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Retirement Savings and Investment Plan - Washington Mutual Inc.

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                             WASHINGTON MUTUAL, INC.

                     RETIREMENT SAVINGS AND INVESTMENT PLAN

















                Amended and Restated Effective September 30, 1998



<PAGE>

                             WASHINGTON MUTUAL, INC.
                     RETIREMENT SAVINGS AND INVESTMENT PLAN

               (Amended and Restated Effective September 30, 1998)

                               Table of Contents

                                                                       Page


ARTICLE I. NATURE OF PLAN....................................................

   1.1      Purpose..........................................................
   1.2      Effective Date of Plan...........................................

ARTICLE II. DEFINITIONS AND CONSTRUCTION.....................................

   2.1      Accounts.........................................................
   2.2      Accrued Benefit..................................................
   2.3      Actual Deferral Percentage.......................................
   2.4      Actual Matching Percentage.......................................
   2.4A     Allocation Date..................................................
   2.5      Administration Committee or Committee............................
   2.6      Allocation Period................................................
   2.7      Alternate Payee..................................................
   2.8      Annual Addition..................................................
   2.9      Beneficiary......................................................
   2.10     Break in Service.................................................
   2.11     Code.............................................................
   2.12     Company..........................................................
   2.13     Compensation.....................................................
   2.14     Considered Compensation..........................................
   2.15     Deferral Limitation..............................................
   2.16     Determination Year...............................................
   2.17     Disabled or Disability...........................................
   2.18     Early Retirement Age.............................................
   2.19     Eligibility Computation Period...................................
   2.20     Eligibility Service..............................................
   2.21     Eligible Employee................................................
   2.22     Employee.........................................................
   2.23     Employee Contribution............................................
   2.24     Employer.........................................................
   2.25     Employment Commencement Date.....................................
   2.26     Employer Contribution............................................
   2.27     ERISA............................................................
   2.28     Fiscal Year......................................................
   2.29     Forfeiture.......................................................
   2.30     Former Participant...............................................
   2.31     Highly Compensated Employee......................................
   2.32     Hour of Service..................................................
   2.33     Leave of Absence.................................................
   2.34     Limitation Year..................................................
   2.35     Matching Contribution............................................
   2.36     Nonelective Contribution.........................................
   2.37     Normal Retirement Age............................................
   2.38     Parental Absence.................................................
   2.39     Participant......................................................
   2.40     Plan.............................................................
   2.41     Plan Entry Date..................................................
   2.42     Plan Year........................................................
   2.43     Profit Sharing Contribution......................................
   2.44     Qualified Domestic Relations Order...............................
   2.45     Qualified Employer Contributions.................................
   2.46     Re-Employed Employee.............................................
   2.47     Related Employer.................................................
   2.48     Related Plan.....................................................
   2.49     Required Commencement Date.......................................
   2.50     Rollover Contribution............................................
   2.51     Salary Deferral Contribution.....................................
   2.52     Service..........................................................
   2.53     Trust............................................................
   2.54     Trust Agreement..................................................
   2.55     Trustee..........................................................
   2.56     Valuation Date...................................................
   2.57     Vested Accrued Benefit...........................................
   2.58     Vesting Service..................................................

ARTICLE III. ELIGIBILITY AND PARTICIPATION...................................

   3.1      Eligibility......................................................
   3.2      Eligibility Service..............................................
   3.3      Participation - Re-Employed Employees............................
   3.4      Notice of Participation..........................................
   3.5      Rollover Contributions...........................................

ARTICLE IV. EMPLOYER CONTRIBUTIONS...........................................

   4.1      Employer Contributions...........................................
   4.2      Employer Contribution Limitation.................................
   4.3      Determination of Contribution....................................
   4.4      Time and Method of Payment of Contributions......................
   4.5      Limitations on Matching Contribution.............................
   4.6      Return of Employer Contributions.................................

ARTICLE V. PARTICIPANT CONTRIBUTIONS AND ROLLOVERS...........................

   5.1      Participant Election to Defer Considered Compensation............
   5.2      Limitation on Salary Deferral Contributions for Highly
             Compensated Employees...........................................
   5.3      Distribution of Excess Deferrals.................................
   5.4      Rollover Contributions and Trust Transfers.......................
   5.5      Employee Contributions...........................................

ARTICLE VI. ALLOCATIONS......................................................

   6.1      Participant's Accounts...........................................
   6.2      Charging of Payments and Distributions...........................
   6.3      Allocation of Earnings to Accounts...............................
   6.4      Allocation of Contributions......................................
   6.5      Participants to Whom Nonelective Contributions Shall be Allocated
   6.6      Dates Contributions Considered Made..............................
   6.7      Allocation Does Not Create Rights................................
   6.8      Equitable Allocations............................................
   6.9      Limitation on Annual Additions...................................
   6.10     Special 410(b) Allocation........................................
   6.11     Special Valuation................................................

ARTICLE VII. TERMINATION OF SERVICE - PARTICIPANT VESTING....................

   7.1      Normal Retirement................................................
   7.2      Early Retirement.................................................
   7.3      Disability.......................................................
   7.4      Death............................................................
   7.5      Termination of Service Prior to Normal Retirement Age............
   7.6      Years of Vesting Service.........................................
   7.7      Forfeiture Occurs and Restoration of Non-Vested Accrued Benefit..
   7.8      Termination, Partial Termination, or Complete Discontinuance
             of Employer Contributions.......................................

ARTICLE VIII. TIME AND METHOD OF PAYMENT OF BENEFITS.........................

   8.1      Time of Payment..................................................
   8.2      Method of Payment................................................
   8.3      Deferral of Payments.............................................
   8.4      Involuntary and Voluntary Payments...............................
   8.5      Qualified Domestic Relations Orders..............................
   8.6      Payment in the Event of Legal Disability.........................
   8.7      Accounts Charged.................................................
   8.8      Payments Only from Trust.........................................
   8.9      Unclaimed Account Procedure......................................
   8.10     Restrictions on Distributions....................................
   8.11     Securities Law Restrictions......................................

ARTICLE IX. IN-SERVICE WITHDRAWALS...........................................

   9.1      In-Service Withdrawal From Accounts..............................
   9.2      Hardship Withdrawals.............................................
   9.3      Employee Contributions...........................................
   9.4      Pre-1987 Matching Contributions..................................
   9.5      Age 59 1/2.......................................................
   9.6      IBM/ISSC Transaction.............................................
   9.7      Loans Relating to Merged Plans...................................

ARTICLE X. TOP HEAVY PLAN PROVISIONS.........................................

   10.1     Top Heavy Rules Applied..........................................
   10.2     Additional Definitions...........................................
   10.3     Additional Limitation - Defined Benefit Plan.....................
   10.4     Minimum Benefit..................................................
   10.5     Termination of Service Prior to Normal Retirement Age............

ARTICLE XI. EMPLOYER ADMINISTRATIVE PROVISIONS...............................

   11.1     Information......................................................
   11.2     No Liability.....................................................
   11.3     Employer Action..................................................
   11.4     Indemnity........................................................
   11.5     Amendment to Vesting Schedule....................................

ARTICLE XII. ADMINISTRATION COMMITTEE........................................

   12.1     Appointment......................................................
   12.2     Term.............................................................
   12.3     Compensation.....................................................
   12.4     Powers of the Administration Committee...........................
   12.5     Investment Powers................................................
   12.6     Manner of Action.................................................
   12.7     Authorized Representative........................................
   12.8     Exclusive Benefit................................................
   12.9     Interested Member................................................
   12.10    Funding Policy...................................................
   12.11    Books and Records................................................

ARTICLE XIII. PARTICIPANT ADMINISTRATIVE PROVISIONS..........................

   13.1     Beneficiary Designation..........................................
   13.2     No Beneficiary Designation.......................................
   13.3     Personal Data to Administration Committee........................
   13.4     Address for Notification.........................................
   13.5     Place of Payment and Proof of Continued Eligibility..............
   13.6     Alienation.......................................................
   13.7     Litigation Against the Trust.....................................
   13.8     Information Available............................................
   13.9     Beneficiary's Right to Information...............................
   13.10    Claims Procedure.................................................
   13.11    Appeal Procedure for Denial of Benefits..........................
   13.12    No Rights Implied................................................

ARTICLE XIV. FIDUCIARY DUTIES................................................

   14.1     Fiduciaries......................................................
   14.2     Allocation of Responsibilities...................................
   14.3     Procedures for Delegation and Allocation of Responsibilities.....
   14.4     Allocation of Fiduciary Liability................................

ARTICLE XV. DISCONTINUANCE AMENDMENT AND TERMINATION.........................

   15.1     Discontinuance...................................................
   15.2     Amendment........................................................
   15.3     Termination......................................................
   15.4     Amendment Procedures.............................................
   15.5     Procedure on Termination.........................................
   15.6     Merger...........................................................
   15.7     Notice of Change in Terms........................................

ARTICLE XVI. THE TRUST.......................................................

   16.1     Purpose of the Trust.............................................
   16.2     Appointment of Trustee...........................................
   16.3     Exclusive Benefit of Participants................................
   16.4     Benefits Supported Only By the Trust.............................
   16.5     Rights to Trust Assets...........................................

ARTICLE XVII. MISCELLANEOUS..................................................

   17.1     Execution of Receipts and Releases...............................
   17.2     No Guarantee of Interests........................................
   17.3     Payment of Expenses..............................................
   17.4     Employer Records.................................................
   17.5     Interpretations and Adjustments..................................
   17.6     Uniform Rules....................................................
   17.7     Evidence.........................................................
   17.8     Severability.....................................................
   17.9     Notice...........................................................
   17.10    Waiver of Notice.................................................
   17.11    Successors.......................................................
   17.12    Headings.........................................................
   17.13    Governing Law....................................................

ARTICLE XVIII. EMPLOYER PARTICIPATION........................................

   18.1     Adoption by Employer.............................................
   18.2     Withdrawal by Employer...........................................
   18.3     Adoption Contingent Upon Initial and Continued Qualification.....
   18.4     No Joint Venture Implied.........................................

APPENDIX A ACQUIRED PARTICIPANT LOANS........................................

