owner (within the meaning of Code
               Section 416(i)) of the Employer or any Related Employer;

          (2)  Received Compensation from the Employer and all Related Employers
               in excess of $75,000 (or any greater amount determined by
               regulations issued by the Secretary of the Treasury under Code
               Section 415(d));

          (3)  Received Compensation from the Employer and all Related Employers
               in excess of $50,000 (or any greater amount determined by
               regulations issued by the Secretary of the Treasury under Code
               Section 415(d)) and was in the Top-Paid Group of Employees; or

          (4)  Was an Officer of the Employer or any Related Employer (as that
               term is defined in the regulations under Code Section 416(i)) and
               received Compensation greater than 50% of the Defined Benefit
               Dollar Limit described in Section 7.03(f) for the applicable
               year. For this purpose, if no Officer received enough
               Compensation to be a Highly Compensated Employee under the
               preceding sentence, the highest-paid Officer will be treated as a
               Highly Compensated Employee. The maximum number of Officers who
               will be treated as Highly Compensated Active Employees under this
               paragraph is equal to 10% of



                                       1-4









<PAGE>   8

               all Employees determined without regard to statutory or other
               exclusions, subject to a minimum of 3 Employees and a maximum of
               50 Employees.

          No individual described in subparagraphs (2), (3) or (4) above will be
          treated as a Highly Compensated Active Employee for the Determination
          Year unless he (i) was a Highly Compensated Active Employee for the
          Lookback Year (or would have been except that he was not among the 100
          most highly compensated Employees of the Employer and all Related
          Employers for the Lookback Year) or (ii) was among the 100 most highly
          compensated Employees of the Employer and all Related Employers for
          the Determination Year.

     (f)  Highly Compensated Former Employee
          Highly Compensated Former Employee means any Former Employee who had a
          Separation Year (within the meaning of Treasury Regulation Section
          1.414(q)-1T Q&A-5) and was a Highly Compensated Active Employee for
          either the Separation Year or any Determination Year ending on or
          after the Employee's 55th birthday.

     (g)  Highly Compensated Group
          Highly Compensated Group means all Highly Compensated Employees.

     (h)  Lookback Year
          Lookback Year means the 12-month period immediately preceding the
          Determination Year.

     (i)  Non-Highly Compensated Employee
          Non-Highly Compensated Employee means an Employee who is neither a
          Highly Compensated Employee nor a Family Member.

     (j)  Non-Highly Compensated Group
          Non-Highly Compensated Group means all Non-Highly Compensated
          Employees.

     (k)  Top-Paid Group
          Top-Paid Group means those individuals who are among the top 20
          percent of Employees of the Employer and all Related Employers when
          ranked on the basis of Compensation received during the year. In
          determining the number of individuals in the Top-Paid Group (but not
          the identity of those individuals), the following individuals may be
          excluded:

          (1)  Employees who have not completed 6 months of Service by the end
               of the year. For this purpose, an Employee who has completed One
               Hour of Service in any calendar month will be credited with one
               month of Service;

          (2)  Employees who normally work fewer than 17 1/2 hours per week;

          (3)  Employees who normally work fewer than 6 months during any year.
               For this purpose, an Employee who has worked on one day of a
               month is treated as having worked for the whole month;

          (4)  Employees who have not reached age 21 by the end of the year;

          (5)  Nonresident aliens who received no earned income (which
               constitutes income from sources within the United States) within
               the year from the Employer or any Related Employer; and

          (6)  Employees covered by a collective bargaining agreement negotiated
               in good faith between the employee representatives and the
               Employer or a group of employers of which the Employer is a
               member if (i) 90% or more of all employees of the Employer and
               all


                                       1-5








<PAGE>   9


               Related Employers are covered by collective bargaining
               agreements, and (ii) this Plan covers only Employees who are not
               covered under a collective bargaining agreement.

1.19 Hour of Service 
     An Hour of Service means:

     (a)  Each hour for which an Employee is paid, or entitled to payment, for
          the performance of duties for the Employer. These hours will be
          credited to the Employee for the computation period 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), layoff, jury duty, military duty or leave of absence. No
          more than 501 Hours of Service will be credited under this paragraph
          for any 12-month period. Hours under this paragraph will be calculated
          and credited pursuant to Section 2530.200b-2 of the Department of
          Labor Regulations which are incorporated herein by this reference; and

     (c)  Each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same Hours of
          Service will not be credited both under paragraphs (a) or (b), as the
          case may be, and under this paragraph (c). These hours will be
          credited to the Employee for the computation period or periods to
          which the award or agreement pertains rather than the computation
          period in which the award, agreement or payment is made.

     Hours of Service for all Employees will be determined on the basis of
     actual hours for which an Employee is paid or is entitled to payment. Hours
     of Service will be credited for employment with any Related Employer or any
     Predecessor Employer. Hours of Service will be credited for any individual
     considered an employee under Code Section 414(n) or 414(o) and the
     regulations thereunder.

     Solely for purposes of determining whether a One Year Break-in-Service has
     occurred, a Participant who is absent from work on an authorized Leave of
     Absence or by reason of the Participant's pregnancy, birth of the
     Participant's child, placement of a child with the Participant in
     connection with the adoption of such child, or for the purpose of caring
     for such child for a period immediately following such birth or placement,
     will receive credit for the Hours of Service which otherwise would have
     been credited to the Participant but for such absence. The Hours of Service
     credited under this paragraph will be credited in the Plan Year in which
     the absence begins if such crediting is necessary to prevent a One Year
     Break-in-Service in such Plan Year; otherwise, such Hours of Service will
     be credited in the following Plan Year. The Hours of Service credited under
     this paragraph are those which would normally have been credited but for
     such absence; in any case in which the Plan Administrator is unable to
     determine such hours normally credited, 8 Hours of Service per day will be
     credited. No more than 501 Hours of Service will be credited under this
     paragraph for any 12-month period. The Date of Severance is the second
     anniversary of the date on which the absence begins. The period between the
     initial date of absence and the first anniversary of the initial date of
     absence is deemed to be a period of Service. The period between the first
     and second anniversaries of the initial date of absence is neither a period
     of service nor a period of severance.

1.20 Investment Fund
     An Investment Fund means any portion of the assets of the Trust Fund which
     the Plan Administrator designates as an Investment Fund and for which the
     Plan Administrator maintains


                                       1-6








<PAGE>   10


     a set of accounts separate from the remaining assets of the Trust Fund.

     (a)  Specific Investment Fund means an Investment Fund which is designated
          as a Specific Investment Fund by the Plan Administrator in a manner
          and form acceptable to the Trustee.

     (b)  General Investment Fund means all assets of the Trust Fund excluding
          the assets of any Specific Investment Funds.

1.21 Leave of Absence
     An authorized Leave of Absence means a period of time of one year or less
     granted to an Employee by the Employer due to illness, injury, temporary
     reduction in work force, or other appropriate cause or due to military
     service during which the Employee's reemployment rights are protected by
     law, provided the Employee returns to the service of the Employer on or
     before the expiration of such leave, or in the case of military service,
     within the time his reemployment rights are so protected or within 60 days
     of his discharge from military service if no federal law is applicable. All
     authorized Leaves of Absence are granted or denied by the Employer in a
     uniform and nondiscriminatory manner, treating Employees in similar
     circumstances in a like manner.

     If the Participant does not return to active service with the Employer on
     or prior to the expiration of his authorized Leave of Absence he will be
     considered to have had a Date of Severance as of the earlier of the date on
     which his authorized Leave of Absence expired, the first anniversary of the
     last date he worked at least one hour as an Active Participant, or the date
     on which he resigned or was discharged.

1.22 Reserved

1.23 Normal Retirement Age
     A Participant's Normal Retirement Age is age 65.

1.24 Normal Retirement Date
     A Participant's Normal Retirement Date is the first day of the month which
     coincides with or immediately precedes the date on which the Participant
     attains Normal Retirement Age.

1.25 One Year Break-in-Service
     A One Year Break-in-Service means any Plan Year during which the Employee
     completes 500 or fewer Hours of Service.

1.26 Participant
     The term Participant means an Employee or former Employee who is eligible
     to participate in this Plan and who is or who may become eligible to
     receive a benefit of any type from this Plan or whose Beneficiary may be
     eligible to receive any such benefit.

     (a)  Active Participant means a Participant who is currently an Employee in
          an Eligible Employee Classification.

     (b)  Disabled Participant means a Participant who has terminated his
          employment with the Employer due to his Disability and who is
          receiving or is entitled to receive benefits from the Plan.

     (c)  Retired Participant means a Participant who has terminated his
          employment with the Employer after meeting the requirements for his
          Normal Retirement Date and who is receiving or is entitled to receive
          benefits from the Plan.



                                       1-7









<PAGE>   11

     (d)  Vested Terminated Participant means a Participant who has terminated
          his employment with the Employer and who has a nonforfeitable right to
          all or a portion of his or her Accrued Benefit and who has not
          received a distribution of the value of his or her Vested Accrued
          Benefit.

     (e)  Inactive Participant means a Participant who has (i) interrupted his
          status as an Active Participant without becoming a Disabled, Retired
          or Vested Terminated Participant and (ii) has a non-forfeitable right
          to all or a portion of his Accrued Benefit and has not received a
          complete distribution of his benefit.

     (f)  Former Participant means a Participant who has terminated his
          employment with the Employer and who currently has no nonforfeitable
          right to any portion of his or her Accrued Benefit.

1.27 Payroll Withholding Agreement
     If a written Payroll Withholding Agreement is required pursuant to the
     provisions of Article 3, then each Participant who elects to participate in
     the Plan will file such agreement on or before the first day of the payroll
     period for which the agreement is applicable (or at some other time as
     specified by the Plan Administrator). Such agreement will be effective for
     each payroll period thereafter until modified or amended.

     The terms of such agreement will provide that the Participant agrees to
     have the Employer withhold, each payroll period, any whole percentage of
     his Compensation (or such other amount as allowed by the Plan Administrator
     under rules applied on a uniform and nondiscriminatory basis), not to
     exceed the limitations of Article 7. In consideration of such agreement,
     the Employer periodically will make a contribution to the Participant's
     proper Account(s) in an amount equal to the total amount by which the
     Participant's Compensation from the Employer was reduced during applicable
     payroll periods pursuant to the Payroll Withholding Agreement.

     Notwithstanding the above, Payroll Withholding Agreements will be governed
     by the following general guidelines:

     (a)  A Payroll Withholding Agreement will apply to each payroll period
          during which an effective agreement is on file with the Employer. Upon
          termination of employment, such agreement will become void.

     (b)  The Plan Administrator will establish and apply guidelines concerning
          the frequency and timing of amendments or changes to Payroll
          Withholding Agreements. Notwithstanding the foregoing, a Participant
          may revoke his Payroll Withholding Agreement at any time and
          discontinue all future withholding.

     (c)  The Plan Administrator may amend or revoke its Payroll Withholding
          Agreement with any Participant at any time, if the Employer determines
          that such revocation or amendment is necessary to insure that a
          Participant's Annual Additions for any Plan Year will not exceed the
          limitations of Article 7 or to insure that the requirements of
          Sections 401(k) and 401(m) of the Code have been satisfied with
          respect to the amount which may be withheld and contributed on behalf
          of the Highly Compensated Group.

     (d)  Except as provided above, a Payroll Withholding Agreement may not be
          revoked or amended by the Participant or the Employer.

1.28 Plan, Plan and Trust, Trust
     The terms Plan, Plan and Trust and Trust mean Gaylord Entertainment Company
     401(k) Savings Plan. The Plan Identification Number is 002. The Plan is a
     profit sharing plan.


                                       1-8










<PAGE>   12

     The term Predecessor Plan means any qualified plan previously established
     and maintained by the Employer and to which this Plan is the successor.

1.29 Plan Administrator
     The Plan Administrator is Gaylord Entertainment Company.

1.30 Plan Year
     The Plan Year is the 12 month period beginning January 1 and ending
     December 31. The Limitation Year coincides with the Plan Year.

1.31 Reserved

1.32 Qualified Annuity Definitions

     (a)  Annuity Starting Date 
          Annuity Starting Date means (i) the first day of the first period for
          which an amount is payable as an annuity, or (ii) in the case of a
          benefit not payable in the form of an annuity, the first day on which
          all events have occurred which entitled the Participant to such
          benefit.

     (b)  Qualified Election

          (1)  In General
               Qualified Election means a written waiver of a Qualified Joint
               and Survivor Annuity or a Qualified Survivor Annuity. The waiver
               must be consented to by the Participant's spouse with such
               written consent witnessed by a representative of the Plan
               Administrator or a notary public. The spouse's consent must
               include the designation of a specific Beneficiary and the form of
               payment which cannot be changed without the consent of the
               spouse. Such consent will not be required if the Participant
               establishes to the satisfaction of the Plan Administrator that
               such written consent may not be obtained because there is no
               spouse, the spouse cannot be located or other circumstances that
               may be prescribed by Treasury Regulations. Any consent which is
               required under this Section will be valid only with respect to
               the spouse who signs the consent (or in the event of a deemed
               Qualified Election, the designated spouse). Additionally, any
               revocation of a prior waiver may be made by a Participant without
               the consent of the spouse at any time before the Annuity Starting
               Date; however, any waiver of a Qualified Joint and Survivor
               Annuity or a Qualified Survivor Annuity which follows such
               revocation must be in writing and must be consented to by the
               Participant's spouse. The number of waivers or revocations of
               such waivers will not be limited.

          (2)  Qualified Joint and Survivor Annuity Notices
               Not more than 90 days nor less than 30 days before the
               Participant's Annuity Starting Date, the Plan Administrator will
               provide the Participant a written explanation of:

               -    the terms and conditions of a Qualified Joint and Survivor
                    Annuity;

               -    the Participant's right to make and the effect of a
                    Qualified Election to waive the Qualified Joint and Survivor
                    Annuity form of benefit;

               -    a general description of the eligibility conditions and
                    other material features of the optional forms of benefit and
                    sufficient additional information to explain the relative
                    values of the optional forms of benefit available;



                                       1-9












<PAGE>   13

               -    the rights of the Participant's spouse; and

               -    the right to make, and the effect of, a revocation of a
                    previous Qualified Election to waive the Qualified Joint and
                    Survivor Annuity.

          (3) Qualified Survivor Annuity Notices
               The election period to waive the Qualified Survivor Annuity
               begins on the first day of the Plan Year in which the Participant
               attains age 35 and ends on the date of the Participant's death.
               If a Vested Terminated Participant separates from service before
               the beginning of the election period, the election period begins
               on the date of separation from service.

               The Plan Administrator will, within the applicable notice period,
               provide each Participant a written explanation of the Qualified
               Survivor Annuity containing comparable information to that
               required under the provisions of Section 1.32(b)(2). For purposes
               of this paragraph, the term "applicable notice period" means
               whichever of the following periods ends last:

               -    the period beginning with the first day of the Plan Year in
                    which the Participant attains age 32 and ending with the
                    close of the Plan Year preceding the Plan Year in which the
                    Participant attains age 35;

               -    the period beginning two years before and ending 12 months
                    after the individual becomes a Participant;

               -    the period beginning two years before and ending 12 months
                    after the joint and survivor rules become effective for the
                    Participant; or

               -    the period beginning one year before and ending 12 months
                    after the Participant separates from service before
                    attaining age 35.

               A Participant who will not have attained age 35 as of the end of
               any current Plan Year may make a special Qualified Election to
               waive the Qualified Survivor Annuity for the period beginning on
               the date of the election and ending on the first day of the Plan
               Year in which the Participant attains age 35. The Election will
               not be valid unless the Participant receives a written
               explanation of the Qualified Survivor Annuity in terms comparable
               to the explanation required above. Qualified Survivor Annuity
               coverage will automatically resume as of the first day of the
               Plan Year in which the Participant attains age 35. Any new waiver
               on or after that date will be subject to the full requirements of
               this Section 1.32(b).

          (c)  Qualified Joint and Survivor Annuity
               A Qualified Joint and Survivor Annuity means an annuity which is
               purchased from an Insurer and which is payable for the life of
               the Participant with a survivor annuity for the life of his
               Surviving Spouse in an amount which is 50% of the amount payable
               during the joint lives of the Participant and his spouse. The
               amount of the Qualified Joint and Survivor Annuity will be the
               amount of benefit which can be purchased from an Insurer with the
               Participant's Vested Accrued Benefit.

          (d)  Qualified Life Annuity
               A Qualified Life Annuity means an annuity which is purchased from
               an Insurer and which is payable for the lifetime of the
               Participant with payments terminating upon the death of the
               Participant. The amount of the Qualified Life Annuity will be the
               amount of benefit


                                      1-10


















<PAGE>   14
               which can be purchased from an Insurer with the Participant's
               Vested Accrued Benefit.

          (e)  Qualified Survivor Annuity
               A Qualified Survivor Annuity which a Surviving Spouse will be
               eligible to receive under the provisions of Section 6.02 means a
               monthly benefit payable for the remaining lifetime of the
               Surviving Spouse. The amount of the Qualified Survivor Annuity
               benefit will be the amount of benefit which can be purchased from
               an Insurer with the Participant's Vested Accrued Benefit.

               If the Participant's Vested Accrued Benefit is $3,500 or less,
               the Plan Administrator will direct the immediate distribution of
               the Participant's Vested Accrued Benefit to the Surviving Spouse.
               If the Participant's Vested Accrued Benefit at the time of any
               distribution exceeds $3,500, the Vested Accrued Benefit at any
               later time will be deemed to exceed $3,500. The Surviving Spouse
               may elect to receive the Qualified Survivor Annuity as a lump
               sum.

1.33 Related Employer
     The terms Related Employer and Affiliated Employer are used interchangeably
     and mean any other corporation, association, company or entity on or after
     the Effective Date which is, along with the Employer, a member of a
     controlled group of corporations (as defined in Code Section 414(b)), a
     group of trades or businesses which are under common control (as defined in
     Code Section 414(c)), an affiliated service group (as defined in Code
     Section 414(m)), or any organization or arrangement required to be
     aggregated with the Employer by Treasury Regulations issued under Code
     Section 414(o).

1.34 Required Beginning Date
     A Participant's Required Beginning Date for the commencement of benefit
     payments from the Plan is the April 1 immediately following:

          -    the later of 1989 or the calendar year in which he attained age
               70-1/2 if he attained age 70-1/2 after December 31, 1987;

          -    the calendar year in which he attains age 70-1/2 if he is or was
               a Five Percent Owner at any time during the Plan Year ending with
               or within the calendar year in which he attains age 66-1/2 or any
               later Plan Year; or

          -    the later of the calendar year in which he attains age 70-1/2 or
               the calendar year in which he retires for any other Participant.

1.35 Surviving Spouse
     Surviving Spouse means a deceased Participant's spouse who was married to
     the Participant on the Participant's date of death. The Plan Administrator
     and the Trustee may rely conclusively on a Participant's written statement
     of his marital status. Neither the Plan Administrator nor the Trustee is
     required at any time to inquire into the validity of any marriage, the
     effectiveness of a common-law relationship or the claim of any alleged
     spouse which is inconsistent with the Participant's report of his marital
     status and the identity of his spouse.

1.36 Top-Heavy Definitions

     (a)  Aggregate Account
          Aggregate Account means, with respect to each Participant, the value
          of all accounts maintained on behalf of the Participant, whether
          attributable to Employer or Employee contributions, used to determine
          Top-Heavy Plan status under the provisions of a defined


                                      1-11

<PAGE>   15

          contribution plan. A Participant's Aggregate Account as of the
          Determination Date will be the sum of:

          -    the balance of his Account(s) as of the most recent valuation
               date occurring within a 12-month period ending on the
               Determination Date (excluding any amounts attributable to
               deductible voluntary employee contributions); plus

          -    contributions that would be allocated as of a date not later than
               the Determination Date, even though those amounts are not yet
               made or required to be made; plus

          -    any Plan Distributions made within the Plan Year that includes
               the Determination Date or within the four preceding Plan Years.

     (b)  Aggregation Group
          Aggregation Group means either a Required Aggregation Group or a
          Permissive Aggregation Group as hereinafter determined.

          (1)  Required Aggregation Group
               Each plan of the Employer in which a Key Employee is a
               Participant, and each other plan of the Employer which enables
               any plan in which a Key Employee participates to meet the
               requirements of Code Section 401(a)(4) or 410, will be aggregated
               and the resulting group will be known as a Required Aggregation
               Group.

               Each plan in the Required Aggregation Group will be considered a
               Top-Heavy Plan if the Required Aggregation Group is a Top-Heavy
               Group. No plan in the Required Aggregation Group will be
               considered a Top-Heavy Plan if the Required Aggregation Group is
               not a Top-Heavy Group.

          (2)  Permissive Aggregation Group
               The Employer may also include any other plan not required to be
               included in the Required Aggregation Group, provided the
               resulting group (to be known as a Permissive Aggregation Group),
               taken as a whole, would continue to satisfy the provisions of
               Code Sections 401(a)(4) and 410.

               Only a plan that is part of the Required Aggregation Group will
               be considered a Top-Heavy Plan if the Permissive Aggregation
               Group is a Top-Heavy Group. No plan in the Permissive Aggregation
               Group will be considered a Top-Heavy Plan if the Permissive
               Aggregation Group is not a Top-Heavy Group.

               Only those plans of the Employer in which the Determination Dates
               fall within the same calendar year will be aggregated in order to
               determine whether the plans are Top-Heavy Plans.

     (c)  Determination Date
          Determination Date means the last day of the preceding Plan Year, or,
          in the case of the first Plan Year, the last day of the first Plan
          Year.