<PAGE>




                             WASHINGTON MUTUAL, INC.
                     RETIREMENT SAVINGS AND INVESTMENT PLAN

               (Amended and Restated Effective September 30, 1998)

                                    PREAMBLE

     Washington  Mutual  Savings Bank,  predecessor  to Washington  Mutual Bank,
established the Washington  Mutual Savings Bank Employee  Incentive Savings Plan
(the "Plan")  effective  July 1, 1973.  The Plan was amended and restated in its
entirety effective January 1, 1976 and again on July 1, 1981.  Effective January
1, 1985, the Plan was amended and restated in its entirety to consolidate  prior
amendments  and to comply  with the  requirements  of the Tax  Equity and Fiscal
Responsibility Act of 1982, the Deficit Reduction Act of 1984 and the Retirement
Equity Act of 1984.  The Plan was again  amended and restated on January 1, 1987
to consolidate amendments and to make certain other changes.

     On June 24,  1991,  effective  January 1, 1987,  the Plan was  amended  and
restated and renamed as the Washington  Mutual Savings Bank  Retirement  Savings
and  Investment  Plan.  The restated  Plan was amended to  incorporate a cash or
deferred  arrangement  described in section 401(k) of the Internal  Revenue Code
and to comply with the  requirements  of the Tax Reform Act of 1986, the Revenue
Act of 1987,  the Technical and  Miscellaneous  Revenue Act of 1988, the Omnibus
Budget  Reconciliation Act of 1989, and the Omnibus Budget Reconciliation Act of
1990. The Plan was amended from time to time since such restatement.

     Effective  January 1, 1994,  the Plan was again  amended  and  restated  to
reflect Washington  Mutual,  Inc. as the Plan sponsor and to comply with certain
statutory changes.

     Due  to  corporate  mergers  and  acquisitions   engaged  in  by  Employers
hereunder,  the Plan has from time to time been  merged  with the  tax-qualified
defined contribution plans formerly sponsored by certain entities.  As described
in the  definition  of the term  "Service,"  credit  for  service  with  certain
acquired or merged  entities has been extended  under the Plan to employees that
have become Participants.

     In consideration of the foregoing,  the Plan is hereby amended and restated
as follows, to be generally effective as of the dates recited above:

                                   ARTICLE I.
                                 NATURE OF PLAN

     1.1 Purpose.

     The Company  established  and  maintains  the Plan in order to aid Eligible
Employees to accumulate  capital for their retirement.  The Company intends that
the Plan continue to be qualified  under section 401(a) of the Code, with a cash
or deferred  arrangement

<PAGE>

qualified under section 401(k) of the Code and a trust
exempt  from  taxation  under  section  501(a)  of  the  Code.  Pursuant  to the
requirements  of section  401(a)(27) of the Code,  the Company also intends that
the Plan be a profit-sharing plan.

     1.2 Effective Date of Plan.

     The  provisions  of this  Plan  (as  herein  amended  and  restated)  shall
generally apply only to an Employee,  former  Employee,  Participant,  or Former
Participant whose Service with the Employer terminates on or after September 30,
1998,  and as otherwise  provided  herein.  The rights of any  Employee,  former
Employee,  Participant  or Former  Participant  whose  Service with the Employer
terminated before September 29, 1998, and as otherwise provided herein, shall be
governed by the Plan as it existed prior to this amendment and restatement.

------------------------------
End of Article

<PAGE>


                                   ARTICLE II.

                          DEFINITIONS AND CONSTRUCTION

     For the purpose of this Plan, the following  definitions shall apply unless
the context requires  otherwise.  Words used in the masculine gender shall apply
to the  feminine,  where  applicable,  and  wherever  the  context  of the  Plan
dictates,  the plural  shall be read as the  singular  and the  singular  as the
plural.  The words "Article" or "Section" in this Plan shall refer to an Article
or Section of this Plan unless specifically  stated otherwise.  Compounds of the
word  "here,"  such as "herein"  and  "hereof"  shall be  construed  to refer to
another  provision of this Plan,  unless otherwise  specified or required by the
context.  It is the intention of the Employer  that the Plan be qualified  under
the  provisions  of the Code and  ERISA  and  that all its  provisions  shall be
construed to that result.

     In  determining  the time within  which an event or action is to take place
for purposes of the Plan, no fraction of a day shall be considered, and any act,
the  performance  of which  would fall on a Saturday,  Sunday,  holiday or other
non-business day, may be performed on the next following business day.

     2.1 Accounts.

     Separate accounts maintained to record the Accrued Benefits of Participants
under the Plan,  which include the following or any others that are  established
by the Administration Committee or the Trustee:

     (a)  Employee  Contribution  Account.  Consists of the balance of voluntary
after tax  contributions  formerly  permitted under the Plan and Salary Deferral
Contributions, if any, recharacterized as Employee Contributions pursuant to the
Section  5.2,  and the income,  gain,  and losses  allocated  thereto,  and less
distributions made therefrom.

     (b) Matching Account.  Includes Matching Contributions made by the Employer
pursuant to Section 4.1(b) and allocated to the Participant  pursuant to Section
6.4(c),   and  the  income,   gain,  and  losses  allocated   thereto  and  less
distributions made therefrom.

     (c) Profit Sharing Account.  Includes Profit Sharing  Contributions made by
the  Employer  pursuant  to Section  4.1(c)  and  allocated  to the  Participant
pursuant to Section 6.4(d), together with the income, gain, and losses allocated
thereto and less distributions made therefrom.

     (d) Rollover Account. Includes Rollover Contributions made by a Participant
or Employee in accordance  with Section 5.4 of the Plan,  and the income,  gain,
and losses allocated thereto, and less distributions made therefrom.

     (e)  Salary  Deferral  Account.  Includes  the sum of (i)  Salary  Deferral
Contributions  made by the  Employer  in  accordance  with  Section  4.1(a)  and
allocated to the Participant  pursuant to Section 6.4(b) , and (ii)  Nonelective
Contributions  made by the Employer  pursuant to Section 4.1(d) and allocated to
the Participant pursuant to Section 6.4(e),  together with the income, gain, and
losses allocated thereto and less distributions therefrom.
<PAGE>

     2.2 Accrued Benefit.

     The amount allocated to a Participant's Accounts as of any date.

     2.3 Actual Deferral Percentage.

     For a  specified  group of  Eligible  Employees  (who  have  satisfied  the
eligibility  requirements of Article III) the average  (arithmetic  mean) of the
ratios  (calculated  separately for each Eligible  Employee in such group to the
nearest .01%) of: (i) the amount of all Salary Deferral  Contributions  actually
contributed  to the Trust on behalf of such Employee and allocated to his Salary
Deferral   Account  for  such  Plan  Year,  and  such  Matching   Contributions,
Nonelective  Contributions,  and Profit Sharing Contributions,  if any, for such
Plan  Year,   as  may   qualify  for   aggregation   hereunder   under   section
401(k)(3)(D)(ii)  of the  Code,  that may be  designated  by the  Administration
Committee  under this Section as  includible in this  computation  for this Plan
Year, to (ii) the Considered  Compensation of the Employee during the Plan Year,
such average of ratios being multiplied by 100.

     (a) To the extent that the Administration Committee elects, pursuant to the
above paragraph, to take Matching Contributions,  Nonelective Contributions,  or
Profit  Sharing  Contributions  (that meet the  requirements  of the  applicable
Treasury  Regulations) into account in computing the Actual Deferral Percentage,
the Actual  Matching  Percentage  tests under Section 4.5 must still be computed
and  satisfied  separately,  and in doing so the Employer  shall  disregard  the
Matching   Contributions,   Nonelective   Contributions,   or   Profit   Sharing
Contributions  used in computing the Actual  Deferral  Percentage  for such Plan
Year.

     (b) For purposes of this  Section,  the ratio  calculated  for any Eligible
Employee  who is a Highly  Compensated  Employee  for the  Plan  Year and who is
eligible to have Salary  Deferral  Contributions  allocated to his account under
two or more plans or  arrangements  described in section 401(k) of the Code that
are  maintained by an Employer or a Related  Employer  shall be determined as if
all such contributions  were made under a single  arrangement.  Further,  in the
event that this Plan satisfies the requirements of sections  401(a)(4) or 410(b)
(other than section 410(b)(2)(A)(ii)) of the Code only if aggregated with one or
more other  plans,  or if one or more other plans  satisfy the  requirements  of
sections 401(a)(4) or 410(b) (other than section  410(b)(2)(A)(ii))  of the Code
only if  aggregated  with this Plan,  the Actual  Deferral  Percentage  shall be
determined by  calculating  the ratio for each Eligible  Employee as if all such
plans  were a single  plan.  Moreover,  if two or more  plans  are  permissively
aggregated for purposes of section 401(k) of the Code, the aggregated plans must
also  satisfy  sections  401(a)(4)  and 410(b) of the Code as though they were a
single plan.

     2.4 Actual Matching Percentage.

     For a  specified  group of  Eligible  Employees  (who  have  satisfied  the
eligibility  requirements of Article III) the average  (arithmetic  mean) of the
ratios  (calculated  separately for each Eligible  Employee in such group to the
nearest  .01%)  of:  (i)  the sum of all  Matching  Contributions  and  Employee
Contributions  actually  contributed to the Trust on behalf of such Employee and
allocated to his Matching Account or Employee Contribution Account for such Plan
Year,  and, in accordance  with  applicable  Treasury  Regulations,  such Salary
Deferral   Contributions,   Nonelective   Contributions,   or   Profit   Sharing
Contributions if any, as may be designated by the Administration Committee under
this Section as includible in this  computation  for this Plan Year, to (ii) the
Considered  Compensation  of the Employee  during the Plan Year, such average of
ratios being multiplied by 100.
<PAGE>

     (a) To the extent that the Administration Committee elects, pursuant to the
above   paragraph,   to  take   Salary   Deferral   Contributions,   Nonelective
Contributions,  or Profit  Sharing  Contributions  into account in computing the
Actual Matching  Percentage for such Plan Year, the Actual  Deferral  Percentage
tests under Section 5.2 must still be computed and satisfied separately,  and in
doing  so,  the  Employer  shall  disregard   Salary   Deferral   Contributions,
Nonelective  Contributions,  and Profit Sharing  Contributions used in computing
the Actual Matching Percentage for such Plan Year.

     (b) For purposes of this  Section,  the ratio  calculated  for any Eligible
Employee  who is a Highly  Compensated  Employee  for the  Plan  Year and who is
eligible to have Matching Contributions or Employee  Contributions  allocated to
his account under two or more plans or arrangements  described in section 401(a)
of the Code that are  maintained by an Employer or a Related  Employer  shall be
determined as if all such  contributions  were made under a single  arrangement.
Further,  in the event that this Plan  satisfies  the  requirements  of sections
401(a)(4) or 410(b)  (other than section  410(b)(2)(A)(ii))  of the Code only if
aggregated  with one or more other plans,  or if one or more other plans satisfy
the   requirements   of  sections   401(a)(4)  or  410(b)  (other  than  section
410(b)(2)(A)(ii))  of the Code only if  aggregated  with this  Plan,  the Actual
Matching  Percentage  shall be  determined  by  calculating  the  ratio for each
Eligible Employee as if all such plans were a single plan.  Moreover,  if two or
more plans are  permissively  aggregated  for purposes of section  401(m) of the
Code, the aggregated  plans must also satisfy  sections  401(a)(4) and 410(b) of
the Code as though they were a single plan.