     (d)  Key Employee
          Key Employee means any Employee or former Employee (and his
          Beneficiary) who, at any time during the Plan Year or any of the
          preceding four Plan Years, was:

          (1)  A "Five Percent Owner" of the Employer. "Five Percent Owner"
               means any person who owns (or is considered as owning within the
               meaning of Code Section 318) more than 5% of the value of the
               outstanding stock of the Employer or stock possessing more than
               5%


                                      1-12









<PAGE>   16

               of the total combined voting power of all stock of the Employer.
               If the Employer is not a corporation, Five Percent Owner means
               any person who owns more than 5% of the capital or profits
               interest in the Employer. In determining percentage ownership
               hereunder, Related Employers will be treated as separate
               Employers; or

          (2)  A "One Percent Owner" of the Employer having Compensation from
               the Employer of more than $150,000. "One Percent Owner" means any
               person who owns (or is considered as owning within the meaning of
               Code Section 318) more than 1% of the value of the outstanding
               stock of the Employer or stock possessing more than 1% of the
               total combined voting power of all stock of the Employer. If the
               Employer is not a corporation, One Percent Owner means any person
               who owns more than 1% of the capital or profits interest in the
               Employer. In determining percentage ownership hereunder, Related
               Employers will be treated as separate Employers. However, in
               determining whether an individual has Compensation of more than
               $150,000, Compensation from each Related Employer will be taken
               into account.

          (3)  One of the 10 Employees having Compensation not less than the
               Defined Contribution Dollar Limit (as defined in Section 7.03(j)
               for the Plan Year) who owns (or is considered as owning within
               the meaning of Code Section 318) both greater than 1/2% interest
               and the largest interests in all Employers required to be
               aggregated under Code Sections 414(b), (c), (m) and (o);

          (4)  An officer (within the meaning of the regulations under Code
               Section 416) of the Employer having Compensation greater than 50%
               of the Defined Benefit Dollar Limit as defined in Section 7.03(f)
               for the Plan Year;

          For purposes of this Section, Compensation means Aggregate
          Compensation as defined in Section 7.03(a) plus any amounts
          contributed by the Employer pursuant to a salary reduction agreement
          which are excludable from the gross income of the Employee under Code
          Section 125, 402(e)(3), 402(h) or 403(b). Compensation in excess of
          the Statutory Compensation Limit is disregarded.

     (e)  Non-Key Employee
          Non-Key Employee means any Employee (and his Beneficiaries) who is not
          a Key Employee.

     (f)  Plan Distributions
          Plan distributions include distributions made before January 1, 1984,
          and distributions under a terminated plan which, if it had not been
          terminated, would have been required to be included in an aggregation
          group. However, distributions made after the valuation date and before
          the Determination Date are not included to the extent that they are
          already included in the Participant's Single Sum Benefit as of the
          valuation date.

          With respect to "unrelated" rollovers and plan-to-plan transfers
          (those which are both initiated by an employee and made from a plan
          maintained by one employer to a plan maintained by another employer),
          if such a rollover or plan-to-plan transfer is made from this Plan, it
          will be considered as a distribution for purposes of this Section. If
          such a rollover or plan-to-plan transfer is made to this Plan, it will
          not be considered as part of the Participant's Single Sum Benefit.
          However, an unrelated rollover or plan-to-plan transfer accepted
          before January 1, 1984, will be considered as part of the
          Participant's Single Sum Benefit.

          With respect to "related" rollovers and plan-to-plan transfers (those
          which are either not initiated by an employee or are made from one
          plan to another plan maintained by the same employer), if such a
          rollover or plan-to-plan transfer is made from this Plan, it will not




                                      1-13









<PAGE>   17

          be considered as a distribution for purposes of this Section. If such
          a rollover or plan-to-plan transfer is made to this Plan, it will be
          considered as part of the Participant's Single Sum Benefit.

     (g)  Present Value of Accrued Benefit
          In the case of the defined benefit plan, a Participant's Present Value
          of Accrued Benefit, for Top-Heavy determination purposes, will be
          determined using the following rules:

          (1)  The Present Value of Accrued Benefit will be determined as of the
               most recent "valuation date" within a 12-month period ending on
               the Determination Date.

          (2)  For the first Plan Year, the Present Value of Accrued Benefit
               will be determined as if (A) the Participant terminated service
               as of the Determination Date; or (B) the Participant terminated
               service as of the valuation date, but taking into account the
               estimated Present Value of Accrued Benefits as of the
               Determination Date.

          (3)  For any other Plan Year, the Present Value of Accrued Benefit
               will be determined as if the Participant terminated service as of
               the valuation date.

          (4)  The valuation date must be the same date used for computing the
               defined benefit plan minimum funding costs, regardless of whether
               a calculation is performed that plan year.

          (5)  A Participant's Present Value of Accrued Benefit as of a
               Determination Date will be the sum of:

               -    the present value of his Accrued Benefit determined using
                    the actuarial assumptions which are specified below; plus

               -    any Plan Distributions made within the Plan Year that
                    includes the Determination Date or within the four preceding
                    Plan Years; plus

               -    any employee contributions, whether voluntary or mandatory.
                    However, amounts attributable to qualified voluntary
                    employee contributions, as defined in Code Section 219(e)(2)
                    will not be considered to be a part of the Participant's
                    Present Value of Accrued Benefit.

               For purposes of this Section, the present value of a
               Participant's Accrued Benefit will be equal to the greater of the
               present value determined using the actuarial assumptions which
               are specified for Actuarial Equivalent purposes or the present
               value determined using the "Applicable Interest Rate." The
               Applicable Interest Rate is the rate or rates that would be used
               by the Pension Benefit Guaranty Corporation for a trusteed
               single-employer plan to value a Participant's or Beneficiary's
               benefit on the date of distribution (the "PBGC Rate"). If the
               present value using the PBGC Rate exceeds $25,000, the Applicable
               Interest Rate is 120% of the PBGC Rate. However, the use of 120%
               of the PBGC Rate will never result in a present value less than
               $25,000.

          (6)  Solely for the purpose of determining if this Plan (or any other
               plan included in a Required Aggregation Group of which this Plan
               is a part) is Top- Heavy, the Accrued Benefit of any Employee
               other than a Key Employee will be determined under

               (A)  the method, if any, that uniformly applies for accrual
                    purposes under all plans maintained by the Employer or any
                    Related Employer, or



                                      1-14










<PAGE>   18

               (B)  if there is no such method, as if the benefit accrued no
                    more rapidly than the slowest accrual rate permitted under
                    the fractional accrual rate of Code Section 411(b)(1)(C).

     (h)  Single Sum Benefit
          The Single Sum Benefit for any Participant in a defined benefit
          pension plan will be equal to his Present Value of Accrued Benefit.
          The Single Sum Benefit for any Participant in a defined contribution
          plan will be equal to his Aggregate Account.

     (i)  Top-Heavy Group
          Top-Heavy Group means an Aggregation Group in which, as of the
          Determination Date, the Single Sum Benefits of all Key Employees under
          all plans included in the group exceeds 60% of a similar sum
          determined for all Participants.

          Super Top-Heavy Group means an Aggregation Group in which, as of the
          Determination Date, the sum of (1) the Single Sum Benefits of all Key
          Employees under all defined benefit plans included in the group, plus
          (2) the Single Sum Benefit of all Key Employees under all defined
          contribution plans included in the group exceeds 90% of a similar sum
          determined for all Participants.

     (j)  Top-Heavy Plan
          This Plan will be a Top-Heavy Plan for any Plan Year beginning after
          December 31, 1983, in which, as of the Determination Date, the Single
          Sum Benefits of all Key Employees exceed 60% of the Single Sum
          Benefits of all Participants under this Plan.

          This Plan will be a Super Top-Heavy Plan for any Plan Year beginning
          after December 31, 1983, in which, as of the Determination Date, the
          Single Sum Benefits of all Key Employees exceed 90% of the Single Sum
          Benefits of all Participants under this Plan.

          If any Participant is a Non-Key Employee for a given Plan Year, but
          was a Key Employee for any prior Plan Year, the Participant's Single
          Sum Benefit will not be taken into account for purposes of determining
          whether this Plan is a Top-Heavy or Super Top-Heavy Plan (or whether
          any Aggregation Group which includes this Plan is a Top-Heavy or Super
          Top-Heavy Group).

          If an individual has performed no services for the Employer at any
          time during the 5-year period ending on the Determination Date, any
          Single Sum Benefit of such individual will not be taken into account
          for purposes of determining whether this Plan is a Top-Heavy or Super
          Top-Heavy Plan (or whether any Aggregation Group which includes this
          Plan is a Top-Heavy Group or Super Top-Heavy Group).

1.37 Trust Fund, Trust
     These terms mean the total cash, securities, real property, insurance
     contracts and any other property held by the Trustee.

1.38 Trustee
     The Trustee with respect to assets not held by NationsBank of Texas, NA is
     Charles Schwab Trust Company or any successor Trustee.

     NationsBank of Texas, NA is Trustee solely with respect to certain
     Guaranteed Investment Contracts held by NationsBank of Texas, NA under a
     separate trust agreement executed by the Plan Sponsor and by NationsBank of
     Texas, NA.



                                      1-15









<PAGE>   19

1.39 Vested Percentage
     A Participant's Vested Percentage as of a given date will be that
     percentage determined in accordance with the Vesting Schedule.
     Notwithstanding the preceding, a Participant will be 100% vested upon
     reaching the earlier of (a) his Normal Retirement Age or (b) the later of
     the date upon which the Participant attains age 65 or reaches the 5th
     anniversary of the date he commenced participation in the Plan.

1.40 Vesting Schedule
     A Participant's Vested Percentage will be determined in accordance with the
     following table:


<TABLE>
<CAPTION>
                     Years of Vesting Service               Vested Percentage
                     ------------------------               -----------------
                    <S>                                           <C>
                    Less than 2 Years                               0%
                              2 Years                              40%
                              3 Years                              60%
                              4 Years                              80%
                              5 Years or more                     100%
</TABLE>


1.41 Written Resolution
     The terms Written Resolution and Written Consent are used interchangeably
     and reflect decisions, authorizations, etc. by the Employer. A Written
     Resolution will be evidenced by a resolution of the Board of Directors of
     the Employer.

1.42 Year of Service

     (a)  Crediting Years of Service
          Years of Service are determined under the Hours of Service Method.
          Under the Hours of Service Method, a Year of Service will be credited
          for each 12 consecutive month Computation Period during which an
          Employee is credited with a specified number of Hours of Service.

          Under the Hours of Service Method, a One Year Break-in-Service means
          any Computation Period during which an Employee completes 500 or fewer
          Hours of Service.

          Years of Eligibility Service for purposes of determining eligibility
          to participate in the Plan and Years of Vesting Service for purposes
          of determining a Participant's Vested Percentage include service with
          any organization which is a Related Employer with respect to the
          Employer.

     (b)  For Eligibility Purposes
          Years of Service for purposes of eligibility to participate in the
          Plan are referred to as Years of Eligibility Service and are
          determined using the Hours of Service Method.

          A Year of Eligibility Service is credited for each Computation Period
          during which an Employee is credited with at least 1,000 Hours of
          Service. The initial Computation Period is the 12 consecutive month
          period beginning with the Employee's Employment Commencement Date.
          Thereafter, the Computation Period is the Plan Year beginning with the
          Plan Year in which the initial Computation Period ends.

          All of an Employee's Years of Eligibility Service are taken into
          account in determining his eligibility to participate.





                                      1-16








<PAGE>   20


     (c)  For Vesting Purposes
          Years of Service for purposes of computing a Participant's Vested
          Percentage are referred to as Years of Vesting Service and are
          determined using the Hours of Service Method.

          A Year of Vesting Service is credited for each Plan Year in which an
          Employee is credited with at least 1,000 Hours of Service. Only full
          Years of Service are credited.

          All of a Participant's Years of Vesting Service are taken into account
          in determining his Vested Percentage.






















                                      1-17









<PAGE>   21

                                    ARTICLE 2

                                  PARTICIPATION


2.01 Participation
     An Employee who is a member of an Eligible Employee Classification will
     become eligible to participate in the Plan on the Entry Date which
     coincides with or next follows the attainment of age 21 and the completion
     of one Year of Eligibility Service.

     An Employee who is eligible to participate as of the Effective Date or as
     of a given Entry Date will automatically become a Participant as of such
     date. An Employee who is otherwise eligible to participate may irrevocably
     elect not to participate in the Plan. Any election under this paragraph
     must be in writing and according to guidelines established by the Plan
     Administrator.

2.02 Participation After Reemployment
     An Employee who has satisfied all of the eligibility requirements but
     terminates employment prior to his Entry Date will participate in the Plan
     immediately upon returning to the employ of the Employer.

     A Participant or Former Participant who has terminated employment will
     participate as an Active Participant in the Plan immediately upon returning
     to the employ of the Employer.

2.03 Change in Employment Classification
     In the event a Participant becomes ineligible to participate because he is
     no longer a member of an Eligible Employee Classification, the Participant
     will participate immediately upon his return to an Eligible Employee
     Classification.

     In the event an Employee who is not a member of an Eligible Employee
     Classification becomes a member of such a classification, such Employee
     will begin to participate immediately if he has satisfied the eligibility
     requirements which are specified in Section 2.01.









                                       2-1









<PAGE>   22

                                    ARTICLE 3

                              PARTICIPANT ACCOUNTS


3.01 Tax-Deferred Account

     Tax-Deferred Account means the Account of a Participant reflecting
     applicable contributions, investment income or loss allocated thereto and
     distributions. A Participant's Tax-Deferred Account is 100% vested at all
     times.


     (a) Tax-Deferred Contributions

          (1)  Amount of Contribution
               Each Participant may elect to make a Tax-Deferred Contribution
               each Accounting Period not to exceed 16% of the Participant's
               Compensation. Such contribution will be designated as a
               percentage of Compensation and will be equal to an even multiple
               of 1% or such other amount as allowed by the Plan Administrator.

          (2)  Payroll Withholding
               All Tax-Deferred Contributions will be made pursuant to a Payroll
               Withholding Agreement in accordance with Section 1.27.

          (3)  Nondiscrimination Requirements
               All Tax-Deferred Contributions are Elective Contributions within
               the meaning of Section 4.05(a) and must satisfy the
               Nondiscrimination Requirements of Section 4.05.

          (4)  Excess Deferrals
               The maximum amount of Tax-Deferred Contribution which can be made
               under the Plan on behalf of any Participant during any calendar
               year will be limited to that amount which would not constitute an
               Excess Deferral as defined in Section 4.05. The Plan
               Administrator will distribute any Excess Deferral, together with
               the income allocable to it, to the Participant no later than
               April 15 of the calendar year immediately following the year of
               the Excess Deferral. If a Participant notifies the Plan
               Administrator before March 1 of any calendar year that Excess
               Deferrals have been made on his account for the previous calendar
               year by reason of participation in a Cash or Deferred Arrangement
               maintained by another employer or employers, and if the
               Participant requests that the Plan Administrator distribute a
               specific amount to him on account of Excess Deferrals and
               certifies that the requested amount is an Excess Deferral, the
               Plan Administrator will designate the amount requested together
               with the income allocable to it as a distribution of Excess
               deferrals and distribute such amount no later than April 15 of
               that calendar year. The amount of Excess Deferrals to be
               distributed will be reduced by any Excess Contributions
               previously distributed or recharacterized with respect to the
               Plan Year beginning with or within the calendar year. The amount
               of income allocable to the Excess Deferral will be determined as
               described in Section 4.05.

          (5)  Timing of Deposits
               The Employer will deposit all Tax-Deferred Contributions on the
               earliest date on which such contributions can reasonably be
               segregated from the Employer's general assets, but in no event
               later than 90 days after the date on which the amounts withheld
               would otherwise have been paid to the Participant in cash.
               Effective February 3, 1997, the Employer will deposit all
               Tax-Deferred Contributions on the earliest date on which



                                       3-1







<PAGE>   23



               such contributions can reasonably be segregated from the
               Employer's general assets, but in no event later than 15 business
               days following the end of the month in which the amounts withheld
               would otherwise have been paid to the Participant in cash.

          (b)  Financial Hardship Withdrawals
               A Participant may file with the Plan Administrator a written
               request to withdraw, in order to avoid or alleviate a Financial
               Hardship, any amount not to exceed that portion of his
               Tax-Deferred Account which represents the sum of

               -    his total Tax-Deferred Contributions made after 1988, and

               -    his total Tax-Deferred Contributions made before 1989
                    together with the income earned before 1989 which is
                    allocable to those Contributions.

               The Plan Administrator will allow Financial Hardship withdrawals
               only if (i) such withdrawal is necessary to satisfy a
               Participant's immediate and heavy financial need, and (ii) the
               Participant has applied for and received the maximum number of
               loans to which he or she is entitled pursuant to Section 11.16(g)
               of the Plan.

               (1)  Immediate and Heavy Financial Need
                    A withdrawal will be deemed to be made due to an immediate
                    and heavy financial need of the Participant if it is made
                    because of:

                    -    Expenses for medical care described in Code Section
                         213(d) previously incurred by the Participant, his
                         spouse or any of his dependents (as defined in Code
                         Section 152) or necessary for these persons to obtain
                         medical care described in Code Section 213(d);

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

                    -    Payment of tuition or educational fees for the next 12
                         months of post-secondary education for the Participant,
                         his spouse, children or dependents (as defined in Code
                         Section 152);

                    -    Prevention of the eviction of the Participant from his
                         principal residence or foreclosure on the mortgage of
                         the Participant's principal residence;

                    -    Destruction of or substantial damage to the
                         Participant's principal residence; or

                    -    Any other expense which, in the Plan Administrator's
                         judgment exercised in a uniform and nondiscriminatory
                         manner, if not paid would substantially impair the
                         Participant's ability to provide for the support,
                         maintenance, education or health (within the meaning of
                         the Treasury Regulations under Code Section 2041) of
                         the Participant and his spouse and dependents. For this
                         purpose, the Plan Administrator will consider only
                         basic needs and will not consider the standard of
                         living to which the Participant or his spouse or
                         dependents have become accustomed.

               (2)  Necessary To Satisfy Financial Need
                    No withdrawal may exceed the amount necessary to satisfy the
                    Participant's immediate and heavy financial need. However,
                    the amount of an immediate and heavy financial need may
                    include any amounts necessary to pay any federal, state or
                    local income taxes or penalties reasonably anticipated to
                    result from the distribution. The Plan Administrator will
                    allow the withdrawal if it determines, after a full review
                    of the Participant's written request and evidence presented
                    by the Participant showing immediate and heavy financial
                    need as well as the Participant's lack of other 


                                      3-2


<PAGE>   24

                    reasonably available resources, that the withdrawal is
                    necessary to satisfy the need. No withdrawal will be treated
                    as necessary to the extent it can be satisfied from other
                    resources which are reasonably available to the Participant,
                    including those of the Participant's spouse and minor
                    children. A withdrawal will be treated as necessary to the
                    extent the Participant demonstrates to the satisfaction of
                    the Plan Administrator that the need cannot be relieved by
                    any of the following:

                    -    Reimbursement or compensation by insurance or
                         otherwise;

                    -    Reasonable liquidation of assets to the extent the
                         liquidation would not itself cause an immediate and
                         heavy financial need;

                    -    Cessation of Tax-Deferred Contributions or Employee
                         After-tax Contributions (as defined in Section 4.05(a))
                         or both under any plan maintained by any employer;

                    -    Other distributions or nontaxable (at the time of the
                         loan) loans from plans maintained by any employer;

                    -    Borrowing from commercial sources on reasonable
                         commercial terms.

                    Unless the Plan Administrator has evidence to the contrary,
                    it may rely upon the Participant's written representation
                    that the need cannot be relieved by any of the foregoing.

               (c)  Distributions
                    No distribution may be made from the Participant's
                    Tax-Deferred Account or any account comprised of Matching
                    Contributions or Nonelective Contributions which are treated
                    as Elective Contributions in accordance with the provisions
                    of Section 4.05(h) except under one of the following
                    circumstances:

                    -    the Participant's retirement, death, disability or
                         termination of employment;

                    -    the Participant's attaining of age 59 1/2;

                    -    the avoidance or alleviation of a Financial Hardship;

                    -    the termination of this Plan without the establishment
                         of a successor plan within the meaning of Treasury
                         Regulation Section 1.401(k)-1(d)(3);

                    -    the sale or other disposition by the Employer of at
                         least 85 percent of the assets used by the Employer in
                         a trade or business to an unrelated corporation which
                         does not maintain the plan, but only if the Participant
                         continues employment with the corporation acquiring the
                         assets and only if the Employer continues to maintain
                         this Plan; or

                    -    the sale or other disposition by the Employer of its
                         interest in a subsidiary to an unrelated entity which
                         does not maintain the plan, but only if the Participant
                         continues employment with the subsidiary and only if
                         the Employer continues to maintain this Plan.

                    This paragraph does not apply to distributions of Excess
                    Deferrals, Excess Contributions, or excess Annual Additions.




                                       3-3









<PAGE>   25


3.02 Employee After-Tax Account

     Employee After-Tax Account means the Account of a Participant reflecting
     applicable contributions, investment income or loss allocated thereto and
     distributions. A Participant's Employee After-Tax Account is 100% vested at
     all times.

     (a)  Employee After-Tax Contributions
          Participants are no longer permitted to make Employee After-Tax 
          Contributions to the Plan.

     (b)  Withdrawals
          A Participant may withdraw all or any portion of his Employee
          After-Tax Account subject to the limitations of this Section.

3.03 Employer Matching Account

     Employer Matching Account means the Account of a Participant reflecting
     applicable contributions, forfeitures, investment income or loss allocated
     thereto and distributions. A Participant's Employer Matching Account will
     vest in accordance with the Vesting Schedule.

     (a)  Employer Matching Contributions
          Each Contribution Period, the Employer will, within the time
          prescribed by law for making a deductible contribution, make an
          Employer Matching Contribution to each Eligible Participant's Employer
          Matching Account in an amount which is determined in accordance with
          this Section subject to the limitations of Article 7.

          The amount of Employer Matching Contribution to be made to an Eligible
          Participant's Employer Matching Account is equal to 50% of the
          Participant's Tax-Deferred Contribution which is not in excess of 6%
          of the Participant's Compensation.

          All Employer Matching Contributions are Matching Contributions within
          the meaning of Section 4.05(a) and must satisfy the Nondiscrimination
          Requirements of Section 4.05.

     (b)  Contribution Period
          The Contribution Period for Employer Matching Contributions is each
          month.

     (c)  Application of Forfeitures
          Forfeitures from a Participant's Employer Matching Account will be
          used to reduce Employer Matching Contributions in the Plan Year in
          which the Forfeitures are determined to occur.

     (d)  Withdrawals
          A Participant may not withdraw any portion of his Employer Matching
          Account prior to the time when benefits otherwise become payable in
          accordance with the provisions of Article 5.

3.04 Rollover Account

     Rollover Account means the Account of a Participant reflecting applicable
     contributions, investment income or loss allocated thereto and
     distributions. A Participant's Rollover Account is 100% vested at all
     times.



                                       3-4

















<PAGE>   26
     (a)  Rollover Contributions
          Rollover Contribution means a contribution to the Plan by a
          Participant where such contribution is the result of a prior
          distribution from another qualified plan. Such prior distribution must
          be a rollover amount described in Section 402(c)(4) of the Code.

          Each Employee who is a member of an Eligible Employee Classification,
          regardless of whether he is a Participant in the Plan, will have the
          right to make a Rollover Contribution of cash (or other property of a
          form acceptable to the Plan Administrator and the Trustee) into the
          Plan from another qualified plan. If the Employee is not a Participant
          hereunder, his Rollover Account will constitute his entire interest in
          the Plan. In no event will the existence of a Rollover Account entitle
          the Employee to participate in any other benefit provided by the Plan.

          If specifically provided for in a Written Resolution, Rollover
          Contribution will also mean the amount of assets transferred, pursuant
          to Section 10.05, to this Plan from another plan which is qualified
          under Code Sections 401(a) and 501(a).

     (b)  Withdrawals
          A Participant may withdraw all or any portion of his Rollover Account
          at any time. However, if a Participant makes such a withdrawal, he may
          not make another withdrawal from his Rollover Account until twelve
          months have elapsed.
















                                       3-5
 

<PAGE>   27


                                   ARTICLE 4

                           ACCOUNTING AND VALUATION


4.01 General Powers of the Plan Administrator
     The Plan Administrator will have the power to establish rules and
     guidelines, which will be applied on a uniform and non-discriminatory
     basis, as it deems necessary, desirable or appropriate with regard to
     accounting procedures and to the timing and method of contributions to
     and/or withdrawals from the Plan.

4.02 Valuation Procedure
     As of each Valuation Date, the Plan Administrator will determine from the
     Trustee the fair market value of Trust assets and will, subject to the
     provisions of this Article, determine the allocation of such value among
     the Accounts of the Participants; in doing so, the Plan Administrator will
     in the following order:

     (a)  Credit or charge, as appropriate, to the proper Accounts all
          contributions, payments, transfers, forfeitures, withdrawals or other
          distributions made to or from such Accounts since the last preceding
          Valuation Date and that have not been previously credited or charged.

     (b)  Credit or charge, as applicable, each Account with its pro rata
          portion of the appreciation or depreciation in the fair market value
          of the Trust Fund since the prior Valuation Date. Such appreciation or
          depreciation will reflect investment income, realized and unrealized
          gains and losses, other investment transactions and expenses paid from
          the Trust Fund.

4.03 Reserved

4.04 Participant Direction of Investment

     (a)  Application of this Section
          Subject to the provisions of this Section, each Participant will have
          the right to direct the investment of all of his Accounts among the
          Specific Investment Funds which are made available by the Plan
          Administrator.

     (b)  General Powers of the Trustee
          The Trustee will have the power to establish rules and guidelines as
          it deems necessary, desirable or appropriate with regard to the
          directed investment of contributions in accordance with this Section.
          Such rules and guidelines are intended to comply with Section 404(c)
          of ERISA and the regulations thereunder. Included in such powers, but
          not by way of limitation, are the following powers and rights.

          (1)  To temporarily invest those contributions which are pending
               directed investment in a Specific Investment Fund, in the General
               Investment Fund or in some other manner as determined by the
               Trustee.

          (2)  To establish rules with regard to the transfer of all or any part
               of the balance of an Account or Accounts of a given Participant
               from one Investment Fund to another.

          (3)  To maintain any part of the assets of any Investment Fund in
               cash, or in demand or short-term time deposits bearing a
               reasonable rate of interest, or in a short-term investment fund
               that provides for the collective investment of cash balances or
               in


                                       4-1


















<PAGE>   28
               other cash equivalents having ready marketability, including, but
               not limited to, U.S. Treasury Bills, commercial paper,
               certificates of deposit, and similar types of short-term
               securities, as may be deemed necessary by the Trustee in its sole
               discretion.

          The Trustee will not be liable for any loss that results from a
          Participant's exercise of control over the investment of the
          Participant's Accounts. If the Participant fails to provide adequate
          directions, the Plan Administrator will direct the investment of the
          Participant's Account. The Trustee will have no duty to review or make
          recommendations regarding a Participant's investment directions.

     (c)  Accounting
          The Plan Administrator will maintain a set of accounts for each
          Investment Fund. The accounts of the Plan Administrator for each
          Investment Fund will indicate separately the dollar amounts of all
          contributions made to such Investment Fund by or on behalf of each
          Participant from time to time. The Plan Administrator will compute the
          net income from investments; net profits or losses arising from the
          sale, exchange, redemption, or other disposition of assets, and the
          prorata share attributable to each Investment Fund of the expenses of
          the administration of the Plan and Trust and will debit or credit, as
          the case may be, such income, profits or losses, and expenses to the
          unsegregated balance in each Investment Fund from time to time. To the
          extent that the expenses of the administration of the Plan and Trust
          are not directly attributable to a given Investment Fund, such
          expenses, as of a given Valuation Date, will be prorated among each
          Investment Fund; such allocation of expenses will, in general, be
          performed in accordance with the guidelines which are specified in
          this Article.

     (d)  Future Contributions
          Each Participant who chooses to participate in the Plan will elect the
          percentage of those contributions (which are subject to Participant
          direction of investment) which is to be deposited to each available
          Investment Fund. Such election will be in effect until modified. If
          any Participant fails to make an election by the appropriate date, he
          will be deemed to have elected an Investment Fund(s) as determined by
          the Plan Administrator. Elections will be limited to multiples of one
          percent (or such other reasonable increments as determined by the Plan
          Administrator).

     (e)  Change in Investment of Past Contributions
          A Participant may file an election with the Plan Administrator to
          shift the aggregate amount or reasonable increments (as determined by
          the Plan Administrator) of the balance of his existing Account or
          Accounts which are subject to Participant direction of investment
          among the various Investment Funds as of the first day of each
          Accounting Period (or such other time or times as determined by the
          Plan Administrator). Elections will be limited to multiples of one
          percent (or such other reasonable increments as determined by the Plan
          Administrator).

     (f)  Changes in Investment Elections
          Elections with respect to future contributions and/or with respect to
          changes in the investment of past contributions will be in writing on
          a form provided by the Plan Administrator, except that each
          Participant may authorize the Plan Administrator in writing on an
          authorization form provided by the Plan Administrator to accept such
          directions as may be made by the Participant by use of a telephone
          voice response system maintained for such purpose.

          The Plan Administrator may establish additional rules and procedures
          with respect to investment election changes including, for example,
          the number of allowed changes per




                                       4-2

<PAGE>   29

          specified period, the amount of reasonable fee, if any, which will be
          charged to the Participant for making a change, specified dates or
          cutoff dates for making a change, etc.

     (g)  Addition and Deletion of Specific Investment Funds
          Specific Investment Funds may be made available from time to time by
          the Trustee. Specific Investment Funds, as are from time to time made
          available by the Trustee, may be deleted or added from time to time by
          the Plan Administrator in the Plan Administrator's sole and absolute
          discretion. The Plan Administrator will establish guidelines for the
          proper administration of affected Accounts when a Specific Investment
          Fund is added or deleted.

4.05 Nondiscrimination Requirements

     (a)  Definitions Applicable to the Nondiscrimination Requirements The
          following definitions apply to this Section:

          (1)  Aggregate Limit
               With respect to a given Plan Year, Aggregate Limit means the
               greater of the sum of [(A) + (B)] or the sum of [(C) + (D)]
               where:

               (A)  is equal to 125% of the greater of DP or CP;

               (B)  is equal to 2 percentage points plus the lesser of DP or CP,
                    not to exceed 2 times the lesser of DP or CP;

               (C)  is equal to 125% of the lesser of DP or CP;

               (D)  is equal to 2 percentage points plus the greater of DP or
                    CP, not to exceed 2 times the greater of DP or CP;

               DP   represents the Deferral Percentage for the Non-highly
                    Compensated Group eligible under the Cash or Deferred
                    Arrangement for the Plan Year; and

               CP   represents the Contribution Percentage for the Non-highly
                    Compensated Group eligible under the plan providing for the
                    Employee After-tax Contributions or Employer Matching
                    Contributions for the Plan Year beginning with or within the
                    Plan Year of the Cash or Deferred Arrangement.

          (2)  Cash or Deferred Arrangement (CODA) 
               A Cash or Deferred Election is any election (or modification of
               an earlier election) by an Employee to have the Employer either:

               -    provide an amount to the Employee in the form of cash or
                    some other taxable benefit that is not currently available,
                    or

               -    contribute an amount to the Plan (or provide an accrual or
                    other benefit) thereby deferring receipt of Compensation.

               A Cash or Deferred Election will only be made with respect to an
               amount that is not currently available to the Employee on the
               date of election. Further, a Cash or Deferred Election will only
               be made with respect to amounts that would have (but for the Cash
               or Deferred Election) become currently available after the later
               of the date on which the Employer adopts the Cash or Deferred
               Arrangement or the date on which the


                                       4-3









<PAGE>   30

               arrangement first becomes effective.

               A Cash or Deferred Election does not include a one-time
               irrevocable election upon the Employee's commencement of
               employment or first becoming an Eligible Employee.

          (3)  Compensation
               For purposes of this Section, Compensation means Aggregate
               Compensation as defined in Section 7.03(a) plus amounts
               contributed by the Employer pursuant to a salary reduction
               agreement which are excludable from the gross income of the
               Employee under Code Section 125, 402(e)(3), 402(h) or 403(b).
               Compensation in excess of the Statutory Compensation Limit is
               disregarded.

               The period used to determine an Employee's Compensation for a
               Plan Year may be limited to that portion of the Plan Year in
               which the Employee was an Eligible Employee, provided that this
               method is applied uniformly to all Eligible Employees under the
               Plan for the Plan Year.

          (4)  Contribution Percentage
               Contribution Percentage means, for any specified group, the
               average of the ratios calculated (to the nearest one-hundredth of
               one percent) separately for each Participant in the group, of the
               amount of Employee After-tax Contributions and Matching
               Contributions which are made by or on behalf of each Participant
               for a Plan Year to each Participant's Compensation for the Plan
               Year.

               For purposes of determining the Contribution Percentage, each
               Employee who is eligible under the terms of the Plan to make or
               to have contributions made on his behalf is treated as a
               Participant. The Contribution Percentage of an eligible Employee
               who makes no Employee After-tax Contribution and receives no
               Matching Contribution is zero.

               For purposes of determining the Contribution Percentage of a
               Participant who is a Highly Compensated Employee, the
               Compensation of and all Employee Contributions and Matching
               Contributions for the Participant include, in accordance with the
               provisions of Section 4.05(d), the Compensation of and all
               Employee After-tax Contributions and Matching Contributions for
               any Family Member of the Participant.

               The Contribution Percentage of a Participant who is a Highly
               Compensated Employee for the Plan Year and who is eligible to
               make Employee After-tax Contributions or receive an allocation of
               Matching Contributions (including Elective Contributions and
               Nonelective Contributions which are treated as Employee or
               Matching Contributions for purposes of the Contribution
               Percentage Test) allocated to his accounts under two or more
               plans which are sponsored by the Employer will be determined as
               if the Employee After-tax and Matching Contributions were made
               under a single plan. For purposes of this paragraph, if a Highly
               Compensated Employee participates in two or more such plans which
               have different Plan Years, all plans ending with or within the
               same calendar year will be treated as a single plan.

          (5)  Contribution Percentage Test
               The Contribution Percentage Test is a test applied on a Plan Year
               basis to determine whether a plan meets the requirements of Code
               Section 401(m). The Contribution Percentage Test may be met by
               either satisfying the General Contribution Percentage Test or the
               Alternative Contribution Percentage Test.

               The General Contribution Percentage Test is satisfied if the
               Contribution Percentage


                                       4-4







<PAGE>   31

               for the Highly Compensated Group does not exceed 125% of the
               Contribution Percentage for the Non-highly Compensated Group.

               The Alternative Contribution Percentage Test is satisfied if the
               Contribution Percentage for the Highly Compensated Group does not
               exceed the lesser of:

                    -    the Contribution Percentage for the Non-highly
                         Compensated Group plus 2 percentage points, or

                    -    the Contribution Percentage for the Non-highly
                         Compensated Group multiplied by 2.0.

               If (i) one or more Highly Compensated Employees of the Employer
               or any Related Employer are eligible to participate in both a
               Cash or Deferred Arrangement and a plan which provides for
               Employee After-tax Contributions or Matching Contributions, (ii)
               the Deferral Percentage for the Highly Compensated Group does not
               satisfy the General Deferral Percentage Test, and (iii) the
               Contribution Percentage for the Highly Compensated Group does not
               satisfy the General Contribution Percentage Test, then the
               Contribution Percentage Test will be deemed to be satisfied only
               if the sum of the Deferral Percentage and the Contribution
               Percentage for the Highly Compensated Group does not exceed the
               Aggregate Limit.

               The Plan will not fail to satisfy the Contribution Percentage
               test merely because all of the Eligible Employees under the Plan
               for a Plan Year are Highly Compensated Employees.

          (6)  Deferral Percentage
               Deferral Percentage means, for any specified group, the average
               of the ratios calculated (to the nearest one-hundredth of one
               percent) separately for each Participant in the group, of the
               amount of Elective Contributions which are made on behalf of each
               Participant for a Plan Year to each Participant's Compensation
               for the Plan Year.

               For purposes of determining the Deferral Percentage, each
               Employee who is eligible under the terms of the Plan to have
               contributions made on his behalf is treated as a Participant. The
               Deferral Percentage of an eligible Employee who makes no Elective
               Contribution is zero.

               For purposes of determining the Deferral Percentage of a
               Participant who is a Highly Compensated Employee, the
               Compensation of and Elective Contributions for the Participant
               include, in accordance with the provisions of Section 4.05(d),
               the Compensation and all Elective Contributions for any Family
               Member of the Participant.

               The Deferral Percentage of a Participant who is a Highly
               Compensated Employee for the Plan Year and who is eligible to
               have Elective Contributions (including Nonelective Contributions
               or Matching Contributions which are treated as Elective
               Contributions for purposes of the Deferral Percentage Test)
               allocated to his accounts under two or more Cash or Deferred
               Arrangements which are maintained by the Employer will be
               determined as if the Elective Contributions were made under a
               single Arrangement. For purposes of this paragraph, if a Highly
               Compensated Employee participates in two or more Cash or Deferred
               Arrangements which have different Plan Years, all Cash or
               Deferred Arrangements ending with or within the same calendar
               year will be treated as a single Arrangement.



                                       4-5







<PAGE>   32



     (7)  Deferral Percentage Test
          The Deferral Percentage Test is a test applied on a Plan Year basis to
          determine whether a plan meets the requirements of Code Section
          401(k). The Deferral Percentage Test may be met by either satisfying
          the General Deferral Percentage Test or the Alternative Deferral
          Percentage Test.

          The General Deferral Percentage Test is satisfied if the Deferral
          Percentage for the Highly Compensated Group does not exceed 125% of
          the Deferral Percentage for the Non-highly Compensated Group.

          The Alternative Deferral Percentage Test is satisfied if the Deferral
          Percentage for the Highly Compensated Group does not exceed the lesser
          of:

               -    the Deferral Percentage for the Non-highly Compensated Group
                    plus 2 percentage points, or

               -    the Deferral Percentage for the Non-highly Compensated Group
                    multiplied by 2.0.

          If (i) one or more Highly Compensated Employees of the Employer or any
          Related Employer are eligible to participate in both a Cash or
          Deferred Arrangement and a plan which provides for Employee After-tax
          Contributions or Matching Contributions, (ii) the Deferral Percentage
          for the Highly Compensated Group does not satisfy the General Deferral
          Percentage Test, and (iii) the Contribution Percentage for the Highly
          Compensated Group does not satisfy the General Contribution Percentage
          Test, then the Deferral Percentage Test will be deemed to be satisfied
          only if the sum of the Deferral Percentage and the Contribution
          Percentage for the Highly Compensated Group does not exceed the
          Aggregate Limit.

          The Plan will not fail to satisfy the Deferral Percentage test merely
          because all of the Eligible Employees under the Plan for a Plan Year
          are Highly Compensated Employees.

     (8)  Elective Contribution
          Elective Contribution means any contribution made by the Employer to a
          Cash or Deferred Arrangement on behalf of and at the election of an
          Employee. An Elective Contribution will be taken into account for a
          given Plan Year only if:

               -    The Elective Contribution is allocated to the Participant's
                    Account as of a date within the Plan Year to which it
                    relates;

               -    The allocation is not contingent upon the Employee's
                    participation in the Plan or performance of services on any
                    date after the allocation date;

               -    The Elective Contribution is actually paid to the trust no
                    later than 12 months after the end of the Plan Year to which
                    the Elective Contribution relates; and

               -    The Elective Contribution relates to Compensation which
                    either (i) but for the Participant's election to defer,
                    would have been received by the Participant in the Plan Year
                    or (ii) is attributable to services performed by the
                    Participant in the Plan Year and, but for the Participant's
                    election to defer,



                                       4-6









<PAGE>   33

                    would have been received by the Participant within two and
                    one-half months after the close of the Plan Year.

               Elective Contributions will be treated as Employer Contributions
               for purposes of Code Sections 401(a), 401(k), 402(a), 404, 409, 
               411, 412, 415, 416, and 417.

          (9)  Elective Deferral
               Elective Deferral means the sum of the following:

                    -    Any Elective Contribution to any Cash or Deferred
                         Arrangement to the extent it is not includable in the
                         Participant's gross income for the taxable year of
                         contribution;

                    -    Any employer contribution to a simplified employee
                         pension as defined in Code Section 408(k) to the extent
                         not includable in the Participant's gross income for
                         the taxable year of contribution;

                    -    Any employer contribution to an annuity contract under
                         Code Section 403(b) under a salary reduction agreement
                         to the extent not includable in the Participant's gross
                         income for the taxable year of contribution; plus

                    -    Any employee contribution designated as deductible
                         under a trust described in Code Section 501(c)(18) for
                         the taxable year of contribution.

          (10) Eligible Employee
               Eligible Employee means an Employee who is directly or indirectly
               eligible to make a Cash or Deferred Election under the Plan for
               all or a portion of the Plan Year. An Employee who is unable to
               make a Cash or Deferred Election because the Employee has not
               contributed to another plan is also an Eligible Employee. An
               Employee who would be eligible to make Elective Contributions but
               for a suspension due to a distribution, a loan, or an election
               not to participate in the Plan, is treated as an Eligible
               Employee for purposes of Code Section 401(k)(3) and 401(m) for a
               Plan Year even though the Employee may not make a Cash or
               Deferred Election due to the suspension. Also, an Employee will
               not fail to be treated as an Eligible Employee merely because the
               employee may receive no additional Annual Additions because of
               Code Section 415(c)(1) or 415(e).

          (11) Employee After-tax Contribution
               Employee After-tax Contribution means any contribution made by an
               Employee to any plan maintained by the Employer or any Related
               Employer which is other than an Elective Contribution and which
               is designated or treated at the time of contribution as an
               after-tax contribution. Employee After-tax Contributions include
               amounts attributable to Excess Contributions which are
               recharacterized as Employee After-tax Contributions.

          (12) Excess Contribution
               Excess Contribution means, for each member of the Highly
               Compensated Group, the amount of Elective Contribution (including
               any Qualified Nonelective Contributions and Qualified Matching
               Contributions which are treated as Elective Contributions) which
               exceeds the maximum contribution which could be made if the
               Deferral Percentage Test were to be satisfied.



                                       4-7









<PAGE>   34


          (13) Excess Aggregate Contribution
               Excess Aggregate Contribution means, for each member of the
               Highly Compensated Group, the amount of Employee After-tax and
               Matching Contributions (including any Qualified Nonelective
               Contributions and Elective Contributions which are treated as
               Matching Contributions) which exceeds the maximum contribution
               which could be made if the Contribution Percentage Test were to
               be satisfied.

          (14) Excess Deferral
               Excess Deferral means, for a given calendar year, that amount by
               which each Participant's total Elective Deferrals under all plans
               of all employers exceed the dollar limit in effect under Code
               Section 402(g) for the calendar year.

          (15) Matching Contribution
               Matching Contribution means any contribution made by the Employer
               to any plan maintained by the Employer or any Related Employer
               which is based on an Elective Contribution or an Employee
               After-tax Contribution together with any forfeiture allocated to
               the Participant's Account on the basis of Elective Contributions,
               Employee After-tax Contributions or Matching Contributions. A
               Matching Contribution will be taken into account for a given Plan
               Year only if:

                    -    The Matching Contribution is allocated to a
                         Participant's Account as of a date within the Plan Year
                         to which it relates;

                    -    The allocation is not contingent upon the Employee's
                         participation in the Plan or performance of services on
                         any date after the allocation date;

                    -    The Matching Contribution is actually paid to the Trust
                         no later than 12 months after the end of the Plan Year
                         to which the Matching Contribution relates; and

                    -    The Matching Contribution is based on an Elective or
                         Employee After-tax Contribution for the Plan Year.

               Any contribution or allocation, other than a Qualified
               Nonelective Contribution, which is used to meet the minimum
               contribution or benefit requirement of Code Section 416 is not
               treated as being based on Elective Contributions or Employee
               After-tax Contributions and therefore is not treated as a
               Matching Contribution.