     2.4A Allocation Date.

     The last day of each pay period.

     2.5 Administration Committee or Committee.

     The  committee   specified  under  Section  12.1,  as  from  time  to  time
constituted,  to be the  administrator of the Plan within the meaning of section
3(16)(A) of ERISA.  If a Committee is not  appointed,  the Company  shall be the
Committee.

     2.6 Allocation Period.

     The period between Valuation Dates.

     2.7 Alternate Payee.

     Any spouse,  former spouse,  child, or other dependent of a Participant who
is  recognized  by a  Qualified  Domestic  Relations  Order as having a right to
receive all, or a portion of, the benefits  payable  under the Plan with respect
to such Participant.

     2.8 Annual Addition.

     The sum of the following  additions to a  Participant's  Accounts or to any
Related Plan for the Limitation Year:

     (a) Employer contributions,

     (b) Employee contributions, and

     (c) Forfeitures, plus

<PAGE>

     (d)  contributions  during the Limitation  Year allocated to any individual
medical benefit account (within the meaning of sections 415(l) and 419A(d)(2) of
the Code) that is established for the Participant.

     For purposes of this Section,  Employer and Employee contributions shall be
determined without regard to any Rollover Contributions.

     2.9 Beneficiary.

     Any person or fiduciary  designated by a  Participant  who is or may become
entitled to a benefit  under the Plan  following  the death of the  Participant;
provided,  that  in  the  case  of  a  married  Participant,  the  Participant's
Beneficiary shall be the Participant's surviving spouse unless the Participant's
spouse  (i)  consents  in  writing  to  the  designation  of  another  party  as
Beneficiary of all or a part of the benefit to which the  Participant may become
entitled under the Plan, (ii) such election  designates a Beneficiary (or a form
of benefits) which may not be changed without spousal consent (or the consent of
the  spouse  expressly  permits  designations  by the  Participant  without  any
requirement of further spousal consent), (iii) the spouse's consent acknowledges
the effect of such  election,  and (iv) such  consent is  witnessed  by a notary
public or a member of the Administration  Committee.  Such spousal consent shall
not be required if it is established to the  satisfaction of the  Administration
Committee  that such  consent  cannot be obtained  because the spouse  cannot be
located or because of such other  circumstances as the Secretary of the Treasury
may  prescribe  by  regulations.  Any  consent  by a spouse  hereunder  shall be
effective only with respect to that spouse.

     2.10 Break in Service.

     A Plan Year during which an Employee or Participant  does not complete more
than 500 Hours of Service, determined as of the end of the Plan Year.

     2.11 Code.

     The Internal Revenue Code of 1986, as amended.

     2.12  Company.

     Washington Mutual Savings Bank until November 30, 1994;  Washington Mutual,
Inc., beginning November 30, 1994, and its successors and assigns.

     2.13 Compensation.

     For purposes of determining the identity of Highly  Compensated  Employees,
the limitation on Annual Additions,  the Actual Deferral Percentage,  the Actual
Matching  Percentage and the Top Heavy Plan provisions,  a Participant's  wages,
salaries,  fees for professional  services,  and other amounts received (without
regard  to  whether  or not an amount  is paid in cash)  for  personal  services
actually rendered in the course of employment with an Employer as an Employee to
the  extent  that  the  amounts  are  includible  in  gross  income,   including
commissions,  production  incentive  compensation  and  bonuses,  but  shall not
include severance pay, moving expenses, long-term disability insurance payments,
nonqualified  deferred  compensation,  compensatory  time and any  other  fringe
benefits  or  amounts  attributable  to any other  employee  benefit  plan,  and
excluding the following:

     (a) Employer contributions to a plan of deferred compensation to the extent
contributions  are not  included  in gross  income  of the  Participant  for the
taxable  year  in  which  contributed,  or on  behalf  of the  Participant  to a
simplified employee pension plan to the extent such contributions are deductible
under the  Code,  and any  distributions  from a plan of  deferred  compensation
whether  or  not  includible  in  the  gross  income  of  the  Participant  when
distributed
<PAGE>

(except for amounts  received  from an unfunded,  nonqualified  plan in the year
such amounts are includible in the Employee's gross income);

     (b) for  purposes of the  limitations  on Annual  Additions  only,  amounts
realized from the exercise of a nonqualified  stock option,  or when  restricted
stock (or property) held by the Participant becomes freely transferable or is no
longer subject to a substantial risk of forfeiture;

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

     (d) other amounts that receive special tax benefits,  or contributions made
by the Employer (whether or not under a salary reduction  agreement) towards the
purchase of a 403(b)  annuity  contract  (whether or not the  contributions  are
excludable from the gross income of the Participant).

     For  purposes  of the  limitation  on Annual  Additions,  Compensation,  as
defined  above,  taken into account for a Limitation  Year, is the  Compensation
actually paid or made available to the Participant  during such year, as well as
amounts not included in taxable income by reason of sections 125 or 402(e)(3) of
the Code.  For the purposes of  determining  the identity of Highly  Compensated
Employees,  the Actual Deferral  Percentage,  the Actual Matching Percentage and
the Top Heavy Plan  provisions,  Compensation  shall also  include  any  amounts
excluded  from  gross  income of an  Employee  under  sections  125,  402(e)(3),
402(h)(1)(B),  or 403(b) of the Code.  Effective for Plan Years beginning before
January  1,  1994,  Compensation  for all  purposes  in excess of  $200,000  (as
adjusted  at the same time and the same  manner as under  section  415(d) of the
Code)  shall be  disregarded.  Effective  for Plan Years  beginning  on or after
January 1, 1994,  Compensation for all purposes in excess of $150,000  (adjusted
as provided in section 401(a)(17)(B) of the Code) shall be disregarded.

     2.14 Considered Compensation.

     For purposes of making contributions and allocations hereunder, "Considered
Compensation" shall mean Compensation, subject to the following adjustments:

     (a) Amounts  contributed  by the  Employer  pursuant to a salary  reduction
agreement that are not includible in gross income of the Employee under sections
125, 402(e)(3), 402(h) or 403(b) of the Code shall be added.

     (b) Only  amounts  actually  paid an  Employee  during  the  period he is a
Participant for services performed as an Eligible Employee shall be included.

     (c)  Amounts  reimbursed  by the  Employer  for  relocation  expenses of an
Employee shall be excluded.

     2.15 Deferral Limitation.

     The $7,000 limitation  specified in section 402(g) of the Code,  subject to
cost of living adjustments,  that applies to salary reduction elections for each
<PAGE>

calendar  year.  The Deferral  Limitation  for 1994 is $9,240,  $8,994 for 1993,
$8,728 for 1992, $8,475 for 1991, $7,979 for 1990, and $7,627 for 1989.

     2.16 Determination Year.

     The Plan Year for which a  determination  is being  made of who is a Highly
Compensated Employee.

     2.17 Disabled or Disability.

     A Participant  is Disabled when the Committee  determines,  in its sole and
absolute  discretion,  that the  Participant  has become totally and permanently
disabled and unable to perform his usual duties for the Employer,  as determined
by a medical examiner  satisfactory to the Committee.  The Committee may instead
rely on the determination of Disability by the Social Security Administration.

     2.18 Early Retirement Age.

     Attainment of age 55.

     2.19 Eligibility Computation Period.

     The twelve-month  period beginning with an Eligible  Employee's  Employment
Commencement Date, and each anniversary thereof.

     2.20 Eligibility Service.

     The  period  of  Service  of an  Employee  which is used to  determine  the
Employee's eligibility to participate herein,  determined in accordance with the
provisions of Section 3.2.

     2.21 Eligible Employee.

     Any Employee of the Employer who is not covered by a collective  bargaining
agreement;  except that an Employer may  designate any other  classification  of
Employees  as  eligible  to  participate  in this Plan in  connection  with such
Employer's  adoption  of this  Plan  pursuant  to the terms of  Article  XVIII .
Effective  January 1, 1987,  individuals who are both Employees and are employed
by an  entity  that is not an  Employer  or a Related  Employer  and who are not
directly  compensated  by an  Employer  shall not be Eligible  Employees  (e.g.,
Employees of Murphey  Favre,  Inc.  who are also  employed by and located in any
office of First Federal  Savings Bank of Idaho or Dollar Dry Dock Saving Bank of
New York).

     2.22 Employee.

     An employee of an Employer. In addition, the term "Employee" shall mean any
leased  employee  (within  the  meaning of section  414(n)(2)  of the Code) that
section  414(n) of the Code  requires the Employer to treat as an employee,  but
only to the extent coverage of such leased employee is necessary to maintain the
qualification  of the Plan.  However,  a person who is a  nonresident  alien who
receives no earned income  (within the meaning of section  911(d)(2) of the Code
from the Employer which constitutes income from sources within the United States
(within the meaning of section 861(a)(3) of the Code) shall not be considered an
Employee.

     2.23 Employee Contribution.

     The balance,  if any, of Salary Deferral  Contributions  recharacterized as
Employee  Contributions and allocated to a Participant's  Employee  Contribution
Account pursuant to the provisions of Section 5.2.

     2.24 Employer.

     The  Company,   Washington  Mutual  Bank,   Washington  Mutual  Bank,  FSB,
Washington  Mutual Bank, FA,  Washington  Mutual  Insurance  Services,  WM Funds
Distributors,  Inc., Aristar  Management,  Inc., WM Advisors,  Inc.,  California
Reconveyance  Co.,
<PAGE>

WM Fund Services,  Inc., WM Financial  Services,  Inc. WM Shareholder  Services,
Inc., and any Related  Employer which has adopted the Plan pursuant to the terms
of Article XVIII.

     2.25 Employment Commencement Date.

     The date on which an  Employee  first  performs  an Hour of Service for the
Employer.

     2.26 Employer Contribution.

     A  contribution  made by the Employer  pursuant to Section 4.1,  other than
Salary Deferral Contributions.

     2.27 ERISA.

     The Employee Retirement Income Security Act of 1974, as amended.

     2.28 Fiscal Year.

     The fiscal year of the Employer.

     2.29 Forfeiture.

     As to a  Participant,  the amount  that is not part of his  Vested  Accrued
Benefit upon his  termination  of Service,  determined  pursuant to Section 7.5.
Forfeitures with respect to a Plan Year is the aggregate of each such Forfeiture
that occurs during a Plan Year, as provided in Section 7.7(a).

     2.30 Former Participant.

     Any  individual,  other  than  a  Re-Employed  Employee,  who  has  been  a
Participant,  but who has terminated  Service,  and who has not yet received the
entire benefit to which he is entitled under the Plan.

     2.31 Highly Compensated Employee.

     An Employee,  a former  Employee who  separated  from Service  prior to the
Determination year and who was a Highly Compensated Employee for either (i) such
former Employee's year of separation from Service or (ii) any Determination Year
ending on or after the  Member's  55th  birthday,  or an  employee  of a Related
Employer,  who: (1) during the Plan Year for which Sections 4.5 or 5.2 are being
applied,  or the  preceding  year,  was at any time a 5% owner  (as  defined  in
section  416(i)(1) of the Code),  or (2) during the preceding Plan Year received
Compensation  in excess of $80,000  (as indexed at the same time and in the same
manner as under section 415(d) of the Code).

     2.32 Hour of Service.

     (a) Each hour for which the Employee or Participant  is either  directly or
indirectly paid or entitled to payment by an Employer or a Related  Employer for
the performance of duties or for reasons (such as vacation,  holiday,  sickness,
incapacity,  layoff,  jury duty,  military duty, or leave of absence) other than
for  the  performance  of  duties   (irrespective   of  whether  the  employment
relationship has terminated),  and each hour for which back pay, irrespective of
mitigation of damages, has been awarded to the Employee or Participant or agreed
to by an Employer.  The number of Hours of Service to be credited to an Employee
or  Participant  because of his being entitled to payment for reasons other than
for the  performance  of duties shall be determined  in accordance  with section
2530.200b-2(b)  of the  Department  of Labor  Regulations.  Notwithstanding  the
preceding sentence,  not more than 501 Hours of Service shall be credited to any
Employee or Participant during any computation period for any single, continuous
period during which the Employee or Participant performs no duties. In addition,
an hour of service performed for a Related Employer during the time that (i) the
Related  Employer  is a Related
<PAGE>

Employer and (ii) any other Related Employer  maintains or adopts the Plan, that
if  performed  for an Employer  would be an Hour of  Service,  and any hour with
respect to such a Related  Employer  that would be an Hour of Service if it were
creditable  pursuant  to this  Section  with  respect  to an  Employer  shall be
considered an Hour of Service performed for the Employer.

     (b) The Administration Committee shall credit Hours of Service with respect
to any Employee or Participant in the following manner:

     (1)  Hours of  Service  for  which an  Employee  or  Participant  is either
directly  or  indirectly  paid or  entitled  to payment by an  Employer  for the
performance  of duties shall be credited for the Plan Year in which the Employee
performs the duties.

     (2)  Hours of  Service  for  which an  Employee  or  Participant  is either
directly or  indirectly  paid or entitled to payment by an Employer  for reasons
(such as vacation,  holiday, sickness,  incapacity,  layoff, jury duty, military
duty,  or leave of absence)  other than for the  performance  of duties shall be
credited as follows:

     (A) If payment  for such Hours of  Service  is  calculated  on the basis of
units of time (such as hours,  days,  weeks,  or months),  such Hours of Service
shall be credited to the Plan Year(s) in which the period during which no duties
are performed occurs, beginning with the first unit of time to which the payment
relates.


     (B) If payment for such Hours of Service is not  calculated on the basis of
units of time, such Hours of Service shall be credited to the Plan Year in which
the period during which no duties are performed occurs, or, if the period during
which no duties  are  performed  extends  beyond  one Plan  Year,  such Hours of
Service shall be allocated between not more than the first two Plan Years on any
reasonable basis which is consistently applied.


     (3) Hours of Service for which back pay has been  awarded to an Employee or
Participant  or agreed to by an Employer  shall be credited for the Plan Year(s)
in which the award or the  agreement  pertains  rather than for the Plan Year in
which the award, agreement, or payment is made.

     (c) The Committee  shall  determine  Hours of Service from records of hours
worked  and hours for which  payment  is made or due  according  to each Hour of
Service  actually  completed by an Employee.  However,  in the event that actual
Hours of Service cannot be determined from the Employer's records,  the Employee
shall be credited  with Hours of Service  pursuant  to the  elapsed  time method
specified in Treasury Regulation ss.1.410(a)-7.

     (d) Solely for purposes of  determining  whether an Employee or Participant
has incurred a Break in Service  under  Section 3.2, an Employee or  Participant
shall be  credited  with eight  hours for each day (to a maximum of 40 hours per
week) that the Employee or Participant is on any unpaid Leave of Absence.  In no
event shall hours credited  under the preceding  sentence be counted as Hours of
Service for purposes of computing a Participant's Vested Accrued Benefit derived
from Employer Contributions or for purposes of determining
<PAGE>

whether  a  Participant  is  eligible  to share in the  allocation  of  Employer
Contributions  under  Article VI. In addition,  an Employee or  Participant  who
incurs a Parental  Absence shall be treated as an Employee or  Participant on an
unpaid  Leave of Absence for purposes of the first  sentence of this  paragraph;
provided,  however, that Hours of Service credited to an Employee or Participant
as a result of a Parental  Absence  shall be  credited  only in the Plan Year in
which such Parental Absence  commences unless such Employee or Participant would
not have  incurred  a Break in  Service  during  such  Plan Year  without  being
credited  with Hours of Service for such  Parental  Absence,  in which case such
Hours of Service shall be credited for the Plan Year  immediately  following the
Plan Year in which the Parental  Absence  commences.  The Hours of Service to be
credited in connection with such Parental  Absence shall be the Hours of Service
that otherwise  would normally have been credited to the Employee or Participant
but for such  absence or, in any case in which the  Administration  Committee is
unable to determine the number of Hours of Service that would otherwise normally
have been credited to such Employee or  Participant,  eight Hours of Service per
day of absence,  provided  that the total number of hours so treated as Hours of
Service  for any  period  of  Parental  Absence  shall not  exceed  501 Hours of
Service.

     2.33 Leave of Absence.

     Any  period  of  absence  from  the  active   employment   of  an  Employer
specifically  granted to the  Employee in writing in  accordance  with a uniform
policy,  consistently  applied,  or military service under circumstance in which
the Employee has reemployment rights under Federal law, subject to the following
conditions:

     (a) Absence  from the active  Service of the Employer by reason of Leave of
Absence  granted by the  Employer  because of  accident,  illness,  or  military
service  or for any  other  reason  granted  by the  Employer  on the basis of a
uniform policy applied without  discrimination  will not terminate an Employee's
Service,  provided  he returns to the active  employment  of the  Employer at or
prior to the expiration of his leave, or, if not specified  therein,  within the
period  of time  which  accords  with the  Employer's  policy  with  respect  to
permitted absences.

     (b) Absence from the active  Service of the Employer  because of engagement
in military  service under  circumstances in which the Employee has reemployment
rights under  Federal law will be  considered a Leave of Absence  granted by the
Employer and will not  terminate the Service of an Employee if he returns to the
active  employment  of the Employer  within 90 days from and after  discharge or
separation from such  engagement or, if later,  within the period of time during
which he has re-employment rights under any applicable Federal law.

     (c) If any such Employee who is on Leave of Absence  pursuant to paragraphs
(a) or (b) above  does not return to the active  Service of the  Employer  at or
prior to the expiration of his Leave of Absence,  his Service will be considered
terminated  as of the  date on  which  his  Leave of  Absence  began;  provided,
however, that if such Employee is prevented from his timely return to the active
employment of the Employer because of his permanent  disability or his death, he
shall be  treated  under  the Plan as  though  he  returned  to  active  Service
immediately preceding the date of his permanent disability or his death.

<PAGE>

     2.34 Limitation Year.

     The 12  consecutive  month  period  beginning  on  January 1 and  ending on
December 31.

     2.35 Matching Contribution.

     A contribution made by the Employer pursuant to Section 4.1(b).

     2.36 Nonelective Contribution.

     A contribution made by the Employer pursuant to Section 4.1(d).

     2.37 Normal Retirement Age.

     Attainment of age 65.

     2.38 Parental Absence.

     Any  period  of  absence  from the  active  Service  of an  Employer  which
commences on or after January 1, 1985:

     (a) by reason of the pregnancy of the Employee;

     (b) by reason of the birth of a child of the Employee;

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

     (d)  for  purposes  of  caring  for  such  child  for  a  period  beginning
immediately following such birth or placement.

     2.39 Participant.

     An Eligible Employee,  other than a Former  Participant,  who has satisfied
the requirements of Article III or has made a Rollover Contribution to the Plan;
provided, however, that an Employee or former Employee who becomes a Participant
solely by virtue of  making a  Rollover  Contribution  at a time when he has not
satisfied  the  requirements  of  Section  3.1 or  Section  3.3 shall not (i) be
eligible to elect pursuant to Section 5.1 to defer any portion of his Considered
Compensation,   (ii)  be   eligible  to  receive  an   allocation   of  Employer
Contributions  pursuant  to  Section  6.4,  or (iii) be  eligible  to  receive a
forfeiture  allocation  pursuant to Section 4.2 until such individual  satisfies
the  requirements  of Section 3.1 or Section 3.3 and is deemed a Participant for
purposes of Sections 4.2 and 5.2.

     2.40 Plan.

     The Washington  Mutual,  Inc.  Retirement  Savings and Investment  Plan, as
embodied herein and as amended from time to time.

     2.41 Plan Entry Date.

     Each January 1, April 1, July 1, and October 1.

     (a) However,  the Plan Entry Date on which the following Eligible Employees
may first enter the Plan shall be the dates specified below:

     (1) Eligible  Employees who were  employed by Somers,  Grove & Co., Inc. at
the time it was acquired by WM Financial,  Inc. may first enter the Plan January
1, 1987.
<PAGE>

     (2) Eligible  Employees  who are credited with Service for service with IPC
Pension  Services  Company,  Inc.  of Alaska may first enter the Plan on July 1,
1988.

     (3)  Eligible  Employees  who are  credited  with  Service for service with
Shoreline Federal Savings Bank may first enter the Plan on July 1, 1988.