               Qualified Matching Contribution means a Matching Contribution
               which is 100% vested and may be withdrawn or distributed only
               under the conditions described in Treasury Regulation
               1.401(k)-1(d).

          (16) Nonelective Contribution
               Nonelective Contribution means any Employer Contribution, other
               than a Matching Contribution, which meets all of the following
               requirements:

                    -    The Nonelective Contribution is allocated to a
                         Participant's Account as of a date within the Plan Year
                         to which it relates;

                    -    The allocation is not contingent upon the Employee's
                         participation in the Plan or performance of services on
                         any date after the allocation date;


                                       4-8










<PAGE>   35

                    -    The Nonelective Contribution is actually paid to the
                         Trust no later than 12 months after the end of the Plan
                         Year to which the Nonelective Contribution relates; and

                    -    The Employee may not elect to have the Nonelective
                         Contribution paid in cash in lieu of being contributed
                         to the Plan.

               Qualified Nonelective Contribution means a Nonelective
               Contribution which is 100% vested and may be withdrawn or
               distributed only under the conditions described in Treasury
               Regulation 1.401(k)-1(d).

          (b)  Application of Deferral Percentage Test
               All Elective Contributions, including any Elective Contributions
               which are treated as Employee After-tax or Matching Contributions
               with respect to the Contribution Percentage Test, must satisfy
               the Deferral Percentage Test. Furthermore, any Elective
               Contributions which are not treated as Employee After-tax or
               Matching Contributions with respect to the Contribution
               Percentage Test must satisfy the Deferral Percentage Test. The
               Plan Administrator will determine as soon as administratively
               feasible after the end of the Plan Year whether the Deferral
               Percentage Test has been satisfied. If the Deferral Percentage
               Test is not satisfied, the Employer may elect to make an
               additional contribution to the Plan on account of the Non-highly
               Compensated Group. The additional contribution will be treated as
               a Nonelective Contribution.

               If the Deferral Percentage Test is not satisfied after any
               Nonelective Contributions, the Plan Administrator may, in its
               sole discretion, recharacterize all or any portion of the Excess
               Contribution of each Highly Compensated Employee as an Employee
               After-tax Contribution if Employee After-tax Contributions are
               otherwise allowed by the Plan. If so, the Plan Administrator will
               notify all affected Participants and the Internal Revenue Service
               of the amount recharacterized no later than the 15th day of the
               third month following the end of the Plan Year in which the
               Excess Contribution was made. Excess Contributions will be
               includable in the Participant's gross income on the earliest date
               any Elective Contribution made on behalf of the Participant
               during the Plan Year would have been received by the Participant
               had the Participant elected to receive the amount in cash.
               Recharacterized Excess Contributions will continue to be treated
               as Employer Contributions that are Elective Contributions for all
               other purposes under the Code, including Code Sections 401(a)
               (other than 401(a)(4) and 401(m)), 404, 409, 411, 412, 415, 416,
               417 and 401(k)(2). With respect to the Plan Year for which the
               Excess Contribution was made, the Plan Administrator will treat
               the recharacterized amount as an Employee After-tax Contribution
               for purposes of the Deferral Percentage Test and the Contribution
               Percentage Test and for purposes of determining whether the Plan
               meets the requirements of Code Section 401(a)(4), but not for any
               other purposes under this Plan. Therefore, recharacterized
               amounts will remain subject to the nonforfeiture requirements and
               distribution limitations which apply to Elective Contributions.

               If the Deferral Percentage Test is still not satisfied, then
               after the close of the Plan Year in which the Excess Contribution
               arose but within 12 months after the close of that Plan Year, the
               Plan Administrator will distribute the Excess Contributions,
               together with allocable income, to the affected Participants of
               the Highly Compensated Group to the extent necessary to satisfy
               the Deferral Percentage Test. Failure to do so will cause the
               Plan to not satisfy the requirements of Code Section 401(a)(4)
               for the Plan Year for which the Excess Contribution was made and
               for all subsequent Plan Years for which the Excess Contribution
               remains uncorrected.



                                       4-9









<PAGE>   36

               The amount of Excess Contribution to be distributed to a Highly
               Compensated Employee for a Plan Year will be reduced by any
               Excess Deferrals previously distributed to the Participant for
               the calendar year ending with or within the Plan Year in
               accordance with Code Section 402(g)(2).

               Excess Contributions will be treated as Employer Contributions
               for purposes of Code Sections 404 and 415 even if distributed
               from the Plan.

          (c)  Application of Contribution Percentage Test
               Employee After-tax Contributions and Matching Contributions,
               disregarding any Matching Contributions which are treated as
               Elective Contributions with respect to the Deferral Percentage
               Test, must satisfy the Contribution Percentage Test. The Plan
               Administrator will determine as soon as administratively feasible
               after the end of the Plan Year whether the Contribution Test has
               been satisfied. If the Contribution Percentage Test is not
               satisfied, the Employer may elect to make an additional
               contribution to the Plan for the benefit of the Non-Highly
               Compensated Group. The additional contribution will be treated as
               a Nonelective Contribution.

               If the Contribution Percentage Test is still not satisfied, then
               after the close of the Plan Year in which the Excess Aggregate
               Contribution arose but within 12 months after the close of that
               Plan Year, the Plan Administrator will distribute (or forfeit, to
               the extent not vested) the Excess Aggregate Contributions,
               together with allocable income, to the affected Participants of
               the Highly Compensated Group to the extent necessary to satisfy
               the Contribution Percentage Test. Failure to do so will cause the
               Plan to not satisfy the requirements of Code Section 401(a)(4)
               for the Plan Year for which the Excess Aggregate Contribution was
               made and for all subsequent Plan Years for which the Excess
               Aggregate Contribution remains uncorrected.

               The determination of any Excess Aggregate Contributions will be
               made after the recharacterization of any Excess Contributions as
               Employee After-tax Contributions.

               Excess Aggregate Contributions, including forfeited Matching
               Contributions, will be treated as Employer Contributions for
               purposes of Code Sections 404 and 415 even if they are
               distributed from the Plan.

               Forfeited Matching Contributions that are reallocated to the
               Accounts of other Participants are treated as Annual Additions
               under Code Section 415 for the Participant whose Accounts they
               are reallocated to and for the Participants from whose Accounts
               they are forfeited.

          (d)  Family Aggregation
               The Deferral Percentage or the Contribution Percentage (the
               "Relevant Percentage") for any Highly Compensated Employee who is
               subject to the family aggregation rules of Section 1.18(c) will
               be determined by combining the Elective Contributions, Employee
               After-tax Contributions, Matching Contribution, amounts treated
               as Elective or Matching Contributions and Compensation of all the
               eligible Family Members.

               The determination and correction of Excess Contributions and
               Excess Aggregate Contributions of a Highly Compensated Employee
               whose Relevant Percentage is determined under the family
               aggregation rules is accomplished by reducing the Relevant
               Percentage as provided for in Sections 4.05(b) and 4.05(c) and
               Excess Contributions or Excess Aggregate Contributions for the
               family group are allocated among the Family Members whose
               contributions were combined to determine the Relevant Percentage
               in proportion to the Elective Contributions or Nonelective and
               Matching Contributions of each Family Member.



                                      4-10










<PAGE>   37

               For all purposes under this Section, the contributions and
               compensation of eligible Family Members who are not Highly
               Compensated Employees without regard to family aggregation are
               disregarded when determining the Relevant Percentage for the
               Non-highly Compensated Group.

          (e)  Reduction of Excess Amounts
               The total Excess Contribution or total Excess Aggregate
               Contribution will be reduced in a manner so that the Deferral
               Percentage or the Contribution Percentage (Relevant Percentage)
               of the affected Participant(s) with the highest Relevant
               Percentage will first be lowered to a point not less than the
               level of the affected Participant(s) with the next highest
               Relevant Percentage. If further overall reductions are required
               to satisfy the relevant test, each of the above Participants' (or
               groups of Participants') Relevant Percentage will be lowered to a
               point not less than the level of the affected Participant(s) with
               the next highest Relevant Percentage, and so on continuing until
               sufficient total reductions have occurred to achieve satisfaction
               of the relevant test.

          (f)  Priority of Reductions
               The Plan Administrator will determine the method and order of
               correcting Excess Contributions and Excess Aggregate
               Contributions. The method of correcting Excess Contributions and
               Excess Aggregate Contributions must meet the requirements of Code
               Section 401(a)(4). The determination of whether a rate of
               Matching Contribution discriminates under Code Section 401(a)(4)
               will be made after making any corrective distributions of Excess
               Deferrals, Excess Contributions and Excess Aggregate
               Contributions.

               Excess Aggregate Contributions (and any attributable income) will
               be corrected first, by distributing any excess Employee After-tax
               Contributions (and any attributable income); then by distributing
               vested excess Matching Contributions (and any attributable
               income); and finally, by forfeiting or distributing non-vested
               Matching Contributions (and any attributable income). The Plan
               will not distribute Employee After-tax Contributions while the
               Matching Contributions based upon those Employee After-tax
               Contributions remain allocated.

          (g)  Income
               The income allocable to any Excess Contribution made to a given
               Account for a given Plan Year will be equal to the total income
               allocated to the Account for the Plan Year, multiplied by a
               fraction, the numerator of which is the amount of the Excess
               Contribution and the denominator of which is equal to the sum of
               the balance of the Account at the beginning of the Plan Year plus
               the Participant's Elective Contributions and amounts treated as
               Elective Contributions for the Plan Year.

               The income allocable to any Excess Aggregate Contribution made to
               a given Account for a given Plan Year will be equal to the total
               income allocated to the Account for the Plan Year, multiplied by
               a fraction, the numerator of which is the amount of the Excess
               Aggregate Contribution and the denominator of which is equal to
               the sum of the balance of the Account at the beginning of the
               Plan Year plus the Participant's Employee After-tax and Matching
               Contributions and amounts treated as Employee After-tax and
               Matching Contributions for the Plan Year.

               Notwithstanding the foregoing, the Plan may use any reasonable
               method for computing the income allocable to any Excess
               Contribution or Excess Aggregate Contribution provided the method
               does not violate Code Section 401(a)(4), is used consistently for
               all corrective distributions under the Plan for the Plan Year,
               and is used by the Plan for allocating



                                      4-11









<PAGE>   38

               income to the Participants' Accounts.

               Income includes all earnings and appreciation, including
               interest, dividends, rents, royalties, gains from the sale of
               property, and appreciation in the value of stocks, bonds, annuity
               and life insurance contracts and other property, regardless of
               whether the appreciation has been realized.

          (h)  Treatment as Elective Contributions
               The Plan Administrator may, in its discretion, treat all or any
               portion of Qualified Nonelective Contributions or Qualified
               Matching Contributions or both, whether to this Plan or to any
               other qualified plan which has the same Plan Year and is
               maintained by the Employer or a Related Employer, as Elective
               Contributions for purposes of satisfying the Deferral Percentage
               Test if they meet all of the following requirements:

                    -    All Nonelective Contributions, including the Qualified
                         Nonelective Contributions treated as Elective
                         Contributions for purposes of the Deferral Percentage
                         Test, satisfy the requirements of Code Section
                         401(a)(4);

                    -    Any Nonelective Contributions which are not treated as
                         Elective Contributions for purposes of the Deferral
                         Percentage Test or as Matching Contributions for
                         purposes of the Contribution Percentage Test satisfy
                         the requirements of Code Section 401(a)(4);

                    -    The Qualified Matching Contributions which are treated
                         as Elective Contributions for purposes of the Deferral
                         Percentage Test are not taken into account in
                         determining whether any Employee After-tax
                         Contributions or other Matching Contributions satisfy
                         the Contribution Percentage Test;

                    -    Any Matching Contributions which are not treated as
                         Elective Contributions for purposes of the Deferral
                         Percentage Test satisfy the requirements of Code
                         Section 401(m); and

                    -    The plan which includes the Cash or Deferred
                         Arrangement and the plan or plans to which the
                         Qualified Nonelective Contributions and Qualified
                         Matching Contributions are made could be aggregated for
                         purposes of Code Section 410(b).

               (i)  Treatment as Matching Contributions

                    The Plan Administrator may, in its discretion, treat all or
                    any portion of Qualified Nonelective Contributions or
                    Elective Contributions or both, whether to this Plan or to
                    any other qualified plan which has the same Plan Year and is
                    maintained by the Employer or a Related Employer, as
                    Matching Contributions for purposes of satisfying the
                    Contribution Percentage Test if they meet all of the
                    following requirements:

                    -    All Nonelective Contributions, including the Qualified
                         Nonelective Contributions treated as Matching
                         Contributions for purposes of the Contribution
                         Percentage Test, satisfy the requirements of Code
                         Section 401(a)(4);

                    -    Any Nonelective Contributions which are not treated as
                         Elective Contributions for purposes of the Deferral
                         Percentage Test or as Matching Contributions for
                         purposes of the Contribution Percentage Test satisfy
                         the requirements of Code Section 401(a)(4);

                    -    The Elective Contributions which are treated as
                         Matching Contributions for purposes of the Contribution
                         Percentage Test are not taken into account in
                         determining




                                      4-12








<PAGE>   39


                         whether any other Elective Contributions satisfy the
                         Deferral Percentage Test;

                    -    The Qualified Nonelective Contributions and Elective
                         Contributions which are treated as Matching
                         Contributions for purposes of the Contribution
                         Percentage Test are not taken into account in
                         determining whether any other contributions or benefits
                         satisfy Code Section 401(a); and

                    -    All Elective Contributions, including those treated as
                         Matching Contributions for purposes of the Contribution
                         Percentage Test, satisfy the requirements of Code
                         Section 401(k)(3); and

                    -    The plan that takes Qualified Nonelective Contributions
                         and Elective Contributions into account in determining
                         whether Employee After-tax and Matching Contributions
                         satisfy the requirements of Code Section 401(m)(2)(A)
                         and the plan or plans to which the Qualified
                         Nonelective Contributions and Elective Contributions
                         are made could be aggregated for purposes of Code
                         Section 410(b).

               (j)  Aggregation of Plans
                    If the Employer or a Related Employer sponsors one or more
                    other plans which include a Cash or Deferred Arrangement,
                    the Employer may elect to treat any two or more of such
                    plans as an aggregated single plan for purposes of
                    satisfying Code Sections 401(a)(4), 401(k) and 410(b). The
                    Cash of Deferred Arrangements included in such aggregated
                    plans will be treated as a single Arrangement for purposes
                    of this Section. However, only those plans that have the
                    same plan year may be so aggregated.

                    If the Employer or a Related Employer sponsors one or more
                    other plans to which Employee After-tax Contributions or
                    Matching Contributions are made, the Employer may elect to
                    treat any two or more of such plans as an aggregated single
                    plan for purposes of satisfying Code Sections 401(a)(4),
                    401(m) and 410(b). However, only those plans that have the
                    same plan year may be so aggregated.

                    Any such aggregation must be made in accordance with
                    Treasury Regulation 1.401(k)-1(b)(3). For example,
                    contributions and allocations under the portion of a plan
                    described in Code Section 4975(e)(7) (an ESOP) may not be
                    aggregated with the portion of a plan not described in Code
                    Section 4975(e)(7) (a non-ESOP) for purposes of determining
                    whether the ESOP or non-ESOP satisfies the requirements of
                    Code Sections 401(a)(4), 401(k), 401(m) and 410(b).

                    Plans that could be aggregated under Code Section 410(b) but
                    that are not actually aggregated for a Plan Year for
                    purposes of Code Section 410(b) may not be aggregated for
                    purposes of Code Sections 401(k) and 401(m).








                                      4-13






<PAGE>   40

                                   ARTICLE 5

                              RETIREMENT BENEFITS


5.01 Valuation of Accounts
     For purposes of this Article, the value of a Participant's Accrued Benefit
     will be determined as of the Valuation Date immediately preceding the date
     that benefits are to be distributed.

5.02 Normal Retirement
     After an Active Participant reaches his Normal Retirement Date, he may
     elect to retire. Upon such retirement he will become a Retired Participant
     and his Accrued Benefit will become distributable to him. A Participant's
     Accrued Benefit will become nonforfeitable no later than the date upon
     which he attains his Normal Retirement Age. The form and timing of benefit
     payment will be governed by the provisions of Section 5.05.

5.03 Disability Retirement
     In the event of a Participant's termination due to Disability, he will be
     entitled to begin to receive a distribution of his Accrued Benefit which
     will become nonforfeitable as of his date of termination. The form and
     timing of benefit payment will be governed by the provisions of Section
     5.05.

     Disability means the determination by the Plan Administrator that a
     Participant is unable by reason of any medically determinable physical or
     mental impairment to perform, either permanently or for an indefinite
     period of time, the usual duties of his employment or of any other
     employment for which he is reasonably qualified based upon his education,
     training and experience.

5.04 Termination of Employment

     (a)  In General
          If a Participant's employment terminates for any reason other than
          retirement, death, or disability, his Accrued Benefit will become
          distributable to him as of the last day of the month which coincides
          with or next follows the last date upon which any contributions on the
          Participant's behalf are made to the Trust following the Participant's
          date of termination of employment (or as of such earlier date as
          determined by the Plan Administrator in a uniform and
          nondiscriminatory manner). The form and timing of benefit payment will
          be governed by the provisions of Section 5.05.

     (b)  Cash-Out Distribution
          If a Participant terminates employment and receives a distribution
          equal to the Vested Percentage of his Employer Matching Account, a
          Cash-Out Distribution will be deemed to have occurred if the following
          conditions are met:

          (1)  The Participant was less than 100% vested in his Employer
               Matching Account; and

          (2)  The entire distribution is made before the last day of the second
               Plan Year following the Plan Year in which the Participant
               terminated employment.

     (c)  Restoration of Employer Matching Account
          If, following the date of a Cash-Out Distribution, a Participant
          returns to an Eligible Employee Classification prior to incurring 5
          consecutive One Year Breaks-in-Service, then the Participant will have
          the right to repay to the Trustee, within 5 years after his return
          date, the portion of the Cash-Out Distribution which was attributable
          to his


                                       5-1









<PAGE>   41

          Employer Matching Account in order to restore such Account to its
          value as of the date of the Cash-Out Distribution.

          The Plan Administrator will restore an eligible Participant's Employer
          Matching Account as of the Accounting Date coincident with or
          immediately following the complete repayment of the Cash-Out
          Distribution. To restore the Participant's Employer Matching Account,
          the Plan Administrator, to the extent necessary, will, under rules and
          guidelines applied in a uniform and nondiscriminatory manner, first
          allocate to the Participant's Employer Matching Account the amount, if
          any, of Forfeitures which would otherwise be allocated under Article
          3. To the extent such forfeitures for a particular Accounting Period
          are insufficient to enable the Plan Administrator to make the required
          restoration, the Employer will contribute such additional amount as is
          necessary to enable the Plan Administrator to make the required
          restoration. The Plan Administrator will not take into account the
          allocation under this Section in applying the limitation on
          allocations under Article 7.

     (d)  Non-Vested Participant
          If a Participant who is zero percent vested in his Employer Matching
          Account terminates employment, a Cash-Out Distribution will be deemed
          to have occurred as of the Participant's date of termination of
          employment.

          If the Participant subsequently returns to an Eligible Employee
          Classification prior to incurring five consecutive One Year
          Breaks-in-Service, then the Participant will immediately become
          entitled to a complete restoration of his Employer Matching Account as
          of the Accounting Date coincident with or next following his date of
          re-employment. Such restoration will be made in accordance with the
          provisions of Section 5.04(c).

5.05 Form of Benefit Payment

     (a)  In General
          Subject to the provisions of Section 5.06, the Plan Administrator will
          direct the Trustee to make the payment of any benefit provided under
          this Plan upon the event giving rise to such benefit within 60 days
          following the receipt of a Participant's written request for the
          payment of benefits on a form provided by the Plan Administrator. The
          Plan Administrator may temporarily suspend such processing in the
          event of unusual or extraordinary circumstances such as the conversion
          of Plan records from one recordkeeper to another.

          The form of benefit will be in accordance with the Qualified Annuity
          provisions of Section 5.05(b) for any Participant who first performed
          an Hour of Service with the Employer before January 1, 1992.

          The form of benefit for any other Participant will be a lump sum
          payment, unless the Participant elects a direct transfer pursuant to
          Section 5.07.

     (b)  Qualified Annuity Rules
          If required to be paid under the Qualified Annuity rules, the form of
          benefit will be determined as follows:

          (1)  a Participant who is not married on the date benefits are to
               commence will be provided a Qualified Life Annuity, unless a lump
               sum payment is elected, under a Qualified Election, by the
               Participant within the 90-day period which ends on his benefit
               commencement date.



                                       5-2








<PAGE>   42
          (2)  a Participant who is married on the date benefits commence will
               be provided a Qualified Joint and Survivor Annuity unless a lump
               sum payment is elected, under a Qualified Election, by the
               Participant within the 90-day period which ends on his benefit
               commencement date.

          Within the 90-day period which ends on a married Participant's
          expected benefit commencement date, the Plan Administrator will
          provide each such Participant a written explanation of:

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

          (2)  the Participant's right to make and the effect of a Qualified
               Election to waive the Qualified Joint and Survivor Annuity form
               of benefit;

          (3)  the rights of a Participant's spouse; and

          (4)  the right to make, and the effect of, a revocation of a previous
               Qualified Election to waive the Qualified Joint and Survivor
               Annuity.

          Notwithstanding the above, if a terminated Participant's Vested
          Accrued Benefit is $3,500 or less, the Plan Administrator may, without
          the request or approval of the Participant, direct the immediate
          distribution in a lump sum of the entire amount of his Vested Accrued
          Benefit. If the value of his Vested Accrued Benefit at the time of any
          distribution exceeds $3,500, the value of his Vested Accrued Benefit
          at any later time will be deemed to also exceed $3,500. This paragraph
          will not apply after the Annuity Starting Date.