     (4)  Eligible  Employees  who are  credited  with  Service for service with
Columbia Federal Savings Bank may first enter the Plan on July 1, 1988.

     (5) Former  employees  of Old Stone Bank who are  entitled  hereunder to be
credited  with Service for service  performed for Old Stone Bank may first enter
the Plan on the later of (i) the first  Plan Entry Date that is 60 days from May
31, 1990, or (ii) the applicable Plan Entry Date.

     (6)  Eligible  Employees  who are  credited  with  Service for service with
Benefit  Service  Corporation  (Tacoma)  may first  enter the Plan on January 1,
1991.

     (7) Eligible  Employees who were  employed by Frontier  Savings and Loan at
the time it was acquired by Washington  Mutual,  a Federal  Savings Bank on June
22, 1990 may first enter the Plan on July 1, 1991.

     (8) Eligible  Employees who were employed by  Williamsburg  Federal Savings
Bank at the time it was acquired by Washington Mutual, a Federal Savings Bank on
October 1, 1990 may first enter the Plan on October 1, 1991.

     (9)  Eligible  Employees  who are  credited  with  Service for service with
Vancouver Federal Savings and Loan may first enter the Plan on October 1, 1991.

     (10)  Eligible  Employees  who are  credited  with Service for service with
Sound Savings and Loan may first enter the Plan on January 1, 1992.

     (11)  Eligible  Employees  who are  credited  with Service for service with
Great Northwest Bank may first enter the Plan on April 1, 1992.

     (12) Eligible Employees who were employed by Crossland Federal Savings Bank
at the time it was  acquired by  Washington  Mutual,  a Federal  Savings Bank on
November 9, 1991 may first enter the Plan on January 1, 1993.

     (13) Eligible  Employees who were employed by World Savings and Loan at the
time it was acquired by Washington  Mutual,  a Federal  Savings Bank on March 6,
1992 may first enter the Plan on April 1, 1993.

     (14)  Eligible  Employees  who are  credited  with Service for service with
Pioneer Savings Bank may first enter the Plan on April 1, 1993.
<PAGE>

     (15)  Eligible  Employees  who are  credited  with Service for service with
Pacific First Financial Corporation,  Pacific First Bank, a Federal Savings Bank
or their affiliates ("Pacific First") may first enter the Plan on May 1, 1993

     (16) Eligible Employees who were employed by Great Western Bank at the time
it was acquired by Pacific First may first enter the Plan on May 1, 1993.

     (17)  Eligible  Employees  who are  credited  with Service for service with
Tri-City Cosmopolitan Travel Services,  Inc. may first enter the Plan on January
1, 1994.

     (18)  Eligible  Employees  who are  credited  with Service for service with
Global Express Travel may first enter the Plan on January 1, 1994.

     (19)  Eligible  Employees  who are  credited  with Service for service with
Summit Savings and Loan may first enter the Plan on January 1, 1995.

     (20)  Eligible  Employees  who are  credited  with Service for service with
Enterprise Bank may first enter the Plan on January 1, 1996.

     (21)  Eligible  Employees  who are  credited  with Service for service with
Western Bank may first enter the Plan on April 1, 1996.

     (22)  Eligible  Employees  who are  credited  with Service for service with
Olympus Savings Bank may first enter the Plan on July 1, 1995.

     (23) Eligible Employees who are credited with Service for service with Utah
Federal Savings Bank may first enter the Plan on April 1, 1997.

     (24)  Eligible  Employees  who are  credited  with Service for service with
American Savings Bank, F.A. may first enter the Plan on April 1, 1997.

     (25)  Eligible  Employees  who are  credited  with Service for service with
United Western  Financial Group, Inc. or its affiliates may first enter the Plan
on April 1, 1997.

     (26)  Eligible  Employees  who are  credited  with Service for service with
Great Western  Financial  Corporation or its affiliates may first enter the Plan
on January 1, 1998.

     2.42 Plan Year.

     The 12  consecutive  month  period  beginning  on  January 1 and  ending on
December 31 of each year.

     2.43 Profit Sharing Contribution.

     A contribution made by the Employer pursuant to Section 4.1(c).

     2.44 Qualified Domestic Relations Order.

     An order  entered on or after  January 1, 1985,  that creates or recognizes
the existence of an Alternate Payee's right to, or assigns to an Alternate Payee
the right to, receive all or a portion of the benefits payable with respect to a
<PAGE>

Participant  under the Plan,  does not  require  the Plan to provide any type or
form of benefit,  or any option, not otherwise provided under the Plan, does not
require  the Plan to  provide  increased  benefits  (determined  on the basis of
actuarial value), does not require the payment of benefits to an Alternate Payee
that are  required to be paid to another  Alternate  Payee under  another  order
previously  determined to be a Qualified  Domestic Relations Order, and that has
the following characteristics:

     (a) A judgment,  decree,  or order  (including one that approves a property
settlement  agreement)  that relates to the provision of child support,  alimony
payments, or marital property rights to a spouse, former spouse, child, or other
dependent of a Participant  and is rendered under a state (within the meaning of
section  7701(a)(10) of the Code) domestic  relations law (including a community
property law).

     (b) The order must clearly specify:

     (1) the name and last known mailing address (if any) of the Participant and
the name and mailing address of each Alternate Payee covered by the order;

     (2) the amount or  percentage of the  Participant's  benefits to be paid by
the Plan to each such  Alternate  Payee,  or the manner in which such  amount or
percentage is to be determined;

     (3) the number of payments or payment  period to which such order  applies;
and

     (4) specifically specifies that it is applicable with respect to this Plan.

     (c) In the case of any payment  before a  Participant  has  separated  from
Service,  an order will not be treated  as  failing to be a  Qualified  Domestic
Relations  Order solely  because such order  requires the payment of benefits be
made to an Alternate Payee:

     (1) in the case of any payment  before a  Participant  has  separated  from
Service,  on or  after  the date on  which  the  Participant  is  entitled  to a
distribution under the Plan or on or after the later of the date the Participant
attains  age 50 or the  earliest  date on  which  the  Participant  could  begin
receiving benefits under the Plan if the Participant separated from Service,

     (2) as if the  Participant  had retired on the date on which  payment is to
commence  under  such order  (taking  into  account  only the  present  value of
benefits actually accrued as of such date), and

     (3) in any form in which  such  benefits  may be paid under the Plan to the
Participant (other than in the form of a joint and survivor annuity with respect
to the Alternate Payee and his or her subsequent spouse).
<PAGE>

     (d) In addition, the Administration Committee shall treat any order entered
prior to  January  1,  1985,  as a  Qualified  Domestic  Relations  Order if the
Committee  is paying  benefits  pursuant  to such  order on such  date,  and the
Committee  may treat any other  order  entered  prior to January  1, 1985,  as a
Qualified  Domestic  Relations  Order even if such order  does not  satisfy  the
requirements of this Section.

     2.45 Qualified Employer Contributions.

     Employer  Contributions  that both (i)  qualify  for  aggregation  for Code
section 401(k) or 401(m) discrimination  testing purposes,  pursuant to sections
401(k)(3)(1) (ii) or 401(m)(3) of the Code, and (ii) were in fact aggregated for
such purposes.

     2.46 Re-Employed  Employee.

     An Employee  who (i)  previously  separated  from Service or service with a
Related  Employer  with a  nonforfeitable  interest in his  Matching  Account or
Profit Sharing Account or (ii) previously separated from Service or service with
a Related Employer without a nonforfeitable  interest in his Matching Account or
Profit  Sharing  Account  but who  resumes  Service  or  service  with a Related
Employer  before his number of  consecutive  Breaks in Service equals or exceeds
the  greater  of five or his  number of years of  Vesting  Service  prior to his
separation from Service or separation from service with a Related Employer.

     2.47 Related Employer.

     ny  business  entity  that is,  along with an  Employer,  (i) a member of a
controlled group of corporations (as defined by section 414(b) of the Code, with
such section being  modified,  for purposes of Section 6.9, in  accordance  with
section  415(h) of the Code),  (ii) a member of a group of trades or  businesses
(whether  or not  incorporated)  that are under  common  control  (as defined by
section 414(c) of the Code,  with such section being  modified,  for purposes of
Section 6.9, in accordance  with section 415(h) of the Code),  (iii) a member of
an affiliated  service group (as defined by section 414(m) of the Code), or (iv)
any other entity  described by Treasury  Regulations  promulgated  under section
414(o) of the Code.

     2.48 Related Plan.

     Any other defined  contribution  plan (as defined in section  415(k) of the
Code) maintained by the Employer or any Related Employer.

     2.49 Required Commencement Date.

     The April 1st of the calendar year following the later of the calendar year
in which the  Participant  attains age 70 1/2 or the calendar  year in which the
participant retires,  except that in the case of a Participant who is a 5% owner
of the  Employer,  the  Required  Commencement  Date  shall  mean April 1 of the
calendar  year  following  the year in which such  Participant  attains 70 1/2 .
However,  for a Participant who is not a 5% owner of the Employer,  who attained
age 70 1/2 during  1988 and had not  retired by  January 1, 1989,  the  Required
Commencement  Date shall be April 1, 1990.  This rule shall have no effect  upon
any  life  expectancy  calculation  for  the  Participant.  In  addition,  for a
Participant who attained age 70 1/2 before January 1, 1988 and is not a 5% owner
of the Employer, the Required Commencement Date shall be April 1 of the calendar
year following the later of the calendar year in which the  Participant  attains
age 70 1/2 or retires.

     2.50 Rollover Contribution.

     A  transfer  of  assets   according  to  sections   402(c),   403(a)(4)  or
408(d)(3)(A)(ii) of the Code.
<PAGE>

     2.51 Salary Deferral Contribution.

     A contribution made by the Employer pursuant to Section 4.1(a).

     2.52 Service.

     Any period of time the Employee is employed by an Employer,  including  any
period the Employee is on Leave of Absence  authorized  by the Employer  under a
uniform,  nondiscriminatory  policy applicable to all Employees.  The Plan shall
treat service of an Employee with a predecessor  or Related  Employer as Service
with an Employer to the extent required by section 414(a) of the Code.

     (a) Service shall also include the following:

     (1) Each  Eligible  Employee who (i) was an employee  with Somers,  Grove &
Co.,  Inc. on  December  31, 1986 and who had at least six months of service (as
that term is defined in the former  Somers,  Grove & Co.,  Inc.  401(k)  Savings
Plan) on that date,  or (ii) was a  participant  in said  former  401(k) Plan of
Somers,  Grove & Co., Inc. on December 31, 1986,  shall be credited with Service
for years of service with Somers, Grove & Co., Inc.

     (2) Employees who were  employed by Shoreline  Federal  Savings Bank at the
time it was acquired by Washington Mutual, a Federal Savings Bank on May 2, 1988
shall be credited  with up to five years of Service for service  performed  with
Shoreline Federal Savings Bank.

     (3)  Employees who were  employed by Columbia  Federal  Savings Bank at the
time it was acquired by Washington Mutual, a Federal Savings Bank on May 2, 1988
shall be credited  with up to five years of Service for service  performed  with
Columbia Federal Savings Bank.

     (4) Employees who were employed by IPC Pension Services,  Inc.  Corporation
of Alaska at the time it was  acquired  by WM  Financial,  Inc.  on May 17, 1988
shall be credited  with up to five years of Service for service  performed  with
IPC Pension Services, Inc. of Alaska.

     (5) Former employees of Old Stone Bank (i) employed in a "regular" position
as defined by the Company (or the prior sponsor of the Plan) as of May 31, 1990,
or (ii) originally employed in a "temporary"  position as defined by the Company
(or the  prior  sponsor  of the  Plan)  as of May  31,  1990,  and  subsequently
transferred  to a "regular"  position  with the Company (or the prior sponsor of
the Plan) shall be  credited  with  Service for years of service  with Old Stone
Bank (or its  predecessor)  upon  completion of one Year of Eligibility  Service
measured from May 31, 1990.

     (6) Employees who were employed by Benefit Service Corporation  (Tacoma) at
the time it was acquired by WM Financial, Inc. shall be credited with up to five
years  of  Service  for  service  performed  with  Benefit  Service  Corporation
(Tacoma).
<PAGE>

     (7) Employees who were  employed by Vancouver  Federal  Savings and Loan at
the time it was acquired by Washington  Mutual, a Federal Savings Bank on August
1, 1991 shall be credited with up to five years of Service for service performed
with Vancouver Federal Savings and Loan.

     (8)  Employees  who were  employed by Sound Savings and Loan at the time it
was acquired by  Washington  Mutual,  a Federal  Savings Bank on January 1, 1992
shall be credited  with up to five years of Service for service  performed  with
Sound Savings and Loan.

     (9) Employees who were employed by Great  Northwest Bank at the time it was
acquired by Washington  Mutual, a Federal Savings Bank on April 1, 1992 shall be
credited  with up to five  years of Service  for  service  performed  with Great
Northwest Bank.

     (10) Employees who were employed by Pioneer Savings Bank at the time it was
acquired by  Washington  Mutual  Savings Bank on March 1, 1993 shall be credited
with up to five years of Service  for service  performed  with  Pioneer  Savings
Bank.

     (11)  Employees who were employed by Pacific First  Financial  Corporation,
Pacific First Bank, a Federal  Savings Bank or their  affiliates  (collectively,
"Pacific  First") and became  Employees in connection  with the  acquisition  of
Pacific First by  Washington  Mutual,  a Federal  Savings Bank on April 1, 1993,
shall be credited  with up to five years of Service for service  performed  with
Pacific First.

     (12)  Employees  who were employed by Great Western Bank at the time it was
acquired by Pacific First shall be credited with up to five years of Service for
service performed with Great Western Bank.

     (13)  Employees who were employed by Global  Express  Travel at the time it
was acquired by Mutual Travel, Inc. on October 1, 1993 shall be credited with up
to five years of Service for service performed with Global Express Travel.

     (14) Employees who were employed by Tri-City  Cosmopolitan Travel Services,
Inc. at the time it was  acquired by Mutual  Travel,  Inc. on November  15, 1993
shall,  effective  January 1, 1994, be credited with up to five years of Service
for service performed with Tri-City Cosmopolitan Travel Services, Inc.

     (15)  Employees who were employed by Summit Savings and Loan at the time it
was acquired by Washington  Mutual, a Federal Savings Bank on November 15, 1994,
and who are employed by an Employer on November 15, 1995, shall be credited with
up to five years of Service for service  performed  with Summit Savings and Loan
that is in addition to Service  credited  pursuant to  paragraph  (b)(4) of this
Section.

     (16)  Employees  who were  employed by  Enterprise  Bank at the time it was
acquired by the Company on August 29,  1995,  and who continue to be employed by
an Employer  thereafter,  shall be credited  with up to six years of Service for
service performed with Enterprise Bank.
<PAGE>

     (17)  Employees  who  were  employed  by  Western  Bank at the  time it was
acquired by the Company on February 1, 1996 shall be credited  with  Service for
services performed with Western Bank.

     (18)  Employees who were employed by Olympus  Capital  Corporation,  or its
affiliates,  at the time it was acquired by an affiliate of the Company on April
28,  1995,  and who are  employed  by an Employer  on April 29,  1996,  shall be
credited with Service for service performed with Olympus Capital  Corporation or
its affiliates.

     (19)  Employees who were employed by Utah Federal  Savings Bank at the time
it was  acquired  by the  Company or by its  affiliate  shall be  credited  with
Service for service performed with Utah Federal Savings Bank.

     (20) Employees who were employed by American Savings Bank, F.A. at the time
it was acquired by the Company or by its affiliate  shall be credited with up to
one year of Service for service with American Savings Bank, F.A.

     (21) Employees who were employed by United Western Financial Group, Inc. at
the time it was  acquired by the Company or by its  affiliate  shall be credited
with Service for service  performed with United Western Financial Group, Inc. or
its affiliates.

     (22) Employees who were employed by Great Western Financial  Corporation or
one of its  affiliates  at  the  time  it was  acquired  by the  Company  or its
affiliate  shall be  credited  with  Service for  service  performed  with Great
Western Financial Corporation or its affiliates.

     (23) Employees  hired by the Company on or after July 21, 1998 and who were
employed  by H. F.  Ahmanson  and Company or one of its  affiliates  immediately
prior to such hire shall be credited with Service for service  performed with H.
F. Ahmanson or its affiliates.

     (b) Solely for purposes of determining  eligibility for participation under
Article III, credit for Service shall be given as follows:

     (1) Service shall include service with IPC Pension Services  Company,  Inc.
of Alaska, effective January 1, 1988.

     (2) Service shall include  service with Shoreline  Savings Bank,  effective
January 1, 1988.

     (3) Former employees of Old Stone Bank employed with the Washington  Mutual
Savings  Bank in a "regular"  position (as defined by the Company) as of May 31,
1990,  will be credited with Service for service  performed  with Old Stone Bank
(or  its  predecessor).  Former  employees  of  Old  Stone  Bank  employed  with
Washington  Mutual  Savings  Bank in a  "temporary"  position (as defined by the
Company) as of May 31, 1990, will be
<PAGE>

credited  with  Service  for  service  performed  with  Old  Stone  Bank (or its
predecessor) as of the date such employee transfers to a "regular" position with
the Employer.

     (4) Employees  who were employed by Summit  Savings and Loan at the time it
was acquired by Washington  Mutual, a Federal Savings Bank on November 15, 1994,
shall be credited  with up to five years of Service for service  performed  with
Summit Savings and Loan.

     (5)  Employees  who were employed by Olympus  Capital  Corporation,  or its
affiliates,  at the time it was acquired by an affiliate of the Company on April
28,  1995,  shall be credited  with Service for service  performed  with Olympus
Capital Corporation or its affiliates.

     (6) Employees who were employed by United Western  Financial Group, Inc. at
the time it was  acquired by the  Company  shall be  credited  with  Service for
service performed with United Western Financial Group, Inc.

     (7) Employees who were employed by Utah Federal Savings Bank at the time it
was acquired by the Company shall be credited with Service for service performed
with Utah Federal Savings Bank.

     (8) Employees who were employed by American  Savings Bank, F.A. at the time
it was acquired by the Company  shall be credited with up to one year of Service
for service performed with American Savings Bank, F.A.

     (9) Employees who were employed by Great Western  Financial  Corporation at
the time it was  acquired by the  Company  shall be  credited  with  Service for
service performed with Great Western Financial Corporation.

     2.53 Trust.

     The trust  related to the Plan,  as it may be amended from time to time, to
hold,  administer,  and invest the  contributions  made under the Plan,  and all
property  of  every  kind  held or  acquired  by the  Trustee  under  the  Trust
Agreement.

     2.54 Trust Agreement.

     The agreement  between the Company and the Trustee or any successor Trustee
establishing the Trust and specifying the duties of the Trustee.

     2.55 Trustee.

     The person or entity from time to time appointed as Trustee under the Trust
Agreement.

     2.56 Valuation Date.

     For the  investment  funds  (described in the Trust) that are valued daily,
the Valuation Date shall be each day of the Plan Year. Otherwise,  the Valuation
Date  shall be each  March 31,  June 30,  September  30,  and  December  31. The
Committee may also designate any additional date as a special Valuation Date.
<PAGE>

     2.57 Vested Accrued Benefit.

     The  percentage  of a  Participant's  Accrued  Benefit  to which he becomes
entitled upon an event of distribution hereunder,  determined in accordance with
Article VI

     2.58 Vesting Service.

     The  period  of  Service  of an  Employee  which is used to  determine  the
Employee's  nonforfeitable  interest  in his  Matching  Account  and his  Profit
Sharing Account, determined in accordance with the provisions of Section 7.6.

------------------------------
End of Article
<PAGE>

                                  ARTICLE III.

                          ELIGIBILITY AND PARTICIPATION

     3.1 Eligibility.


     (a) General.  Each Eligible  Employee who was a Participant  in the Plan on
the effective  date of this  amendment and  restatement  shall  continue to be a
Participant hereunder.  Each other Eligible Employee may become a Participant in
the Plan on the Plan Entry Date (if employed on that date) that  coincides  with
or immediately  follows the date upon which he completes one year of Eligibility
Service.

     (b) Other  Employees.  Each  Eligible  Employee  listed  below may become a
Participant in the Plan as follows:

     (1) Each  Eligible  Employee who (i) was an employee  with Somers,  Grove &
Co.,  Inc. on  December  31, 1986 and who had at least six months of service (as
that term is defined in the former  Somers,  Grove & Co.,  Inc.  401(k)  Savings
Plan) on that date,  or (ii) was a  participant  in said  former  401(k) Plan of
Somers, Grove & Co., Inc. on December 31, 1986, shall be become a Participant on
January 1, 1987.

     (2) Each Eligible Employee of Mutual Travel, Inc. on December 31, 1988, who
is scheduled to work at least 20 hours each week shall become a  Participant  in
the Plan on January 1, 1989; provided, however, that employees of Mutual Travel,
Inc. shall not be eligible to participate in the Plan after the date that Mutual
Travel, Inc. is no longer an Employer.