5.06 Commencement of Benefit
     Subject to the provisions of this Article, commencement of a benefit will,
     unless the Participant elects otherwise in writing, begin not later than
     the 60th day after the later of the close of the Plan Year in which the
     Participant attains Normal Retirement Age or the close of the Plan Year
     which contains the date the Participant terminates his service with the
     Employer.

     Payment of a Participant's benefits must begin no later than his Required
     Beginning Date.

     All distributions required under this Section will be determined and made
     in accordance with the regulations issued under Code Section 401(a)(9),
     including those dealing with minimum distribution requirements.
     Notwithstanding the provisions of Section 5.05, an Active Participant who
     has reached his Required Beginning Date will receive an annual distribution
     of his Accrued Benefit equal to the minimun required distribution
     determined under Code Section 401(a)(9).

     For purposes of this Section, life expectancy and joint and last survivor
     expectancy are to be computed by the use of the return multiples contained
     in Section 1.72-9 of the Income Tax Regulations.

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







                                       5-3









<PAGE>   43

5.07 Directed Transfer of Eligible Rollover Distributions

     (a)  General
          This Section applies to distributions made on or after January 1,
          1993. Notwithstanding any provision of the Plan to the contrary that
          would otherwise limit a Distributee's election under this Section, a
          Distributee may elect, at the time and in the manner prescribed by the
          Plan 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)  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 frequently than annually) made for the life (or life expectancy)
          of the Distributee or the joint lives (or joint life expectancies) of
          the Distributee and the Distributee's designated beneficiary, or for a
          specified period of ten years or more; any distribution to the extent
          such distribution is required under section 401(a)(9) of the Code; and
          the portion of any distribution that is not includible in gross income
          (determined without regard to the exclusion for net unrealized
          appreciation with respect to employer securities).

     (c)  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, 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.

     (d)  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.

     (e)  Direct Rollover
          A Direct Rollover is a payment by the Plan to the Eligible Retirement
          Plan specified by the Distributee.

     (f)  Waiver of 30-Day Notice
          If a distribution is one to which Code Sections 401(a)(11) and 417 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:

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

          -    the Participant, after receiving the notice, affirmatively elects
               to receive a distribution.



                                       5-4









<PAGE>   44

                                   ARTICLE 6

                                 DEATH BENEFIT


6.01 Valuation of Accounts
     For purposes of this Article, the value of a Participant's Accrued Benefit
     will be determined as of the Valuation Date immediately preceding the date
     that benefits are to be distributed.

6.02 Death Benefit

     (a)  Pre-Retirement Death Benefit
          In the event of the death of a Participant prior to the date that he
          begins to receive a retirement benefit under the Plan, either the
          Participant's Surviving Spouse or his or her Beneficiary designated
          pursuant to a Qualified Election, will be entitled to receive the
          value of the Participant's Accrued Benefit.

          In the case of a Participant who first performed an Hour of Service
          with the Employer before January 1, 1992, if a Beneficiary other than
          the Participant's Surviving Spouse has not been designated pursuant to
          a Qualified Election, the Participant's Surviving Spouse will be
          entitled to receive the value of the Participant's Accrued Benefit in
          the form of a Qualified Survivor Annuity.

     (b)  Post-Retirement Death Benefit
          In the event of the death of a Retired Participant or a Disabled
          Participant receiving a benefit, a benefit will be paid to the
          Participant's Beneficiary or Surviving Spouse in accordance with the
          form of benefit payment elected under the Plan.

6.03 Designation of Beneficiary
     Each Participant will be given the opportunity to designate a Beneficiary
     or Beneficiaries, and from time to time the Participant may file with the
     Plan Administrator a new or revised designation on the form provided by the
     Plan Administrator. If a Participant is married, any designation of a
     Beneficiary other than the Participant's spouse must be consented to by the
     Participant's spouse pursuant to a Qualified Election.

     If a Participant dies without designating a Beneficiary, or if the
     Participant is predeceased by all designated Beneficiaries and contingent
     Beneficiaries, the Plan Administrator will distribute all benefits which
     are payable in the event of the Participant's death in the following manner
     and to the first of the following (who are listed in order of priority) who
     survive the Participant by at least 30 days:

          -    All to the Participant's Surviving Spouse;

          -    Equally among the then living children of the Participant (by
               birth or adoption);

          -    Among the Participant's then living lineal descendants, by right
               of representation; or

          -    The Participant's estate.





                                       6-1









<PAGE>   45

                                   ARTICLE 7

                            LIMITATIONS ON BENEFITS


7.01 Limitation on Annual Additions
     The amount of the Annual Addition which may be allocated under this Plan to
     any Participant's Account as of any Allocation Date will not exceed the
     Defined Contribution Limit (based upon his Aggregate Compensation up to
     such Valuation Date) reduced by the sum of any allocations of annual
     additions made to Participant's Accounts under this Plan as of any
     preceding Allocation Date within the Limitation Year.

     If the Annual Addition under this Plan on behalf of a Participant is to be
     reduced as of any Allocation Date as a result of the next preceding
     paragraph, the reduction will be, to the extent required, effected by first
     reducing Participant contributions (which increase the annual addition),
     then Forfeitures (if any), and then Employer contributions to be allocated
     under this Plan on behalf of the Participant as of the Allocation Date.

     Any necessary reduction will be made as follows:

     (a)  The amount of the reduction consisting of nondeductible Participant
          contributions will be paid to the Participant as soon as
          administratively feasible.

     (b)  The amount of the reduction consisting of any other Participant
          contributions will be paid to the Participant as soon as
          administratively feasible.

     (c)  The amount of the reduction consisting of Forfeitures will be
          allocated and reallocated to other Accounts in accordance with the
          Plan formula for allocating Forfeitures to the extent that such
          allocations do not cause the additions to any other Participant's
          Accounts to exceed the lesser of the Defined Contribution Limit or any
          other limitation provided in the Plan.

     (d)  The amount of the reduction consisting of Employer contributions will
          be allocated and reallocated to other Accounts in accordance with the
          Plan formula for Employer Contributions to the extent that such
          allocations do not cause the additions to any other Participant's
          Accounts to exceed the lesser of the Defined Contribution Limit or any
          other limitation provided in the Plan.

     (e)  To the extent that the reductions described in paragraph (d) cannot be
          allocated to other Participant's Accounts, the reductions will be
          allocated to a suspense account as Forfeitures and held therein until
          the next succeeding Allocation Date on which Forfeitures could be
          applied under the provisions of the Plan. All amounts held in a
          suspense account must be applied as Forfeitures before any additional
          contributions, which would constitute annual additions, may be made to
          the Plan. If the Plan terminates, the suspense account will revert to
          the Employer to the extent it may not be allocated to any
          Participant's Accounts.

     (f)  If a suspense account is in existence at any time during a Limitation
          Year pursuant to this Section, it will not participate in the
          allocation of the Trust Fund's investment gains and losses.






                                       7-1









<PAGE>   46

7.02 Where Employer Maintains Another Qualified Plan

     (a)  Where Employer Maintains Another Qualified Defined Contribution Plan 
          If the Employer maintains this Plan and one or more other qualified
          defined contribution plans, one or more welfare benefit funds (as
          defined in Code Section 419(e)), or one or more individual medical
          accounts (as defined in Code Section 415(l)(2)), all of which are
          referred to in this Article 7 as "qualified defined contribution
          plans", the annual additions allocated under this Plan to any
          Participant's Accounts will be limited in accordance with the
          allocation provisions of this Section 7.02(a).

          The amount of the Annual Additions which may be allocated under this
          Plan to any Participant's Accounts as of any Allocation Date will not
          exceed the Defined Contribution Limit (based upon Aggregate
          Compensation up to the allocation date) reduced by the sum of any
          allocations of Annual Additions made to the Participant's Accounts
          under this Plan and any other qualified defined contribution plans
          maintained by the Employer as of any earlier Allocation Date within
          the Limitation Year.

          If a Allocation Date of this Plan coincides with a Allocation Date of
          any other plan described in the above paragraph, the amount of Annual
          Additions to be allocated on behalf of a Participant under this Plan
          as of such date will be an amount equal to the product of the amount
          described in the next preceding paragraph multiplied by a fraction
          (not to exceed 1.0), the numerator of which is the amount to be
          allocated under this Plan without regard to this Article during the
          Limitation Year and the denominator of which is the amount that would
          otherwise be allocated on this Allocation Date under all plans without
          regard to this Article 7.

          If the Annual Addition under this Plan on behalf of a Participant is
          to be reduced as of any Allocation Date as a result of the next
          preceding two paragraphs, the reduction will be, to the extent
          required, effected by first reducing Participant contributions (which
          increase the annual addition), then Forfeitures (if any), and then any
          Employer contributions, to be allocated under this Plan on behalf of
          the Participant as of the Allocation Date.

          If as a result of the first four paragraphs of this Section 7.02 the
          allocation of additions is reduced, the reduction will be treated in
          the manner described in the third paragraph of Section 7.01.

     (b)  Where Employer Maintains a Qualified Defined Benefit Plan

          (1)  In General
               If the Employer maintains (or has ever maintained), in addition
               to this Plan, one or more qualified defined benefit plans, then
               for any Limitation Year, the sum of the Defined Benefit Plan
               Fraction and the Defined Contribution Plan Fraction will not
               exceed 1.0. If, in any Limitation Year, the sum of the Defined
               Benefit Plan Fraction and the Defined Contribution Plan Fraction
               for a Participant would exceed 1.0 without adjustment to the
               amount of the annual benefit that can be paid to the Participant
               under the defined benefit plan, then the amount of annual benefit
               that would otherwise be paid to the Participant under the defined
               benefit plan will be reduced to the extent necessary to reduce
               the sum of the Defined Benefit Plan Fraction and the Defined
               Contribution Plan Fraction for the Participant to 1.0.

          (2)  Transition Rule under TRA '86
               If a plan was in existence on May 6, 1986, the numerator of the
               Defined Contribution Plan Fraction will be reduced (to not less
               than zero) as prescribed by the Secretary




                                       7-2









<PAGE>   47

               of the Treasury by subtracting the amount required to decrease
               the sum of the Defined Contribution Plan Fraction plus the
               Defined Benefit Plan Fraction to 1.0. Such amount is determined
               (as of the first day of the first Limitation Year beginning on or
               after January 1, 1987) as the product of:

               (A)  The amount by which, without this adjustment, the sum of the
                    Defined Contribution Plan Fraction plus the Defined Benefit
                    Plan Fraction exceeds 1.0, multiplied by

               (B)  The denominator of the Defined Contribution Plan Fraction,
                    as computed through the last Limitation Year beginning
                    before January 1, 1987, disregarding any changes in the
                    terms and conditions of the plan after May 5, 1986.

               This subparagraph applies only if the defined benefit plans
               individually and in the aggregate satisfied the requirements of
               Code Section 415 for all Limitation Years beginning before
               January 1, 1987.

          (3)  Transition Rule under TEFRA
               In the case of a plan which met the limitation of Section 415 of
               the Code for the last Limitation Year beginning before January 1,
               1983, the numerator of the Defined Contribution Plan Fraction
               will be reduced (to not less than zero) as prescribed by the
               Secretary of the Treasury by subtracting the amount required to
               decrease the sum of the Defined Contribution Plan Fraction plus
               the Defined Benefit Plan Fraction to 1.0. Such amount is
               determined (as of the first day of the first Limitation Year
               beginning on or after January 1, 1983) as the product of:

               (A)  The amount by which, without this adjustment, the sum of the
                    Defined Contribution Plan Fraction plus the Defined Benefit
                    Plan Fraction exceeds 1.0, multiplied by

               (B)  The denominator of the Defined Contribution Plan Fraction,
                    as computed through the last Limitation Year beginning
                    before January 1, 1983.

7.03 Definitions Applicable to Article 7

     (a)  Aggregate Compensation
          Aggregate Compensation means a Participant's earned income, wages,
          salaries, and fees for professional services, and other amounts
          received for personal services actually rendered in the course of
          employment with the employer maintaining the plan (including, but not
          limited to, commissions paid to salesmen, compensation for services on
          the basis of a percentage of profits, commissions on insurance
          premiums, tips and bonuses), and excluding the following:

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

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

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



                                       7-3









<PAGE>   48

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

               Aggregate Compensation excludes any amounts contributed by the
               Employer or any Related Employer on behalf of any Employee
               pursuant to a salary reduction agreement which are not includable
               in the gross income of the Employee due to Code Section 125,
               402(e)(3), 402(h) or 403(b).

               Aggregate Compensation in excess of the Statutory Compensation
               Limit is disregarded.

               Aggregate Compensation for any Limitation Year is the Aggregate
               Compensation actually paid or includable in gross income in such
               year.

          (b)  Allocation Date
               Allocation Date means the date with respect to which all or a
               portion of employer contributions, employee contributions or
               forfeitures or both are allocated to participant accounts under a
               defined contribution plan.

          (c)  Annual Additions
               For Plan Years beginning after December 31, 1986, Annual
               Additions are the sum of the following amounts allocated to any
               defined contribution plan maintained by the Employer (including
               voluntary contributions to any defined benefit plan maintained by
               the Employer) on behalf of a Participant for a Limitation Year:

                    -    All Employee and Employer contributions;

                    -    All reallocated forfeitures;

                    -    Amounts allocated after March 31, 1984, to an
                         individual medical account, as defined in Code Section
                         415(l)(2) which is part of a pension or annuity plan
                         maintained by the Employer, and amounts derived from
                         contributions paid or accrued after December 31, 1985,
                         in taxable years ending after that date, which are
                         attributable to post-retirement medical benefits
                         required by Code Section 401(h)(6) to be allocated to
                         the separate account of a Key Employee under a welfare
                         benefit plan (as defined in Code Section 419(e))
                         maintained by the Employer.

               Contributions or forfeitures will be treated as Annual Additions
               regardless of whether they constitute Excess Deferrals, Excess
               Contributions or Excess Aggregate Contributions within the
               meaning of the regulations under Code Section 401(k) or 401(m)
               and regardless of whether they are corrected through distribution
               or recharacterization. Excess deferrals distributed in accordance
               with Treasury Regulation 1.402(g)-1(e)(2) or (3) are not Annual
               Additions. The Annual Addition for any Limitation Year beginning
               before January 1, 1987, will not be recomputed to treat all
               Employee After-tax Contributions as Annual Additions.

          (d)  Annual Benefit
               Annual Benefit means a benefit payable annually in the form of a
               straight life annuity (with no ancillary benefits) under a plan
               to which employees do not contribute and under which no rollover
               contributions are made.





                                       7-4









<PAGE>   49

          (e)  Defined Benefit Compensation Limit
               The Defined Benefit Compensation Limit is equal to 100% of the
               Participant's average Aggregate Compensation for the three
               consecutive calendar years (or other twelve consecutive month
               periods adopted by the Employer pursuant to a Written Resolution
               and applied on a uniform and consistent basis) of service during
               which the Participant had the greatest Aggregate Compensation.

               Where the annual benefit is payable to a Participant in a form
               other than a straight life annuity or a Qualified Joint and
               Survivor Annuity, the Defined Benefit Compensation Limit will be
               the Actuarial Equivalent of a straight life annuity beginning at
               the same age. No adjustment is required for the following:
               pre-retirement disability benefits, pre-retirement death benefits
               and post-retirement medical benefits. For purposes of this
               paragraph, the interest rate used in adjusting the Defined
               Benefit Compensation Limit will be the greater of (1) 5%, or (2)
               the post-retirement interest rate specified in the plan for
               Actuarial Equivalent purposes.

               Where the annual benefit is payable to a Participant who has
               fewer than 10 years of service with the Employer or any Related
               or Predecessor Employer, the Defined Benefit Compensation Limit
               will be multiplied by a fraction, the numerator of which is the
               Participant's number of years of service with the Employer or
               Related or Predecessor Employer, and the denominator of which is
               10.

               With regard to a Participant who has separated from service with
               a nonforfeitable right to an Accrued Benefit, the Defined Benefit
               Compensation Limit will be adjusted effective January 1 of each
               Calendar year. For any Limitation Year beginning after the
               separation occurs, the Defined Benefit Compensation Limit will be
               equal to the Defined Benefit Compensation Limit which was
               applicable to the Participant in the Limitation Year in which he
               separated from service multiplied by a fraction, the numerator of
               which is the Defined Benefit Dollar Limit for the Limitation Year
               in which the Defined Benefit Compensation Limit is being adjusted
               and the denominator of which is the Defined Benefit Dollar Limit
               for the Limitation Year in which the Participant separated from
               service.

          (f)  Defined Benefit Dollar Limit
               The Defined Benefit Dollar Limit is equal to $90,000 for calendar
               years 1984 through 1987. As of January 1, 1988 and as of January
               1 of each subsequent calendar year, the dollar limitation
               (described in Code Section 415(b)(1)(A)) as determined by the
               Secretary of the Treasury for that calendar year will become
               effective as the Defined Benefit Dollar Limit for the calendar
               year. For calendar years between 1976 and 1983, the Defined
               Benefit Dollar Limit is $75,000 as adjusted by the Secretary of
               the Treasury under Code Section 415(d) for that calendar year.
               The Defined Benefit Dollar Limit for a calendar year applies to
               Limitation Years ending with or within that calendar year.

               Where the annual benefit is payable to a Participant in a form
               other than a straight life annuity or a Qualified Joint and
               Survivor Annuity, the Defined Benefit Dollar Limit will be the
               Actuarial Equivalent of a straight life annuity beginning at the
               same age. No adjustment is required for the following:
               pre-retirement disability benefits, pre-retirement death
               benefits, and post-retirement medical benefits. For purposes of
               this paragraph, the interest rate used for adjusting the Defined
               Benefit Dollar Limit will be the greater of (1) 5%, or (2) the
               post-retirement interest rate specified for Actuarial Equivalent
               purposes.

               Where the annual benefit is payable to a Participant who has
               fewer than 10 years of participation in the Plan, the Defined
               Benefit Dollar Limit will be multiplied by a fraction, the
               numerator of which is the Participant's number of years (or part
               thereof) of



                                       7-5









<PAGE>   50

               participation in the Plan, and the denominator of which is 10. To
               the extent provided by the Secretary of the Treasury, this
               paragraph will be applied to each change in the benefit structure
               of the Plan.

               For a benefit commencing before a Participant's Social Security
               Retirement Age but at or after age 62, the Defined Benefit Dollar
               Limit will be adjusted in a manner which is consistent with the
               reduction for old-age insurance benefits commencing before Social
               Security Retirement Age under the Social Security Act. The
               reduction will be 5/9 of 1% for each of the first 36 months and
               5/12 of 1% for each additional month (up to 24 months) by which
               benefits commence before the month of the Participant's Social
               Security Retirement Age. The Defined Benefit Dollar Limit for a
               benefit commencing before age 62 will be adjusted to the
               Actuarial Equivalent of the Defined Benefit Dollar Limit for a
               benefit commencing at age 62 based on an interest rate equal to
               the greater of (1) 5%, or (2) the interest rate specified in the
               plan for determining actuarial equivalence for early retirement.

               For a benefit commencing after a Participant's Social Security
               Retirement Age, the Defined Benefit Dollar Limit will be adjusted
               to the actuarial equivalent of the Defined Benefit Dollar Limit
               for a benefit commencing at the Participant's Social Security
               Retirement Age. For purposes of this paragraph, the interest rate
               used for adjusting the Defined Benefit Dollar Limit will be the
               lesser of (1) 5%, or (2) the interest rate specified in the plan
               for determining actuarial equivalence for early retirement.

          (g)  Defined Benefit Limit
               The Defined Benefit Limit is the lesser of the Defined Benefit
               Dollar Limit or the Defined Benefit Compensation Limit.

          (h)  Defined Benefit Plan Fraction Denominator
               The Defined Benefit Plan Fraction Denominator with respect to any
               Participant is the lesser of (1) the product of the Defined
               Benefit Dollar Limit multiplied by 1.25, or (2) the product of
               the Defined Benefit Compensation Limit multiplied by 1.4.
               However, for purposes of determining the Defined Benefit Plan
               Fraction Denominator, "years of service with the Employer or any
               Related or Predecessor Employer" will be substituted for "years
               of participation in the Plan" wherever it appears in Section
               7.03(f).

          (i)  Defined Benefit Plan Fraction
               The Defined Benefit Plan Fraction is a fraction determined as of
               the close of a Limitation Year, the numerator of which is the
               Projected Annual Benefit payable to a Participant under this Plan
               and the denominator of which is the Defined Benefit Fraction
               Denominator. If a Participant has participated in more than one
               defined benefit plan maintained by the Employer, the numerator of
               the Defined Benefit Plan Fraction is the sum of the projected
               annual benefits payable to the Participant under all of the
               defined benefit plans, whether or not terminated.

          (j)  Defined Contribution Limit
               The Defined Contribution Limit for a given Limitation Year is
               equal to the lesser of (1) the Defined Contribution Compensation
               Limit, which is 25% of Aggregate Compensation applicable to the
               Limitation Year, or (2) the Defined Contribution Dollar Limit,
               which, for calendar years after 1983 is the greater of $30,000 or
               one-fourth of the Defined Benefit Dollar Limit for the Limitation
               Year, and for calendar years between 1976 and 1983 is one-third
               of the Defined Benefit Dollar Limit. If a short Limitation Year
               is created because of an amendment changing the Limitation Year
               to a different 12 consecutive month period, the Defined
               Contribution Dollar Limit is multiplied by a fraction, the
               numerator of which is equal to the number of months in the short
               Limitation Year and the denominator



                                       7-6









<PAGE>   51

               of which is 12.

          (k)  Defined Contribution Plan Fraction
               The Defined Contribution Plan Fraction is a fraction determined
               as of the close of a Limitation Year, the numerator of which is
               the sum of the Annual Additions to the Participant's Accounts
               under all defined contribution plans of the Employer for the
               current and all prior Limitation Years and the denominator of
               which is the sum of the Annual Additions which would have been
               made for the Participant for the current and all prior Limitation
               Years (for all prior years of service with the Employer or any
               predecessor Employer) if in each Limitation year the Annual
               Additions equaled the lesser of (1) the product of the Defined
               Contribution Compensation Limit for the Limitation Year
               multiplied by 1.4, or (2) the product of the Defined Contribution
               Dollar Limit for the Limitation Year multiplied by 1.25. The
               aggregate amount in the numerator of this fraction due to years
               beginning before January 1, 1976 may not exceed the aggregate
               amount in the denominator of this fraction for all such years.

               For purposes of this Section 7.03(k), the Annual Addition for any
               Limitation Year beginning before January 1, 1987 will not be
               recomputed to treat all Employee After-tax Contributions as
               Annual Additions.

          (l)  Employer
               The Employer is the Employer that adopts this Plan together with
               all Related Employers. For this purpose, the definition of
               Related Employer in Section 1.33 of this Plan is modified by Code
               Section 415(h).

          (m)  Limitation Year
               The Limitation Year will be the 12 consecutive month period which
               is specified in Article 1 of this Plan and which is adopted for
               all qualified plans maintained by the Employer pursuant to a
               Written Resolution adopted by the Employer. In the event of a
               change in the Limitation Year, the additional limitations of
               Treasury Regulation Section 1.415-2(b)(4)(iii) will also apply.

          (n)  Projected Annual Benefit
               For purposes of this Section, a Participant's Projected Annual
               Benefit is equal to the annual benefit to which a Participant in
               a defined benefit Plan would be entitled under the terms of the
               plan based on the following assumptions:

                    -    The Participant will continue employment until reaching
                         normal retirement age as determined under the terms of
                         the plan (or current age, if that is later);

                    -    The Participant's compensation for the Limitation Year
                         under consideration will remain the same for all future
                         years;

                    -    All other relevant factors used to determine benefits
                         under the plan for the Limitation Year under
                         consideration will remain constant for all future
                         Limitation Years; and

                    -    The benefits resulting from any Participant
                         Contributions or Rollover Contributions are
                         disregarded.

          (o)  Social Security Retirement Age
               Social Security Retirement Age means age 65 for a Participant
               born before January 1, 1938; age 66 for a Participant born after
               December 31, 1937, but before January 1, 1955; and age 67 for a
               Participant born after December 31, 1954.




                                       7-7










<PAGE>   52

          (p)  Transition Rule Under TRA '86
               If at the beginning of the first Limitation Year beginning after
               December 31, 1986, an Employee was a Participant in a defined
               benefit plan of the Employer or any Related Employer that was in
               existence on May 6, 1986, the Defined Benefit Dollar Limit for
               that Participant is the greater of the Defined Benefit Dollar
               Limit described above or the Participant's Current Accrued
               Benefit on that date determined without regard to changes in the
               terms and conditions of the Plan or cost-of-living increases
               occurring after May 5, 1986. This Section 7.03(p) applies only if
               all defined benefit plans maintained by the Employer and all
               Related Employers, individually and in the aggregate, satisfied
               the requirements of Code Section 415 for all Limitation Years
               beginning before January 1, 1987.

          (q)  Transition Rule Under TEFRA
               The Defined Benefit Dollar Limit for a Participant in a defined
               benefit plan of the Employer or any Related Employer that was in
               existence on July 1, 1982, will not be less than the protected
               current accrued benefit, payable annually, provided under
               question T-3 of Internal Revenue Service Notice 83-10.

7.04 Effect of Top-Heavy Status
     Notwithstanding the provisions of Section 7.03, "1.0" will be substituted
     for "1.25" wherever it appears in Sections 7.03(h) and 7.03(k) for any
     Limitation Year in which the Plan is found to be Top-Heavy for the Plan
     Year which coincides with or ends within such Limitation Year.
















                                       7-8








<PAGE>   53


                                   ARTICLE 8

                                 MISCELLANEOUS

8.01 Employment Rights of Parties Not Restricted
     The adoption and maintenance of this Plan will not be deemed a contract
     between the Employer and any Employee. Nothing in this Plan will give any
     Employee or Participant the right to be retained in the employ of the
     Employer or to interfere with the right of the Employer to discharge any
     Employee or Participant at any time, nor will it give the Employer the
     right to require any Employee or Participant to remain in its employ, or to
     interfere with any Employee's or Participant's right to terminate his
     employment at any time.

8.02 Alienation

     (a)  General
          No person entitled to any benefit under this Plan will have any right
          to sell, assign, transfer, hypothecate, encumber, commute, pledge,
          anticipate or otherwise dispose of his interest in the benefit, and
          any attempt to do so will be void. No benefit under this Plan will be
          subject to any legal process, levy, execution, attachment or
          garnishment for the payment of any claim against such person.

     (b)  Exceptions
          Section 8.02(a) will not apply to the extent a Participant or
          Beneficiary is indebted to the Plan under the provisions of the Plan.
          At the time a distribution is to be made to or for a Participant's or
          Beneficiary's benefit, the portion of the amount distributed which
          equals the indebtedness will be withheld by the Trustee to apply
          against or discharge the indebtedness. Before making a payment,
          however, the Participant or Beneficiary must be given written notice
          by the Plan Administrator that the indebtedness is to be so paid in
          whole or part from his Participant's Accrued Benefit. If the
          Participant or Beneficiary does not agree that the indebtedness is a
          valid claim against his Vested Accrued Benefit, he will be entitled to
          a review of the validity of the claim in accordance with procedures
          established by the Plan Administrator.

          Section 8.02(a) will not apply to a qualified domestic relations order
          (QDRO) as defined in Code Section 414(p), and those other domestic
          relations orders permitted to be so treated by the Plan Administrator
          under the provisions of the Retirement Equity Act of 1984. The Plan
          Administrator will establish a written procedure to determine the
          qualified status of domestic relations orders and to administer
          distributions under such qualified orders. Further, to the extent
          provided under a QDRO, a former spouse of a Participant will be
          treated as the spouse or Surviving Spouse for all purposes under the
          Plan. Where, however, because of a QDRO, more than one individual is
          to be treated as a Surviving Spouse, the total amount to be paid in
          the form of a Qualified Survivor Annuity or the survivor portion of a
          Qualified Joint and Survivor Annuity may not exceed the amount that
          would be paid if there were only one Surviving Spouse. All rights and
          benefits, including elections, provided to a Participant under this
          Plan will be subject to the rights afforded to any alternate payee as
          such term is defined in Code Section 414(p).

          This Plan specifically permits distribution to an alternate payee
          under a QDRO (without regard to whether the Participant has attained
          his or her earliest retirement age as that term is defined under Code
          Section 414(p)) in the same manner that is provided for a Vested
          Terminated Participant.




                                       8-1








<PAGE>   54


8.03 Qualification of Plan
     The Employer will have the sole responsibility for obtaining and retaining
     qualification of the Plan under the Code with respect to the Employer's
     individual circumstances.

8.04 Construction
     To the extent not preempted by ERISA, this Plan will be construed according
     to the laws of the state of Tennessee. Words used in the singular will
     include the plural, the masculine gender will include the feminine, and
     vice versa, whenever appropriate.

8.05 Named Fiduciaries

     (a)  Allocation of Functions
          The authority to control and manage the operation and administration
          of the Plan and Trust created by this instrument will be allocated
          between the Plan Sponsor, the Trustee, and the Plan Administrator, all
          of whom are designated as Named Fiduciaries with respect to the Plan
          and Trust as provided for by Section 402(a)(2) of ERISA. The Plan
          Sponsor reserves the right to allocate the various responsibilities
          for the present execution of the functions of the Plan, other than the
          Trustee's responsibilities, among its Named Fiduciaries. Any person or
          group of persons may serve in more than one fiduciary capacity with
          regard to the Plan.

     (b)  Responsibilities of the Plan Sponsor
          The Plan Sponsor, in its capacity as a Named Fiduciary, will have only
          the following authority and responsibility:

          -    To appoint or remove the Plan Administrator and furnish the
               Trustee with certified copies of any resolutions of the Plan
               Sponsor with regard thereto;

          -    To appoint and remove the Trustee;

          -    To appoint a successor Trustee or additional Trustees;

          -    To communicate information to the Plan Administrator and the
               Trustee as needed for the proper performance of the duties of
               each;

          -    To appoint an investment manager (or to refrain from such
               appointment), to monitor the performance of the investment
               manager so appointed, and to terminate such appointment (more
               than one investment manger may be appointed and in office at any
               time); and

          -    To establish and communicate to the Trustee a funding policy for
               the Plan.

     (c)  Limitation on Obligations of Named Fiduciaries
          No Named Fiduciary will have authority or responsibility to deal with
          matters other than as delegated to it under this Plan or by operation
          of law. A Named Fiduciary will not in any event be liable for breach
          of fiduciary responsibility or obligation by another fiduciary
          (including Named Fiduciaries) if the responsibility or authority of
          the act or omission deemed to be a breach was not within the scope of
          the Named Fiduciary's authority or delegated responsibility.

     (d)  Standard of Care and Skill
          The duties of each fiduciary will be performed with the care, skill,
          prudence and diligence under the circumstances then prevailing that a
          prudent person acting in a like capacity and familiar with such
          matters would use in the conduct of an enterprise of like character
          and with like objectives.


                                       8-2










<PAGE>   55

8.06 Reserved

8.07 Adoption and Withdrawal by Other Organizations

     (a)  Procedure for Adoption
          Subject to the provisions of this Section 8.07, any organization now
          in existence or hereafter formed or acquired, which is not already a
          Participating Employer under this Plan and which is otherwise legally
          eligible may, in the future, with the consent and approval of the Plan
          Sponsor, by formal Written Resolution (referred to in this Section as
          an Adoption Resolution), adopt the Plan and Trust hereby created for
          all or any classification of persons in its employment and thereby,
          from and after the specified effective date, become a Participating
          Employer under this Plan. Such consent will be effected by and
          evidenced by a formal Written Resolution of the Plan Sponsor. The
          Adoption Resolution may contain such specific changes and variations
          in Plan terms and provisions applicable to the adopting Participating
          Employer and its Employees as may be acceptable to the Plan Sponsor
          and the Trustee. However, the sole, exclusive right of any other
          amendment of whatever kind or extent to the Plan is reserved to the
          Plan Sponsor. The Adoption Resolution will become, as to the adopting
          organization and its Employees, a part of this Plan as then amended or
          thereafter amended. It will not be necessary for the adopting
          organization to sign or execute the original or then amended Plan and
          Trust Agreement or any future amendment to the Plan and Trust
          Agreement. The effective date of the Plan for the adopting
          organization will be that stated in the Adoption Resolution and from
          and after such effective date the adopting organization will assume
          all the rights, obligations and liabilities as a Participating
          Employer under this Plan. The administrative powers of and control by
          the Plan Sponsor as provided in the Plan, including the sole right of
          amendment or termination of the Plan, of appointment and removal of
          the Plan Administrator and the Trustee, and of appointment and removal
          of an investment manager will not be diminished by reason of the
          participation of the adopting organization in the Plan.

     (b)  Withdrawal
          Any Participating Employer may withdraw from the Plan at any time,
          without affecting the Plan Sponsor or other Participating Employers
          not withdrawing, by complying with the provisions of the Plan. A
          withdrawing Participating Employer may arrange for the continuation by
          itself or its successor of this Plan in separate forms for its own
          employees, with such amendments, if any, as it may deem proper, and
          may arrange for continuation of the Plan by merger with an existing
          plan and transfer of plan assets. The Plan Sponsor may, it its
          absolute discretion, terminate a Participating Employer's
          participation at any time when in its judgment the Participating
          Employer fails or refuses to discharge its obligations under the Plan.

     (c)  Adoption Contingent Upon Initial and Continued Qualifications
          The adoption of this Plan by an organization as provided is hereby
          made contingent and subject to the condition precedent that said
          adopting organization meets all the statutory requirements for
          qualified plans, including, but not limited to, Sections 401(a) and
          501(a) of the Internal Revenue Code for its Employees. If the Plan or
          the Trust, in its operation, becomes disqualified, for any reason, as
          to the adopting organization and its Employees, the portion of the
          Plan assets allocable to them will be segregated as soon as is
          administratively feasible, pending either the prompt (1)
          requalification of the Plan as to the organization and its employees
          to the satisfaction of the Internal Revenue Service so as not to
          affect the continued qualified status thereof as to other Employers,
          (2) withdrawal of the organization from this Plan and a continuation
          by itself or its successor of its plan separately from this Plan, or
          by merger with another existing plan,



                                       8-3









<PAGE>   56

          with a transfer of its said segregated portion of Plan assets, or (3)
          termination of the Plan as to itself and its Employees.

8.08 Employer Contributions
     Employer contributions made to the Plan and Trust are made and will be held
     for the sole purpose of providing benefits to Participants and their
     Beneficiaries.

     In no event will any contribution made by the Employer to the Plan and
     Trust or income therefrom revert to the Employer except as provided in
     Section 7.01(e) or as provided below.

     (a)  Any contribution made to the Plan and Trust by the Employer because of
          a mistake of fact may be returned to the Employer within one year of
          such contribution.

     (b)  Notwithstanding any other provision of the Plan and Trust, if the
          Internal Revenue Service determines initially that the Plan, as
          adopted by the Employer, does not qualify under applicable sections of
          the Code and applicable Treasury Department Regulations, and the
          Employer does not wish to amend this Plan and Trust so that it does
          qualify, the value of all assets will be distributed by the Trustee to
          the Employer within one year after the date such initial qualification
          is denied. Thereafter, the Employer's participation in this Plan and
          Trust will be considered rescinded and of no force or effect.

     (c)  Any contribution made by the Employer will be conditioned on the
          deductibility of such contribution and may be refunded to the
          Employer, to the extent the contribution is determined not to be
          deductible, within one year after such determination is made.









                                       8-4







<PAGE>   57



                                   ARTICLE 9

                                ADMINISTRATION

9.01 Plan Administrator
     The Plan Administrator will have the responsibility for the general
     supervision and administration of the Plan and will be a fiduciary of the
     Plan. The Employer may, by Written Resolution, appoint one or more
     individuals to serve as Plan Administrator. If the Employer does not
     appoint an individual or individuals as Plan Administrator, the Employer
     will function as Plan Administrator. The Employer may at any time, with or
     without cause, remove an individual as Plan Administrator or substitute
     another individual therefor.

9.02 Powers and Duties of the Plan Administrator
     The Plan Administrator will be charged with and will have delegated to it
     the power, duty, authority and discretion to interpret and construe the
     provisions of this Plan and specifically, without limitation, to: determine
     its meaning and intent and to make application thereof to the facts of any
     individual case; determine in its discretion the rights and benefits of
     Participants or the eligibility of Employees; give necessary instructions
     and directions to the Trustee as herein provided or as may be requested by
     the Trustee from time to time; resolve all questions of fact relating to
     any of the foregoing; supply omissions from, correct deficiencies in, and
     resolve inconsistencies or ambiguities in the language of the Plan; and
     generally direct the administration of the Plan according to its terms. All
     decisions of the Plan Administrator in matters properly coming before it
     according to the terms of this Plan, and all actions taken by the Plan
     Administrator in the proper exercise of its administrative powers, duties
     and responsibilities, will be final and binding upon all Employees,
     Participants and Beneficiaries and upon any person having or claiming any
     rights or interest in this Plan. The Employer and the Plan Administrator
     will make and receive any reports and information, and retain any records
     necessary or appropriate to the administration of this Plan or to the
     performance of duties hereunder or to satisfy any requirements imposed by
     law. In the performance of its duties, the Plan Administrator will be
     entitled to rely on information duly furnished by any Employee, Participant
     or Beneficiary or by the Employer or Trustee.

9.03 Actions of the Plan Administrator
     The Plan Administrator may adopt such rules as it deems necessary,
     desirable or appropriate with respect to the conduct of its affairs and the
     administration of the Plan. Whenever any action to be taken in accordance
     with the terms of the Plan requires the consent or approval of the Plan
     Administrator, or whenever an interpretation is to be made of the terms of
     the Plan, the Plan Administrator will act in a uniform and
     non-discriminatory manner, treating all Employees and Participants in
     similar circumstances in a like manner. If the Plan Administrator is a
     group of individuals, all of its decisions will be made by a majority vote.
     The Plan Administrator will have the authority to employ one or more
     persons to render advice or services with regard to the responsibilities of
     the Plan Administrator, including but not limited to attorneys, actuaries,
     and accountants. Any persons employed to render advice or services will
     have no fiduciary responsibility for any ministerial functions performed
     with respect to this Plan.

9.04 Reliance on Plan Administrator and Employer
     Until the Employer gives notice to the contrary, the Trustee and any
     persons employed to render advice or services will be entitled to
     reasonably rely on the designation of Plan Administrator that has been
     furnished to them. In addition, the Trustee and any persons employed to
     render advice or services will be fully protected in reasonably acting upon
     the written directions and instructions of the Plan Administrator made in
     accordance with the terms of this Plan. In appropriate circumstances,
     however, the Trustee shall have a duty to




                                       9-1









<PAGE>   58

     inquire about and to investigate designations, directions and instructions
     received from the Plan Administrator if the Trustee has reason to believe
     that such designation, direction or instruction is, for any reason,
     incorrect or in error. If the Plan Administrator is a group of individuals,
     unless otherwise specified, any one of such individuals will be authorized
     to sign documents on behalf of the Plan Administrator and such authorized
     signatures will be recognized by all persons dealing with the Plan
     Administrator. The Trustee and any persons employed to render advice or
     services may take cognizance of any rules established by the Plan
     Administrator and reasonably rely upon them until notified to the contrary.
     The Trustee and any persons employed to render advice or services will be
     fully protected in taking any action upon any paper or document believed to
     be genuine and to have been properly signed and presented by the Plan
     Administrator, Employer or any agent of the Plan Administrator acting on
     behalf of the Plan Administrator.

9.05 Reports to Participants
     The Plan Administrator will report in writing to a Participant his Accrued
     Benefit under the Plan and the Vested Percentage of such benefit when the
     Participant terminates his employment or requests such a report in writing
     from the Plan Administrator. To the extent required by law or regulation,
     the Plan Administrator will annually furnish to each Participant, and to
     each Beneficiary receiving benefits, a report which fairly summarizes the
     Plan's most recent report.

9.06 Bond
     The Plan Administrator and other fiduciaries of the Plan will be bonded to
     the extent required by ERISA or other applicable law. No additional bond or
     other security for the faithful performance of any duties under this Plan
     will be required.

9.07 Compensation of Plan Administrator
     The Compensation of the Plan Administrator will be left to the discretion
     of the Plan Sponsor; no person who is receiving full pay from the Employer
     will receive compensation for services as Plan Administrator. All
     reasonable and necessary expenses incurred by the Plan Administrator in
     supervising and administering the Plan will be paid from the Plan assets by
     the Trustee at the direction of the Plan Administrator to the extent not
     paid by the Plan Sponsor.

9.08 Claims Procedure
     The Plan Administrator will make all determinations as to the rights of any
     Employee, Participant, Beneficiary or other person under the terms of this
     Plan. Any Employee, Participant or Beneficiary, or person claiming under
     them, may make claim for benefit under this Plan by filing written notice
     with the Plan Administrator setting forth the substance of the claim. If a
     claim is wholly or partially denied, the claimant will have the opportunity
     to appeal the denial upon filing with the Plan Administrator a written
     request for review within 60 days after receipt of notice of denial. In
     making an appeal the claimant may examine pertinent Plan documents and may
     submit issues and comments in writing. Denial of a claim or a decision on
     review will be made in writing by the Plan Administrator delivered to the
     claimant within 60 days after receipt of the claim or request for review,
     unless special circumstances require an extension of time for processing
     the claim or review, in which event the Plan Administrator's decision must
     be made as soon as possible thereafter but not beyond an additional 60
     days. If no action on an initial claim is taken within 120 days, the claims
     will be deemed denied for purposes of permitting the claimant to proceed to
     the review stage. The denial of a claim or the decision on review will
     specify the reasons for the denial or decision and will make reference to
     the pertinent Plan provisions upon which the denial or decision is based.
     The denial of a claim will also include a description of any additional
     material or information necessary for the claimant to perfect the claim and
     an explanation of the claim review procedure herein described. The Plan
     Administrator will serve as an agent




                                       9-2









<PAGE>   59

     for service of legal process with respect to the Plan unless the Employer,
     through written resolution, appoints another agent.

     If a Participant or Beneficiary is entitled to a distribution from the
     Plan, the Participant or Beneficiary will be responsible for providing the
     Plan Administrator with his current address. If the Plan Administrator
     notifies the Participant or Beneficiary by registered mail (return receipt
     requested) at his last known address that he is entitled to a distribution
     and also notifies him of the provisions of this paragraph, and the
     Participant or Beneficiary fails to claim his benefits under the Plan or
     provide his current address to the Plan Administrator within one year after
     such notification, the distributable amount will be forfeited and used to
     reduce the cost of the Plan. If the Participant or Beneficiary is
     subsequently located, such benefit will be restored.

9.09 Liability of Fiduciaries
     Except for a breach of fiduciary responsibility due to gross negligence or
     willful misconduct, the Plan Administrator will not incur any individual
     liability for any decision, act, or failure to act hereunder. The Plan
     Administrator may engage agents to assist it and may engage legal counsel
     who may be counsel for the Employer. The Plan Administrator will not be
     responsible for any action taken or omitted to be taken on the advice of
     counsel.

     If there is more than one person serving as a fiduciary in any capacity
     (for example, co-Trustees), each will use reasonable care to prevent the
     other or others from committing a breach of fiduciary duty with respect to
     this Plan. Nothing contained in this Section will preclude any agreement
     allocating specific responsibilities or obligations among the
     co-fiduciaries provided that the agreement does not violate any of the
     terms and provisions of this Plan. In those instances where any duties have
     been allocated between co-fiduciaries, a fiduciary will not be liable for
     any loss resulting to the Plan arising from any act or omission on the part
     of another co-fiduciary to whom responsibilities or obligations have been
     allocated except under the following circumstances:

          -    If he participates knowingly in, or knowingly undertakes to
               conceal, an act or omission of a co-fiduciary knowing the act or
               omission is a breach; or

          -    If by his failure to comply with his specific responsibilities
               which give rise to his status as a fiduciary, he has enabled the
               other fiduciary to commit a breach; or

          -    If he has knowledge of a breach by a co-fiduciary, unless he
               makes reasonable efforts under the circumstances to remedy the
               breach.