     3.2 Eligibility Service.


     (a) General.  For purposes of  determining  an  Employee's  eligibility  to
participate in the Plan, except as provided in Section 3.2(b) below, an Employee
shall  be  credited  with  one  year  of  Eligibility  Service  at the end of an
Eligibility Computation Period in which he completes 1,000 Hours of Service with
the  Employer  or a Related  Employer,  provided  that he  remains  an  Eligible
Employee  on the  Plan  Entry  Date  that is  coincident  with or  follows  such
Eligibility Computation Period.

     (b) After Separation from Service. In the case of an Employee who separates
from Service and who resumes Service, but not as a Re-Employed  Employee,  years
or months of Eligibility Service credited to such Employee for Service performed
prior to his  resumption of Service shall be  disregarded.  For purposes of this
Section,  in the case of an Employee who separates  from Service and who resumes
Service, but not as a Re-Employed Employee,  Employment  Commencement Date shall
mean the date on which an  Employee  first  performs  an Hour of Service for the
Employer  following  the  close of the last  Plan  Year in  which  the  Employee
incurred a Break in Service.

     3.3 Participation - Employed Employees.

     In general,  an Employee whose Service  terminates and who is  subsequently
re-employed  shall commence  participation  in accordance
<PAGE>

with the provisions of Sections 3.1 and 3.2. However, a Re-Employed Employee who
is an Eligible Employee shall re-enter the Plan as a Participant:

     (a) If he was a Participant  prior to his separation from Service,  the day
he performs his first Hour of Service as a result of his return to Service, or

     (b) If he was not a Participant  prior to his separation  from Service,  on
the later of (1) the first Plan Entry Date after he has  completed the requisite
Eligibility  Service  specified in Section 3.1 (counting any Service  previously
credited under Section  3.2(a) and not  subsequently  disregarded  under Section
3.2(b)),  taking into account,  where  relevant,  any prior Service,  or (2) his
reemployment commencement date.

     3.4 Notice of  Participation.

     Within a reasonable time following the date upon which an Eligible Employee
becomes eligible to become a Participant,  but prior to his Plan Entry Date, the
Administration  Committee shall give such Eligible Employee reasonable notice of
his pending commencement of participation in the Plan. Such notice shall include
forms on which the Eligible  Employee may make the election  provided in Section
5.1 of this Plan. By his  participation,  a Participant  shall be deemed to have
agreed to abide by the provisions of the Plan.

     3.5 Rollover Contributions.

     An Employee shall become a Participant on the date a Rollover  Contribution
is made on his behalf,  if he has not already become a  Participant,  solely for
purposes of such Rollover  Contribution.  However,  such  Employee  shall not be
eligible to make Participant  contributions or receive an allocation of Employer
Contributions until he has satisfied the general requirements of this Article.


------------------------------
End of Article

<PAGE>

                                   ARTICLE IV.

                             EMPLOYER CONTRIBUTIONS

     4.1 Employer Contributions.

     Subject to the  limitations  specified in Section 4.2, each Employer  shall
make the  contributions  provided for in Section 4.1(a) for each Limitation Year
ending with or within its Fiscal Year. In addition,  subject to the  limitations
specified in Section 4.2 for each such  Limitation  Year, each Employer may also
make additional contributions, in its sole and absolute discretion, as described
in subsections (b), (c) and (d) of this Section. The Employer contributions made
for any Limitation Year shall or may be as follows:

     (a) Salary  Deferral  Contribution.  A Salary  Deferral  Contribution  that
equals the aggregate amount by which  Participants  have elected,  in accordance
with the provisions of Section 5.1, to reduce their Considered  Compensation for
the Plan Year that ends with or immediately after the Limitation Year.

     (b) Matching Contribution.  A Matching Contribution by the Employer, in its
sole and absolute discretion,  that is subject to the limitations of Section 4.5
and that does not exceed 100% of the Salary Deferral  Contribution  elected by a
Participant pursuant to Section 5.1(a) in any Plan Year.

     (c)  Profit  Sharing  Contribution.  A Profit  Sharing  Contribution  in an
amount, if any, determined by the Employer, in its sole and absolute discretion.

     (d) Nonelective  Contribution.  A Nonelective Contribution in an amount, if
any, determined by the Employer in its sole and absolute discretion.

     4.2 Employer Contribution Limitation.

     (a)  Notwithstanding the provisions of Section 4.1, the aggregate amount of
Salary   Deferral    Contributions,    Matching    Contributions,    Nonelective
Contributions,  and Profit Sharing  Contributions for each Limitation Year shall
not exceed either the total amount  deductible under section 404 of the Code, or
the sum of:

     (1) The  aggregate  of the  limitations  prescribed  by Section 6.9 for all
Participants  entitled to share in the  allocation of such  contributions  under
Section 6.4, and

     (2) The sum of any  amounts  that have been  erroneously  unallocated  with
respect  to  Employees  who were or would  have  been  entitled  to share in the
allocation of contributions but for the failure to credit such Participants with
Hours  of  Service  that  are  determined  during  the  Limitation  Year  to  be
creditable,  to the  extent  such  contribution  was  not  made  in a  preceding
Limitation Year.

     If either of the above  limitations  would be exceeded  for any  Limitation
Year, the Employer  shall reduce its  contributions  to the extent  necessary to
satisfy such limitations, in the following order of reduction: (i) to the extent
permitted by law without  jeopardizing  the  qualification of either the Plan
<PAGE>

or the cash or deferred arrangement  thereunder,  Salary Deferral Contributions,
starting with the  Participant(s)  with the highest Actual Deferral  Percentage,
(ii)  Profit  Sharing  Contributions,  (iii)  Matching  Contributions,  and (iv)
Nonelective Contributions.

     (b) Forfeitures arising during a Limitation Year shall be applied to reduce
Employer  Contributions  for the Limitation Year in which such Forfeitures occur
and shall be deemed  to be  Employer  Contributions  for such  Limitation  Year;
provided,   however,   that   Forfeitures   shall  not  reduce  Salary  Deferral
Contributions. Forfeitures used to reduce Employer Contributions shall be deemed
to reduce Employer  Contributions in the following order: first,  restoration of
accrued   benefits   as  provided  in  Section   7.7(b),   second,   Nonelective
Contributions,   third,  Matching  Contributions,  and  fourth,  Profit  Sharing
Contributions.  In  addition,  Forfeitures  may  also  be  applied  to  pay  the
administration expenses of the Plan, as provided in Section 17.3. If Forfeitures
arising during the Limitation Year exceed the aggregate  limitations  prescribed
by Section  6.9 for all  Participants  entitled  to share in the  allocation  of
Employer  Contributions  for the Limitation  Year plus any amounts  described in
Section 4.2(a)(2),  the amount of such excess Forfeitures shall held unallocated
in a  suspense  account  in  accordance  with  Section  6.9(d)  and  treated  as
Forfeitures arising during the next Limitation Year.

     4.3 Determination of Contribution.

     Each  Employer,  from  its  records,  shall  determine  the  amount  of any
contributions to be made by it to the Trust under the terms of the Plan.

     4.4 Time and Method of Payment of Contributions.

     Each Employer shall pay Salary Deferral Contributions to the Trustee on the
earliest date on which such contributions can by reasonably  segregated from the
Employer's  general  assets,  not to exceed the 15th  business  day of the month
following the month in which such amounts would  otherwise  have been payable to
the Participant in cash. The Employer may pay the remainder of its  contribution
for each Plan Year in one or more installments.  The Employer's contribution for
any Plan  Year  shall be due on the last day of its  Fiscal  Year with or within
which such Plan Year ends, and, unless paid before,  shall be payable then or as
soon  thereafter as  practicable,  but not later than the time prescribed by law
for filing the  Employer's  federal  income  tax  return  (including  extensions
thereof) for such Fiscal  Year,  without  interest.  If the  contribution  is on
account of the  Employer's  preceding  Fiscal Year,  the  contribution  shall be
accompanied by the Employer's signed statement to the Trustee that payment is on
account  of such  Fiscal  Year.  Contributions  may be paid in  cash,  or  other
property,  as the Employer may  determine,  including  qualifying  employer real
property and qualifying  employer securities (as defined in sections 407 and 408
of  ERISA).  Property  shall be valued at its fair  market  value at the time of
contribution. All contributions for each Plan Year shall be deemed to be paid as
of the earlier of the actual date of payment or the last day of such Plan Year.

     4.5 Limitations on Matching Contribution.

     For each Plan Year, the Plan shall satisfy the  nondiscrimination  tests in
section 401(m) of the Code and Treasury Regulations promulgated thereunder. This
Code  section and  corresponding  regulations  are hereby  incorporated  by this
reference.
<PAGE>

     (a)  Limitations.  Notwithstanding  the  provisions  of  Sections  4.1  and
5.2(c)(3),  the Actual Matching Percentage for the Highly Compensated  Employees
with respect to any Plan Year shall not exceed the greater of (1) or (2):

     (1) The Actual Matching  Percentage for the Eligible  Employees who are not
Highly Compensated Employees multiplied by 1.25, or

     (2) The Actual Matching  Percentage for the Eligible  Employees who are not
Highly Compensated Employees multiplied by two provided that the Actual Matching
Percentage  for the  Highly  Compensated  Employees  may not  exceed  the Actual
Matching  Percentage for the Eligible  Employees who are not Highly  Compensated
Employees  by more than two  percentage  points,  but  subject to the  aggregate
limitation rules of Section 4.5(b).

     (b)  Aggregate  Limit.  If one or more  Highly  Compensated  Employees  are
eligible  for  contributions  that are tested  under both this  Section  4.5 and
Section 5.2,  multiple use of the Actual Matching  Percentage  alternative limit
set forth in Section  4.5(a)(2)  shall be limited so that the  disparity  in the
aggregated  Actual Deferral  Percentage and Actual  Matching  Percentage of such
Highly  Compensated  Employees does not exceed that of all other Participants by
more  than  the  aggregate  limit.  Except  as  provided  in this  Section,  the
"aggregate  limit,"  for  purposes  of  this  Section,  is  the  greater  of the
following:

     (1) The sum of:

     (A) 1.25 multiplied by the greater of (i) the Actual Deferral Percentage of
the group of Participants who are not Highly Compensated  Employees for the Plan
Year, or (ii) the Actual Matching  Percentage of the group of  Participants  who
are not Highly Compensated Employees for the Plan Year, and

     (B) Two plus the lesser of (i) or (ii) above; provided,  however, that this
amount shall not exceed 2.0 multiplied by the lesser of (i) or (ii) above.