9.10 Expenses of Administration
     The Employer does not and will not guarantee the Plan assets against loss.
     The Employer may in its sole discretion, but will not be obligated to, pay
     the ordinary expenses of establishing the Plan, including the fees of
     consultants, accountants and attorneys in connection therewith. The
     Employer may, in its sole discretion (but will not be obligated to), pay
     other costs and expenses of administering the Plan, the taxes imposed upon
     the Plan, if any, and the fees, charges or commissions with respect to the
     purchase and sale of Plan assets. Unless paid by the Employer, such costs
     and expenses, taxes (if any), and fees, charges and commissions will be a
     charge upon Plan assets and deducted by the Trustee.

9.11 Distribution Authority
     If any person entitled to receive payment under this Plan is a minor,
     declared incompetent or is under other legal disability, the Plan
     Administrator may, in its sole discretion, direct the Trustee to:




                                       9-3









<PAGE>   60

          -    Distribute directly to the person entitled to the payment;

          -    Distribute to the legal guardian or, if none, to a parent of the
               person entitled to payment or to a responsible adult with whom
               the person entitled to payment maintains his residence;

          -    Distribute to a custodian for the person entitled to payment
               under the Uniform Gifts to Minors Act if permitted by the laws of
               the state in which the person entitled to payment resides; or

          -    Withhold distribution of the amount payable until a court of
               competent jurisdiction determines the rights of the parties
               thereto or appoints a guardian of the estate of the person
               entitled to payment.

     If there is any dispute, controversy or disagreement between any
     Beneficiary or person and any other person as to who is entitled to receive
     the benefits payable under this Plan, or if the Plan Administrator is
     uncertain as to who is entitled to receive benefits, or if the Plan
     Administrator is unable to locate the person who is entitled to benefits,
     the Plan Administrator may with acquittance interplead the funds into a
     court of competent jurisdiction in the judicial district in which the
     Employer maintains its principal place of business and, upon depositing the
     funds with the clerk of the court, be released from any further
     responsibility for the payment of the benefits. If it is necessary for the
     Plan Administrator to retain legal counsel or incur any expense in
     determining who is entitled to receive the benefits, whether or not it is
     necessary to institute court action, the Plan Administrator will be
     entitled to reimbursement from the benefits for the amount of its
     reasonable costs, expenses and attorneys' fees incurred.











                                       9-4









<PAGE>   61

                                  ARTICLE 10

                       AMENDMENT OR TERMINATION OF PLAN


10.01 Right of Plan Sponsor to Amend or Terminate
      The Plan Sponsor reserves the right to alter, amend, revoke or terminate
      this Plan. No amendment will deprive any Participant or Beneficiary of any
      vested right nor will it reduce the present value (determined upon an
      actuarial equivalent basis) of any Accrued Benefit to which he is then
      entitled with respect to Employer contributions previously made, except as
      may be required to maintain the Plan as a qualified plan under the Code.
      No amendment will change the duties or responsibilities of the Trustee
      without its express written consent thereto.

      A plan amendment which has the effect of (a) eliminating or reducing an
      early retirement benefit or a retirement-type subsidy, or (b) eliminating
      an optional benefit form, will, with respect to benefits attributable to
      service before the amendment be treated as reducing Accrued Benefits. In
      the case of a retirement-type subsidy, the preceding sentence will apply
      only with respect to a Participant who satisfies (either before or after
      the amendment) the preamendment conditions for the subsidy. In general, a
      retirement-type subsidy is a subsidy that continues after retirement but
      does not include a disability retirement benefit, a medical benefit, a
      social security supplement, a pre-retirement death benefit, or a plant
      shutdown benefit (that does not continue after retirement).

      A minimum Accrued Benefit value will apply if this Plan is or becomes a
      successor to a profit sharing plan, a defined contribution pension plan, a
      target benefit plan, or a defined benefit pension plan which was fully
      insured, or any plan under which the accrued benefit of a Participant was
      determined as a lump sum or account balance. The actuarial equivalent
      value of a Participant's Accrued Benefit will not be less than the
      actuarial equivalent value of his Accrued Benefit on the Effective Date of
      the Plan.

      Any alteration, amendment, revocation or termination of this Plan shall be
      executed and performed by the adoption of such amendment (i) by action of
      the Board of Directors of the Plan Sponsor at a duly called meeting of the
      Board, or (ii) by written consent of the Board of Directors of the Plan
      Sponsor. Any such alteration, amendment, revocation or termination of the
      Plan may include, without limitation, one or more written instruments
      amending and restating in their entirety the Plan.

10.02 Allocation of Assets Upon Termination of Plan
      If this Plan is revoked or terminated (in whole or in part) or if
      contributions are completely discontinued the Accounts of all affected
      Participants will become non-forfeitable. The Employer will then arrange
      for allocation of all assets among Participants so affected by the total
      or partial termination in accordance with the requirements of all
      applicable law and the regulations and requirements of the Internal
      Revenue Service. All allocated amounts will be retained in the Plan to the
      credit of the individual Participants until distribution as directed by
      the Employer. Distribution to Participants may be in the form of cash or
      other Plan assets or partly in each.

10.03 Exclusive Benefit
      At no time will any part of the principal or income of the Plan assets be
      used or diverted for purposes other than the exclusive benefit of
      Participants in the Plan and their Beneficiaries, nor may any portion of
      the Plan assets revert to the Employer except as provided in Sections
      7.01(e) and 8.08.



                                      10-1








<PAGE>   62


10.04 Failure to Qualify 
      Notwithstanding any of the foregoing provisions, if this Plan, upon
      adoption by the Employer, is submitted to the Internal Revenue Service
      which then determines that the Plan as initially adopted by the Employer
      is not a qualified plan under the Code, the Employer may elect to
      terminate this Plan by giving written notice thereof. Such termination
      will have the same effect as if the Plan were never adopted, all policies
      and contracts will be cancelled, and all contributions, to the extent
      recoverable from the Trustee, will be returned to their source. If any
      amendment to this Plan is submitted to the Internal Revenue Service within
      the period allowed under Code Section 401(b) which then determines that
      the Plan as amended is not a qualified plan under the Code, the Employer
      may cancel or modify any or all provisions of the amendment retroactive to
      the effective date of the amendment in order to maintain the qualified
      status of the Plan, whereupon written notice thereof will be furnished to
      all affected Employees, Participants and Beneficiaries.

10.05 Mergers, Consolidations or Transfers of Plan Assets
      In the event this Plan is merged or consolidated with another plan which
      is qualified under Code Sections 401(a) (and 501(a) if applicable), or in
      the event of a transfer of the assets or liabilities of this Plan to
      another plan which is qualified under Code Sections 401(a) (and 501(a) if
      applicable), the benefit which each Participant would be entitled to
      receive under the successor plan or other plan if it were terminated
      immediately after the merger, consolidation or transfer will be equal to
      or greater than the benefit which the Participant would have received
      immediately before the merger, consolidation or transfer if this Plan had
      then terminated.

      Any transfer of assets and/or liabilities to (or from) this Plan from (or
      to) another plan qualified under Code Sections 401(a) (and 501(a) if
      applicable) will be evidenced by a Written Resolution by the Plan Sponsor
      of each affected plan which specifically authorizes such transfer of
      assets and/or liabilities.

10.06 Effect of Plan Amendment on Vesting Schedule
      No amendment to the Vesting Schedule will deprive a Participant of his
      nonforfeitable right to his Vested Accrued Benefit as of the date of the
      amendment. Further, if the Vesting Schedule of the Plan is amended, or if
      the Plan is amended in any way that directly or indirectly affects the
      computation of a Participant's non-forfeitable percentage, each
      Participant with at least 3 Years of Vesting Service as of the last day of
      the election period described below may elect, within a reasonable period
      after the adoption of the amendment, to have his Vested Percentage
      computed under the Plan without regard to such amendment. The period
      during which such election may be made will commence with the date the
      amendment is adopted and will end 60 days after the latest of:

      (a) the date the amendment is adopted;

      (b) the date the amendment becomes effective; or

      (c) the date the Participant is issued written notice of the amendment by
          the Employer.







                                      10-2









<PAGE>   63

                                  ARTICLE 11

                            TRUSTEE AND TRUST FUND


11.01 Acceptance of Trust
      The Trustee, by signing this Agreement, accepts this Trust and agrees to
      perform the duties of the Trustee in accordance with the terms and
      conditions set forth herein.

11.02 Trust Fund

      (a) Purpose and Nature
          The Trustee will establish and maintain a Trust Fund for purposes of
          providing a means of accumulating the assets necessary to provide the
          benefits which become payable under the Plan. The Trustee will
          receive, hold and invest all contributions made by the Employer, any
          Participating Employers, and the Participants, including the
          investment earnings thereon. The Trust Fund arising from such
          contributions and earnings will consist of all assets held by the
          Trustee under the Plan and Trust. All benefits payable under the Plan
          will be paid by the Trustee from the Trust Fund.

          Any person having any claim under the Plan will look solely to the
          assets of the Trust Fund for satisfaction. In no event will the Plan
          Administrator, the Employer, any Employees, any officer of the
          Employer or any agents of the Employer or the Plan Administrator be
          liable in their individual capacities to any person whomsoever, under
          the provisions of this Plan and Trust, except as provided by law.

          The Trust Fund will be used and applied only in accordance with the
          provisions of the Plan and Trust, to provide the benefits thereof, and
          no part of the corpus or income of the Trust Fund will be used for, or
          diverted to, purposes other than for the exclusive benefit of the
          Participants or their Beneficiaries entitled to benefits under the
          Plan, except to the extent specifically provided elsewhere herein.

     (b)  Investments
          The Trustee will invest the Trust Fund in accordance with the
          investment policy for the Trust Fund considering the fiduciary
          requirements of law, the objectives of the Plan, and the liquidity
          needs of the Plan.

     (c)  Reserved

     (d)  Operation of Trust Fund
          The Trust Fund will be maintained in accordance with the accounting
          requirements of the Plan. No Participant will have any right to any
          specific asset or any specific portion of the Trust Fund prior to
          distribution of benefits. Withdrawals from the Trust Fund will be made
          to provide benefits to Participants and Beneficiaries in the amounts
          specified by the Plan, and to pay expenses authorized by the Plan
          Administrator.

     (e)  Plan Sponsor Direction of Investment
          The Plan Sponsor will have the right to direct the Trustee with
          respect to the investment and reinvestment of assets comprising the
          Trust Fund. The Trustee and the Plan Sponsor (or the Plan
          Administrator or an Investment Committee appointed by the Plan
          Sponsor) will execute a letter of agreement as a part of this Plan
          containing such conditions, limitations and other provisions they deem
          appropriate before the Trustee will follow any Plan Sponsor direction
          with respect to the investment or reinvestment of any part of the
          Trust Fund.


                                      11-1










<PAGE>   64

11.03 Receipt of Contributions
      The Trustee will be accountable to the Employer for the funds contributed
      to it, but will have no duty to see that the contributions received comply
      with the provisions of the Plan. The Trustee will not be obligated to
      collect any contributions from the Employer or the Participants.

11.04 Powers of the Trustee
      Subject to the provisions and limitations contained elsewhere in this
      Plan, the Trustee will have full discretion and authority with regard to
      the investment of the Trust Fund. The Trustee is authorized and empowered,
      but not by way of limitation, with the following powers, rights and
      duties:

      (a)   To invest any part or all of the Trust Fund in any common or
            preferred stocks, open-end or closed-end mutual funds, United States
            retirement plan bonds, corporate bonds, debentures, convertible
            debentures, commercial paper, U.S. Treasury bills, book entry
            deposits with the United States Federal Reserve Bank or System,
            Master Notes or similar arrangements sponsored by the Trustee or any
            other financial institution as permitted by law, improved or
            unimproved real estate situated in the United States, mortgages,
            notes or other property of any kind, real or personal, as a prudent
            man would so invest under like circumstances with due regard for the
            purposes of this Plan;

      (b)   To maintain any part of the assets of the Trust Fund in cash, or in
            demand or short-term time deposits bearing a reasonable rate of
            interest (including demand or short-term time deposits of or with
            the Trustee), or in a short-term investment fund or in other cash
            equivalents having ready marketability, including, but not limited
            to, U.S. Treasury Bills, commercial paper, certificates of deposit
            (including such certificates of deposit of or with the Trustee), and
            similar types of short-term securities, as may be deemed necessary
            by the Trustee in its sole discretion;

      (c)   To manage, sell, contract to sell, grant options to purchase,
            convey, exchange, transfer, abandon, improve, repair, insure, lease
            for any term even though commencing in the future or extending
            beyond the term of the Trust, and otherwise deal with all property,
            real or personal, in such manner, for such considerations and on
            such terms and conditions as the Trustee will decide;

      (d)   To credit and distribute the Trust as directed by the Plan
            Administrator or any agent of the Plan Administrator. The Trustee
            will not be obliged to inquire as to whether any payee or
            distributee is entitled to any payment or whether the distribution
            is proper or within the terms of the Plan, or as to the manner of
            making any payment or distribution. The Trustee will be accountable
            only to the Plan Administrator for any payment or distribution made
            by it in good faith on the order or direction of the Plan
            Administrator or any agent of the Plan Administrator;

      (e)   To borrow money, assume indebtedness, extend mortgages and encumber
            by mortgage or pledge;

      (f)   To compromise, contest, arbitrate, or abandon claims and demands, in
            its discretion;

      (g)   To have with respect to the Trust all of the rights of an individual
            owner, including the power to give proxies, to participate in any
            voting trusts, mergers, consolidations or liquidations, and to
            exercise or sell stock subscriptions or conversion rights;

      (h)   To hold any securities or other property in the name of the Trustee
            or its nominee, or in



                                      11-2









<PAGE>   65

            another form as it may deem best, with or without disclosing the
            trust relationship;

      (i)   To perform any and all other acts in its judgment necessary or
            appropriate for the proper and advantageous management, investment
            and distribution of the Trust;

      (j)   To retain any funds or property subject to any dispute without
            liability for the payment of interest, and to decline to make
            payment or delivery of the funds or property until final
            adjudication is made by a court of competent jurisdiction;

      (k)   To file all tax forms or returns required of the Trustee;

      (l)   To begin, maintain or defend any litigation necessary in connection
            with the administration of the Plan, except that the Trustee will
            not be obligated to or required to do so unless indemnified to its
            satisfaction; and

      (m)   To keep any or all of the Trust property at any place or places
            within the United States or abroad, or with a depository or
            custodian at such place or places; provided, however, that the
            Trustee may not maintain the indicia of ownership of any assets of
            the Plan outside the jurisdiction of the District Courts of the
            United States, except as may be expressly authorized in U.S.
            Treasury or U.S. Department of Labor regulations.

11.05 Investment in Common or Collective Trust Funds
      Notwithstanding the provisions of Section 11.04, the Plan Sponsor
      specifically authorizes the Trustee to invest all or any portion of the
      assets comprising the Trust Fund in any common or collective trust fund
      which at the time of the investment provides for the pooling of the assets
      of plans qualified under Code Section 401(a). The authorization applies
      only if such common or collective trust fund: (a) is exempt from taxation
      under Code Section 584 or 501(a); (b) if exempt under Code Section 501(a),
      expressly limits participation to pension and profit sharing trusts which
      are exempt under Code Section 501(a) by reason of qualifying under Code
      Section 401(a); (c) prohibits that part of its corpus or income which
      equitably belongs to any participating trust from being used for or
      diverted to any purposes other than for the exclusive benefit of the
      Employees or their Beneficiaries who are entitled to benefits under such
      participating trust; (d) prohibits assignment by participating trust of
      any part of its equity or interest in the group trust; and (e) the sponsor
      of the group trust created or organized the group trust in the United
      States and maintains the group trust at all times as a domestic trust in
      the United States. The provisions of the common or collective trust fund
      agreement, as amended by the Trustee from time to time, are by this
      reference incorporated within this Plan and Trust. The provisions of the
      common or collective trust fund will govern any investment of Plan assets
      in that fund. This provision constitutes the express permission required
      by Section 408(b)(8) of ERISA.

11.06 Investment in Insurance Company Contracts
      The Trustee may invest any portion of the Trust Fund in a deposit
      administration, guaranteed investment or similar type of investment
      contract (hereinafter referred to as Contract); provided, however, that no
      such Contract may provide for an optional form of benefit which would not
      be provided for under the provisions hereof. The Trustee will be the
      complete and absolute owner of Contracts held in the Trust Fund.

      The Trustee may convert from one form to another any Contract held in the
      Trust Fund; designate any mode of settlement; sell or assign any Contract
      held in the Trust Fund; surrender for cash any Contract held in the Trust
      Fund; agree with the insurance company issuing any Contract to any
      release, reduction, modification or amendment thereof; and, without
      limitation of any of the foregoing, exercise any and all of the rights,
      options and privileges that belong to the absolute owner of any Contract
      held in the Trust Fund that are



                                      11-3









<PAGE>   66

      granted by the terms of any such Contract or by the terms of this
      Agreement.

      The Trustee will hold in the Trust Fund the proceeds of any sale,
      assignment or surrender of any Contract held in the Trust Fund and any and
      all dividends and other payments of any kind received in respect to any
      Contract held in the Trust Fund.

      No insurance company which may issue any Contract based upon the
      application of the Trustee will be responsible for the validity of this
      Plan, be required to look into the terms of this Plan, be required to
      question any act of the Plan Administrator or the Trustee hereunder or be
      required to verify that any action of the Trustee is authorized by this
      Plan. If a conflict should arise between the terms of the Plan and any
      such Contract, the terms of the Plan will govern.

11.07 Fees and Expenses from Fund
      The Trustee will be entitled to receive reasonable annual compensation as
      may be mutually agreed upon from time to time between the Plan Sponsor and
      the Trustee. All reasonable and necessary expenses incurred by the Trustee
      will be paid from the Plan assets by the Trustee at the direction of the
      Plan Administrator to the extent not paid by the Plan Sponsor.

11.08 Records and Accounting
      The Trustee will keep full and complete records of the administration of
      the Trust Fund which the Employer and the Plan Administrator may examine
      at any reasonable time. As soon as practical after the end of each Plan
      Year and at such other reasonable times as the Employer may direct, the
      Trustee will prepare and deliver to the Employer and the Plan
      Administrator an accounting of the administration of the Trust, including
      a report on the fair market value of all assets of the Trust Fund.

11.09 Distribution Directions
      If no one claims a payment or distribution made from the Trust, the
      Trustee will notify the Plan Administrator and will dispose of the payment
      in accordance with the subsequent direction of the Plan Administrator.

11.10 Reserved

11.11 Professional Agents, Affiliates and Arbitration

      (a) Professional Agents
          The Trustee may employ and pay from the Trust Fund reasonable
          compensation to agents, attorneys, accountants and other persons to
          advise the Trustee as in its opinion may be necessary. The Trustee may
          delegate to any agent, attorney, accountant or other person selected
          by it any non-Trustee power or duty vested in it by the Plan.

      (b) Use of Affiliates

          (1)  Charles Schwab Trust Company (CSTC) is authorized to contract or
               make other arrangements with The Charles Schwab Corporation,
               Charles Schwab & Co., Inc., their affiliates and subsidiaries,
               successors and assigns (collectively referred to as Schwab), and
               any other organizations affiliated with or subsidiaries of CSTC
               or related entities, for the provision of services to the Trust
               Fund or Plan, except where such arrangements are prohibited by
               law or regulation. As used below, authorized person means any
               person whose authorization is required pursuant to the provision
               of any prohibited transaction exemption otherwise applicable.



                                      11-4


<PAGE>   67

          (2)  CSTC is authorized to place securities orders, settle securities
               trades, hold securities in custody and other related activities
               on behalf of the Trust Fund through or by Schwab whenever
               possible unless the authorized person specifically instructs the
               use of another Broker. Trades and related activities conducted
               through the Broker will be subject to fees and commissions
               established by the Broker, which may be paid from the Trust Fund
               or netted from the proceeds of trades.

          (3)  Trades will not be executed through Schwab unless the Plan
               Administrator and the authorized person have received disclosure
               concerning the relationship of Schwab to CSTC, and the fees and
               commissions which may be paid to Schwab, CSTC and any affiliate
               or subsidiary of any of them as a result of using Schwab to
               execute trades or for other services.

          (4)  CSTC is authorized to disclose such information as is necessary
               to the operation and administration of the Trust Fund to Schwab
               and to such other persons or organizations that CSTC determines
               have a legitimate business purpose for obtaining such
               information.

          (5)  At the direction of the authorized person, CSTC may purchase
               shares of regulated investment companies (or other investment
               vehicles) advised by Schwab or CSTC ("Schwab Funds"), except to
               the extent that such investment is prohibited by law or
               regulation. Schwab Fund shares may not be purchased for or held
               by the Trust Fund unless the Plan Administrator has received
               disclosure concerning the relationship of Schwab or CSTC to the
               Schwab Funds, and any fees which may be paid to such entities.

          (6)  To the extent permitted under applicable laws, CSTC may invest in
               deposits, long and short term debt instruments, stocks and other
               securities, including those of CSTC or Schwab.

          (7)  CSTC and Schwab are authorized to tape record conversations
               between CSTC or Schwab and persons acting on behalf of the Plan
               or a Participant in order to verify data on transactions.

     (c)  Arbitration
          Any dispute under this agreement may, by the mutual agreement of the
          parties, be resolved by submission of the issue to a member of the
          American Arbitration Association who is chosen by the Employer and the
          Trustee. If the Employer and the Trustee cannot agree on such a
          choice, each will nominate a member of the American Arbitration
          Association, and the two nominees will then select an arbitrator.
          Expenses of the arbitration will be paid as decided by the arbitrator.

11.12 Valuation of Trust
      The Trustee will value the Trust Fund as of the last day of each Plan Year
      to determine the fair market value of the Trust, and the Trustee will
      value the Trust Fund on such other date(s) as may be necessary to carry
      out the provisions of the Plan.

11.13 Liability of Trustee
      The Trustee will be liable for the safeguarding and administration of the
      assets of this Trust Fund in accordance with the provisions hereof and any
      amendments hereto. The Trustee will not be required to pay any interest on
      funds paid to or deposited with it or to its credit under the provisions
      of this Trust, unless pursuant to a written agreement between the Employer
      and the Trustee. The Trustee will not be responsible for the adequacy of
      the Trust Fund to meet and discharge any liabilities under the Plan and
      will not be required to make any payment of any nature except from funds
      actually received as Trustee. The Trustee may 




                                      II-5


<PAGE>   68

      consult with legal counsel (who may be legal counsel for the Employer)
      selected by the Trustee. It will not be the duty of the Trustee to
      determine the identity or mailing address of any Participant or any other
      person entitled to benefits hereunder, such identity and mailing addresses
      to be furnished by the Employer, the Plan Administrator or an agent of the
      Plan Administrator. The Trustee will be under no liability in making
      payments in accordance with the terms of this Plan and the certification
      of the Plan Administrator or an agent of the Plan Administrator who has
      been granted such powers by the Plan Administrator.

      Except to the extent required by any applicable law, no bond or other
      security for the faithful performance of duty hereunder will be required
      of the Trustee.

11.14 Removal or Resignation and Successor Trustee
      A Trustee may resign at any time upon giving 120 days prior written notice
      to the Plan Sponsor or, with the consent of the Plan Sponsor, a Trustee
      may resign with less than 120 days prior written notice.

      The Plan Sponsor may remove a Trustee by giving at least 30 days prior
      written notice to the Trustee.

      Upon the removal or resignation of a Trustee, the Plan Sponsor will
      appoint and designate a successor Trustee which will be one or more
      individual successor Trustees or a corporate Trustee organized under the
      laws of the United Sates or of any state thereof with authority to accept
      and execute trusts. Any successor Trustee must accept and acknowledge in
      writing its appointment as a successor Trustee before it can act in such
      capacity.

      Title to all property and records or true copies of such records necessary
      to the current operation of the Trust Fund held by the Trustee hereunder
      will vest in any successor Trustee acting pursuant to the provisions
      hereof, without the execution or filing of any further instrument. Any
      resigning or removed Trustee will execute all instruments and do all acts
      necessary to vest such title in any successor Trustee of record. Each
      successor Trustee will have, exercise and enjoy all the powers, both
      discretionary and ministerial, herein conferred upon his predecessor.
      Charles Schwab Trust Company will not be obligated to examine the
      accounts, records and acts of any previous trustee or trustees, and
      Charles Schwab Trust Company will, in no way or manner, be responsible for
      any action or omission to act on the part of any previous trustee.

      Any corporation which results from any merger, consolidation or purchase
      to which the Trustee may be a party, or which succeeds to the trust
      business of the Trustee, or to which substantially all the trust assets of
      the Trustee may be transferred, will be the successor to the Trustee
      hereunder without any further act or formality with like effect as if the
      successor Trustee had originally been named Trustee herein; and in any
      such event it will not be necessary for the Trustee or any successor
      Trustee to give notice thereof to any person, and any requirement,
      statutory or otherwise, that notice will be given is hereby waived.

11.15 Appointment of Investment Manager
      One or more Investment Managers may be appointed by the Plan Sponsor (or
      the Plan Administrator) to exercise full investment management authority
      with respect to all or a portion of the Trust assets. Authorized payment
      of the fees and expenses of the Investment Manager(s) may be made from the
      Trust assets. For purposes of this agreement, any Investment Manager so
      appointed will, during the period of his appointment, possess fully and
      absolutely those powers, rights and duties of the Trustee (to the extent
      delegated by the Plan Sponsor or the Plan Administrator) with respect to
      the investment or reinvestment of that portion of the Trust assets over
      which the Investment Manager has investment management authority. The
      Investment Manager must be one of the following:




                                      11-6









<PAGE>   69

      (a)   Registered as an investment advisor under the Investment Advisors
            Act of 1940;

      (b)   A bank, as defined in the Investment Advisors Act of 1940; or

      (c)   An insurance company qualified to manage, acquire, or dispose of
            such Plan assets under the laws of more than one state.

      Any Investment Manager will acknowledge in writing to the Plan Sponsor or
      the Plan Administrator and to the Trustee that he or it is a fiduciary
      with respect to the Plan. During any period of time when the Investment
      Manager is so appointed and serving, and with respect to those assets in
      the Plan over which the Investment Manager exercises investment management
      authority, the Trustee's responsibility will be limited to holding such
      assets as a custodian, providing accounting services, disbursing benefits
      as authorized, and executing such investment instructions only as directed
      by the Investment Manager. The Trustee will not be responsible for any
      acts or omissions of the Investment Manager. Any certificates or other
      instruments duly signed by the Investment Manager (or the authorized
      representative of the Investment Manager), purporting to evidence any
      instruction, direction or order of the Investment Manager with respect to
      the investment of those assets of the Plan over which the Investment
      Manager has investment management authority, will be accepted by the
      Trustee as conclusive proof thereof. The Trustee will also be fully
      protected in acting in good faith upon any notice, instruction, direction,
      order, certificate, opinion, letter, telegram or other document believed
      by the Trustee to be genuine and from the Investment Manager (or the
      authorized representative of the Investment Manager). The Trustee will not
      be liable for any action taken or omitted by the Investment Manager or for
      any mistakes of judgment or other action made, taken or omitted by the
      Trustee in good faith upon direction of the Investment Manager.

11.16 Loans to Participants
      The Plan Administrator may authorize the Trustee to lend on a
      nondiscriminatory basis to a Participant an amount from the Plan as
      specified herein; provided, a reasonable rate of interest will be charged
      on the loan, the loan will be secured by 50% of the Participant's Vested
      Accrued Benefit in the Plan, and provision for repayment will be made. All
      loans will be subject to the approval of the Plan Administrator which will
      investigate each application for a loan. The Plan Administrator will
      prescribe such rules as may be necessary to provide guidelines as to under
      which circumstances and for what purpose loans will be permitted.

      The Plan Administrator will prescribe guidelines as to which Account or
      Accounts loans may be made from. Each loan made to a Participant will be
      made from the Participant's allowable Account or Accounts. All interest
      and principal repayments will be credited to the Participant's Account
      from which the loan was made.

      In addition to any additional rules and regulations as the Plan
      Administrator may adopt all loans will comply with the following terms and
      conditions:

      (a)   Only Active Participants will be eligible to apply for a loan. Each
            application for a loan will be made in writing to the Plan
            Administrator, whose action thereon will be final.

      (b)   Each loan will be made against collateral being the assignment of
            50% of the borrower's entire right, title and interest in and to the
            Trust Fund, supported by the borrower's promissory note for the
            amount of the loan, including interest payable to the order to the
            Trustee, and any additional security deemed necessary to adequately
            secure the Loan. If a person fails to make a required payment within
            90 days of the due date set forth in 



                                      II-7


<PAGE>   70

            the loan agreement, the loan will be in default. There will be no
            foreclosure against a Participant's Accrued Benefit prior to his
            becoming entitled to a distribution of benefits in accordance with
            the terms of this Plan. All loans will become due and payable in
            full upon the termination of a Participant's employment. If a
            Participant with an outstanding loan terminates employment and
            becomes entitled to a distribution of benefits from the Plan, then
            the outstanding balance of the unpaid loan plus any accrued interest
            thereon will be deducted from the amount of otherwise distributable
            benefits and the Participant's promissory note will be distributed
            to the Participant.

      (c)   The principal repayment will be amortized over the fixed life of a
            loan with installments of principal and interest to be paid not less
            often than quarterly. The period of repayment for each loan will be
            arrived at by mutual agreement between the Plan Administrator and
            the borrower, but in no event will such period exceed a reasonable
            period of time. The period of repayment will in no event exceed 5
            years unless the loan is to be used to acquire, construct,
            reconstruct or substantially rehabilitate any dwelling unit which,
            within a reasonable period of time, is to be used as a principal
            residence of the Participant or a member of the family (spouse,
            brother, sister, ancestor, or lineal descendants) of the
            Participant.

      (d)   The minimum amount of any loan is equal to $1,000.

      (e)   The maximum amount of any loan is such that when the amount of the
            loan is added to the outstanding balance of all other loans made to
            the Participant from the Plan (and any other plans maintained by the
            Employer or any Related Employer) the total does not exceed the
            lesser of:

            (1)   50% of the Participant's Vested Accrued Benefit; or

            (2)   $50,000, reduced by the amount, if any, of the highest balance
                  of all outstanding loans to the Participant during the
                  one-year period ending on the day prior to the day on which
                  the loan in question is made.

      (f)   Each loan will bear interest at a rate equal to the prime rate which
            is published in the Wall Street Journal as being representative of
            the base rate on corporate loans at large U.S. money center
            commercial banks on the first day of the month in which the loan is
            made, plus 2 percentage points.

      (g)   A Participant may make a new loan no more frequently than once each
            quarter and may have no more than three loans outstanding at any
            time.

      (h)   Each loan will require the Participant (and, if the Participant is
            married, the Participant's spouse) to consent to the loan and the
            possible reduction in the Participant's Accrued Benefit. Such
            consent must be made in writing within the 90-day period before the
            making of the loan.

            The spousal consent must meet requirements which are comparable to
            the requirements described in Code Section 417(a)(2). Any security
            interest held by the Plan by reason of an outstanding loan is taken
            into account in determining the value of a Qualified Survivor
            Annuity. However, in the event a Participant defaults on a loan, the
            security interest in the loan will be deducted from the Qualified
            Survivor Annuity.

      (i)   No loan will be permitted to a Participant in a year in which he is
            either an Owner-Employee or Shareholder-Employee as defined in Code
            Section 4975(d).





                                      II-8


<PAGE>   71

      (j)   Any reasonable loan application fees or loan administration fees
            charged to the trust will be charged exclusively to the accounts of 
            the participant making the loan.













                                      11-9






<PAGE>   72

                                  ARTICLE 12

                     PROVISIONS RELATING TO EMPLOYER STOCK



12.01 Type of Employer Stock
      The Trustee will, to the extent practical based on the Participant's
      election, invest that portion of the Trust fund so elected by
      Participant's, in Class A Common Stock of the Employer (Employer Stock).
      Employer Stock may include treasury stock which has been purchased by the
      Employer.

12.02 Voting Rights

      (a) In General
          Voting of the Employer Stock held in the Trust Fund will be carried
          out by the Trustee. Each Participant (or, in the event of death, his
          beneficiary) will be entitled to direct the Trustee as to the manner
          in which the Participant's shares of Employer Stock held in the Trust
          Fund and allocated to such Participant's Accounts are voted with
          respect to all matters requiring shareholder approval.

          With respect to shares of Employer Stock in the Trust Fund which are
          allocated to Participants who fail to give directions to the Trustee,
          such shares shall be voted by the Trustee based on the voting
          directions of those Participants who issued directions with respect to
          Employer Stock allocated to their Accounts. The number of non-voted
          shares to be voted in a particular manner shall be determined by
          multiplying the total number of such shares by a fraction, the
          numerator of which is the number of allocated shares directed to be
          voted in such manner, and the denominator of which is the total number
          of allocated shares directed to be voted in any manner with respect to
          the matter at issue.

          The Plan Administrator may establish such rules and guidelines as it
          deems necessary to properly effect the provision of this section.

      (b) Tender Offers
          Each Participant, or, in the event of his death, his Beneficiary,
          shall have the right, to the extent of the number of full shares of
          Employer Stock in his account, to direct the Trustee in writing as to
          the manner in which to respond to a tender or exchange offer with
          respect to shares of such Employer Stock. The Benefits Trust Committee
          shall utilize its best efforts to timely distribute or cause to be
          distributed to each Participant (or Beneficiary) such information as
          will be distributed to shareholders of the Employer in connection with
          any such tender or exchange offer. If the Trustee shall not receive
          timely direction from a Participant (or Beneficiary) as to the manner
          in which to respond to such a tender or exchange offer, the Trustee
          shall not tender or exchange any shares of Employer Stock with respect
          to which such Participant (or Beneficiary) has the right of direction.
          The sum of fractional shares allocated to Particpants' Accounts and
          unallocated shares of Employer Stock shall be tendered or exchanged in
          the same manner and proportion as shares with respect to which
          Participants have the right of direction are tendered or exchanged,
          and the Trustee shall have no discretion in such matter.

12.03 Special Provisions Applicable to Employer Securities
      In accordance with Rule 16(b)-3 adopted by the Securities and Exchange
      Commission, the following provisions shall apply with respect to
      purchases, sales and allocations to




                                      12-1









<PAGE>   73

      participant accounts of Employer Securities, notwithstanding anything else
      to the contrary in this Plan or in any rules adopted hereunder:

      (a)   The Plan shall not acquire or award to Participants in any fiscal
            year of the plan more than 2% of the outstanding shares of Common
            Stock of the Company based on the number of such shares outstanding
            as of the beginning of each such fiscal year; and

      (b)   The Trustee and other Plan Fiduciaries shall act in accordance with
            their fiduciary duties in determining the prices at which the
            Trustee shall purchase Employer securities and in determining the
            value used in allocating such securities to Participant Accounts.












                                      12-2










<PAGE>   74


IN WITNESS WHEREOF, this instrument has been executed by the duly authorized and
empowered officers of the Employer, this 18th day of November, 1996.


                                      Gaylord Entertainment Company


                                      By:_____________________________________
                                                                     ,


The Trustee agrees to continue to serve as Trustee under the terms of this 
instrument.


                                      Charles Schwab Trust Company


                                      By:_____________________________________















<PAGE>   75
                                 FIRST AMENDMENT
                                     TO THE
                          GAYLORD ENTERTAINMENT COMPANY
                               401(K) SAVINGS PLAN


         WHEREAS, the Gaylord Entertainment Company 401(k) Savings Plan (the
"Plan"), formerly known as the Retirement Savings Plan and Trust for Employees
of Gaylord Entertainment Company and Affiliated and Adopting Corporations, was
amended and restated in its entirety effective as of April 1, 1996; and

         WHEREAS, the Executive Life Insurance Company, from whom a predecessor
of the Plan purchased a guaranteed investment contract ("GIC") in 1989, was
placed in receivership in 1991, its assets were frozen, and was unable to pay
the principal and interest as it became due under the GIC; and

         WHEREAS, the Plan recovered $567,156 in settlement of all claims by the
Plan against Executive Life in September 1996, such proceeds being $219,194.73
less than the $786,350.73 the Plan had accrued on behalf of Participants; and

         WHEREAS, pursuant to Section 10.01 of the Plan, the Board of Directors
of Gaylord Entertainment Company ("Board") is authorized to amend the Plan, on
its behalf and on behalf of each Affiliated Company that has adopted the Plan;
and

         WHEREAS, the Board, at a duly called meeting of its Compensation
Committee on February 17, 1997, determined it to be in the best interests of
Plan participants that the Plan be amended as provided below.

         NOW, THEREFORE, effective on the date hereof, the following new Section
3.05 is hereby added to the Plan:

3.05    Special Employer Contribution

         The Employer shall make a special Employer Contribution to the Plan in
         the amount of $219,194.73 ("Special Contribution") as soon as
         practicable after the execution hereof. The Special Contribution shall
         be allocated to Participant Accounts which were allocated to the
         Investment Fund that acquired a guaranteed investment contract from
         Executive Life Insurance Company ("GIC") to the extent that such
         Accounts have not been paid in full from the GIC ("GIC Receivable"),
         as such GIC Receivables are carried on and reflected in the books and
         records of the Plan. The Special Contribution shall not be treated as
         an "annual addition" to Participant

                              

                                                   
                                        1


<PAGE>   76


         Accounts pursuant to Section 415(c)(2) of the Code nor shall any part
         of the Special Contribution shall be allocated to the Account of any
         Participant if such allocation would cause the Plan to fail testing
         pursuant to section 401(a)(4) of the Code or applicable regulations.

         IN WITNESS WHEREOF, Gaylord Entertainment Company, on its behalf and on
behalf of each Affiliated Company which has adopted this Plan and authorized the
Board of Directors of Gaylord Entertainment Company to act on its behalf, has
executed this Amendment on the ______ day of April, 1997.


GAYLORD ENTERTAINMENT COMPANY


By:
    ----------------------------------

Title: Executive Vice President
       and Chief Operating Officer



                                                   
                                      
                                        2




<PAGE>   77
                  (Excerpt from August 14, 1997 Minutes of the
                Gaylord Entertainment Company Board of Directors)

- --------------------------------------------------------------------------------

                       Savings Plan and Savings Plan Trust

FURTHER RESOLVED, that, subject to and conditioned upon the consummation of the
Company Distribution and the Merger, New Gaylord is hereby substituted for the
Company in the Gaylord Entertainment Company 401(k) Savings Plan (the "Savings
Plan"). Any reference to the Employer, the Plan Sponsor or the Plan
Administrator contained in the Savings Plan shall thereafter be deemed a
reference to New Gaylord. New Gaylord shall be the "plan sponsor" with respect
to the Savings Plan, and, to the extent permitted by applica ble law, neither
the Company nor any of its subsidiaries shall be the sponsor or employer with
respect to the Savings Plan. Subject to and conditioned upon the consummation of
the Company Distribution and the Merger, New Gaylord is also hereby substituted
as sponsor of the Gaylord Savings Plan Trust (the "Savings Trust"). In
accordance with this resolution, all of the assets and rights held by the
Company and its subsidiaries with respect to the Savings Plan and the Savings
Trust, subject to all of the liabilities and obligations of the Company and its
sub sidiaries with respect to the Savings Plan and the Savings Trust, are,
subject to and conditioned upon the consummation of the Company Distribution and
the Merger, hereby transferred to New Gaylord; and

FURTHER RESOLVED, that, subject to and conditioned upon the consummation of the
Company Distribution and the Merger, the Savings Plan is hereby amended by
adding to Article 5 a new Section 5.08 which shall read in its entirety as
follows:

          "5.08    Certain Transactions

          Notwithstanding any provision to the contrary contained in this Plan,
          in the event of the occurrence of either of the events set forth
          below, the Participant will be entitled to begin to receive a
          distribution of his Accrued Benefit. The form and timing of benefit
          payments will be governed by the provisions of Section 5.05.

               (a) The disposition by the Employer to an unrelated corporation
                   of substantially all of the assets (within the meaning of
                   section 409(d)(2) of the Code) used in a trade or business
                   of the Employer if the Employer continues to maintain this
                   Plan after the disposition, but only with respect to

                                               

<PAGE>   78


                   employees who continue employment with the corporation
                   acquiring such assets.

                                                               
               (b) The disposition by the Employer to an unrelated entity of the
                   Employer's interest in a subsidiary (within the meaning of
                   section 409(d)(3) of the Code) if the Employer continues to 
                   maintain this Plan, but only with respect to employees who
                   continue employment with such subsidiary."

                                                                 





<PAGE>   79
                                 THIRD AMENDMENT
                                     TO THE
                          GAYLORD ENTERTAINMENT COMPANY
                               401(K) SAVINGS PLAN


         WHEREAS, Gaylord Entertainment Company ("Company") previously adopted
and established the Gaylord Entertainment Company 401(k) Savings Plan ("Plan")
for the benefit of eligible employees and their beneficiaries; and

         WHEREAS, pursuant to Section 10.01 of the Plan, the Board of Directors
of the Company is authorized to amend the Plan, on its behalf and on behalf of
each Participating Employer that has adopted the Plan and authorized the Board
of Directors to act on its behalf; and

         WHEREAS, the Board of Directors has determined that is in the best
interests of participants and their beneficiaries to adopt this amendment to the
Plan as provided below;

         NOW, THEREFORE, effective August 1, 1997, Section 11.16(b) of the Plan
is hereby amended to read in it entirety as follows:

          "(b) Each loan will be made against collateral being the assignment of
               50% of the borrower's entire right, title and interest in and to
               the Trust Fund, supported by the borrower's promissory note for
               the amount of the loan, including interest payable to the order
               to the Trustee, and any additional security deemed necessary to
               adequately secure the Loan. If a person fails to make a required
               payment within 90 days of the due date set forth in the loan
               agreement, the loan will be in default. There will be no
               foreclosure against a Participant's Accrued Benefit prior to his
               becoming entitled to a distribution of benefits in accordance
               with the terms of this Plan.

               All loans to a Participant will become due and payable in full
               upon the termination of a Participant's employment unless the
               loan is accepted by another qualified plan, pursuant to an
               agreement between the Employer and the plan sponsor of such other
               qualified plan, in the form of an Eligible Rollover Distribution,
               in accordance with Section 5.07, or a Transfer of Plan Assets, in
               accordance with Section 10.05.

               If a Participant with an outstanding loan terminates employment
               and becomes entitled to a distribution of benefits from the Plan,
               then the

                                                                  


<PAGE>   80


               outstanding balance of the unpaid loan plus any accrued interest
               thereon will be deducted from the amount of otherwise
               distributable benefits and the Participant's promissory note will
               be distributed to the Participant."

         IN WITNESS WHEREOF, the Company, on its behalf and on behalf of each
Participating Employer which has adopted this amendment to the Plan and
authorized the Board of Directors of the Company to act on its behalf, has
caused this instrument to be executed as of the ____ day of September, 1997.


GAYLORD ENTERTAINMENT COMPANY



By:
    --------------------------------------
    Terry E. London
    President and Chief Executive Officer





                                        2






<PAGE>   1
                                                                     Exhibit 23


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of Gaylord Entertainment
Company of our reports dated April 4, 1997 relating to the consolidated
financial statements of Gaylord Entertainment Company (formerly known as New
Gaylord Entertainment Company) included in its information statement on Form 
10, as amended by Amendment No. 3, and to all references to our Firm included
in this registration statement.


                                                       ARTHUR ANDERSEN LLP


Nashville, Tennessee
September 26, 1997