     (2) The sum of:

     (A) 1.25 multiplied by the lesser of (i) the Actual Deferral  Percentage of
the group of Participants who are not Highly Compensated  Employees for the Plan
Year, or (ii) the Actual Matching  Percentage for the group of Participants  who
are not Highly Compensated Employees for the Plan Year; and

     (B) Two  plus  the  greater  of (i) or (ii)  in the  immediately  preceding
subparagraph;   provided,  however,  that  this  amount  shall  not  exceed  2.0
multiplied by the greater of (i) or (ii) above.
<PAGE>

     Amounts  in  excess  of the  aggregate  limit  shall be  treated  as excess
contributions  and  adjusted  as  provided in Section  4.5(c).  For  purposes of
applying this multiple use limit, the Actual Matching  Percentage and the Actual
Deferral  Percentage  shall be determined  after any required  distributions  of
excess  contributions and deferrals under Sections 4.5(c),  5.2(c), and 5.3, and
any recharacterizations of excess contributions under Section 5.2(c)(3).

     (c)  Adjustments  for Excess  Contributions.  A distribution  which is made
pursuant   to  the   adjustments   described   in  this   Section  may  be  made
notwithstanding any other provision of the Plan.

     (1)  Determination  of Excess  Contributions.  If at any time during a Plan
Year, the Actual Matching Percentage for the Highly Compensated  Employees would
exceed, if not adjusted in accordance with the limitations of this Section,  the
amounts allowed under Section 4.5(a),  the "excess  contributions"  (hereinafter
defined) for the Plan Year may be eliminated by the Administration  Committee by
(i) refunding Employee Contributions and/or Matching Contributions plus earnings
(or  less  losses)  thereon  for  the  Plan  Year,   (ii)  forfeiting   Matching
Contributions  that are not vested,  or (iii) a combination of the above,  until
the Actual  Matching  Percentage for the Highly  Compensated  Employees does not
exceed the limits of Section  4.5(a).  "Excess  contributions"  shall mean, with
respect to the Plan Year,  the excess of (i) the  aggregate  amount of  Employee
Contributions and Matching Contributions (and any other contributions considered
in determining the Actual Matching  Percentage)  actually paid over to the Trust
(or which,  absent the limitations of Section 4.5(a),  would have been paid over
to the Trust) on behalf of Highly Compensated Employees for such Plan Year, over
(ii)  the  maximum   amount  of  such   Employee   Contributions   and  Matching
Contributions (and any other contributions  considered in determining the Actual
Matching Percentage) permitted under the limitations of Section 4.5(a).

     Refund or reduction of excess  contributions shall be made according to any
of  the  following  methods,  alone  or in  combination,  as  determined  by the
Administration  Committee,  and in accordance with sections 401(a)(4) and 401(m)
of the Code (and regulations thereunder):

     (A) Refund of Unmatched Employee Contributions.  Any Employee Contributions
which are not  matched  by  Matching  Contributions  or any other  contributions
considered in determining the Actual Matching  Percentage (plus earnings or less
losses thereon as specified in Sections  4.5(c)(3) and 4.5(c)(4) below) shall be
refunded  (according to the method specified in Section 4.5(c)(2) below) to such
Highly Compensated Employees until the limits of Section 4.5(a) are satisfied.

     (B)   Forfeiture   of  Unvested   Matching   Contributions.   Any  Matching
Contributions  contributed to a Highly Compensated  Employee's  Matching Account
which are not  vested  shall be  treated  as a  Forfeiture  until the  limits of
Section 4.5(a) are satisfied.

     (C) Refund of Matching  Contributions  and Matched Employee  Contributions.
If, after  applying  paragraph (A) above,  the limits of Section  4.5(a) are not
satisfied,  the Administration  Committee shall refund such excess contributions
(including earnings and losses as specified in Sections 4.5(c)(3) and 4.5(c)(4))
to  the  applicable  Highly
<PAGE>

Compensated  Employees by alternately  applying paragraphs (i) and (ii) below on
an equal  dollar-for-dollar  basis,  until the  limits  of  Section  4.5(a)  are
satisfied.

     (i) Refund  (according to the method  specified in Section  4.5(c)(2))  the
amount of Matching Contributions that have been contributed by the Employer, and

     (ii) Refund  (according to the method  specified in Section  4.5(c)(2)) the
portion of Employee Contributions that were matched.

     (2) Refund  Method.  The amount of excess  contributions  to be refunded to
each Highly  Compensated  Employee under Sections  4.5(c)(1)(A)  or 4.5(c)(1)(C)
above  is  to  be  determined  by   calculating   the  amount  of  reduction  in
contributions  necessary to result in satisfaction of the limits. The reductions
shall be made on the  basis of  contributions  made by, or on  behalf  of,  each
Participant,  beginning with the  Participant  with the highest dollar amount of
such  contributions  for the relevant  year.  All refunds  from a  Participant's
Salary  Deferral   Account  shall  be  charged  first  against  Salary  Deferral
Contributions  for the  calendar  year that  includes  the first day of the Plan
Year,  and then,  to the  extent  necessary,  charged  against  Salary  Deferral
Contributions for the calendar year that includes the last day of the Plan Year.
All  refunds  shall be  distributed  by the  Trustee to the  Highly  Compensated
Employees  within 2 1/2  months  after the close of the Plan Year in which  such
excess contributions arose, if administratively  feasible,  and within 12 months
after the close of such Plan Year, at the latest.

     The  excess  contributions  identified  by  application  of  the  preceding
paragraph shall be distributed to the Highly Compensated  Employees whose Actual
Matching Percentages were reduced.

     (3) Determination of Earnings and Losses for the Plan Year. The earnings or
losses allocable to excess  contributions  for the applicable Plan Year shall be
determined  by  multiplying   the  total  income  (or  loss)  allocable  to  the
Participant's  Employee  Contribution  Account for the applicable Plan Year by a
fraction,  the  numerator of which is the excess  contribution  on behalf of the
Participant  for the  applicable  Plan Year and the  denominator of which is the
balance of the Participant's  Employee  Contribution  Account on the last day of
the applicable Plan Year (prior to any refund of excess  contributions)  reduced
by the income or gain (or increased by the loss)  allocable to such total amount
for the Plan Year.

     (4) Income  Allocable  to Excess  Contributions.  The income  allocable  to
excess  contributions,  for  purposes of Section  4.5(c)(3),  shall  include all
earnings and appreciation,  including such items as interest,  dividends,  rent,
royalties, gains from the sale of property,  appreciation in the value of stock,
bonds, annuity and life insurance contracts, and other property,  without regard
to whether or not such appreciation has been realized.


     4.6  Return  of  Employer  Contributions.

     Upon an  Employer's  request,  a  contribution  which  was (a) made  upon a
mistake  of fact,  (b)  conditioned  upon  initial  qualification  of the  Plan,
<PAGE>

provided that a  determination  letter  application is filed prior to the period
prescribed  in  section  401(b) of the Code,  and the Plan  receives  an adverse
determination,  or (c) conditioned upon  deductibility of the contribution under
section 404 of the Code, shall be returned to the Employer within one year after
payment  of  the  contribution,   denial  of  the  initial   qualification,   or
disallowance  of the deduction (to the extent  disallowed),  as the case may be;
provided,  however,  the  amount  returned  shall be the  excess  of the  amount
contributed  over the amount which would have been contributed if there had been
no mistake of fact or a mistake in determining the amount of the deduction.  Any
earnings  on  the  excess  contribution  amount  shall  not be  returned  to the
Employer,  although any losses  thereon will reduce the amount so returned.  The
entire  amount may be returned if the Plan,  from its  inception,  fails to be a
qualified plan, within the meaning of section 401(a) of the Code.


------------------------------
End of Article

<PAGE>

                                   ARTICLE V.

                     PARTICIPANT CONTRIBUTIONS AND ROLLOVERS

     5.1 Participant Election to Defer Considered Compensation.

     (a) Subject to the provisions of Section 5.2, a Participant may elect:

     (1) To receive his entire Considered Compensation in cash; or

     (2) To defer a portion of his  Considered  Compensation,  not to exceed the
Deferral  Limitation for a calendar  year.  Such an election must be a specified
whole  percentage that is at least 1% and does not exceed 15% of a Participant's
Considered  Compensation.  The Employer shall  contribute the amount deferred to
the  Trust  as  a  Salary  Deferral  Contribution  to  be  allocated,   for  the
Participant's benefit, to his Salary Deferral Account.

     The Deferral  Limitation  above shall be decreased by any salary  deferrals
under section  401(k) of the Code made by a Participant  under any Related Plan,
to the extent  that any  "excess  deferrals"  (as  defined  in Section  5.3) are
allocated to this Plan pursuant to Section 5.3.

     (b) An  Employee  must make an  election  under  this  Section to defer the
receipt  of  Compensation  on the form and  within  the time  prescribed  by the
Committee.  The deferral  election  shall become  effective as of the first Plan
Entry Date that is  coincident  with or  immediately  follows  the date that the
Employee becomes an Eligible Employee,  or, if the initial election is not filed
in a timely manner, on the next Plan Entry Date.

     (c) A  Participant  may  prospectively  modify  a  deferral  election  made
hereunder  to be  effective on any Plan Entry Date,  or  prospectively  revoke a
deferral election  effective on any payroll date, by providing written notice of
such  modification  to the  Administration  Committee  in the  time  and  manner
prescribed by the Committee.

     5.2  Limitation on Salary  Deferral  Contributions  for Highly  Compensated
Employees.

     For each Plan Year, the Plan shall satisfy the  nondiscrimination  tests in
section  401(k)(3)  of  the  Code  and  the  Treasury  Regulations   promulgated
thereunder.  This Code section and regulations  are hereby  incorporated by this
reference.

     (a) Limitations.  Notwithstanding the provisions of Section 5.1, the Actual
Deferral  Percentage  for the Highly  Compensated  Employees with respect to any
Plan Year shall not exceed the greater of (1) or (2):

     (1) The Actual Deferral  Percentage for the Eligible  Employees who are not
Highly Compensated Employees multiplied by 1.25, or

     (2) The Actual Deferral  Percentage for the Eligible  Employees who are not
Highly Compensated Employees multiplied by two provided that the Actual Deferral
<PAGE>

Percentage  for the  Highly  Compensated  Employees  may not  exceed  the Actual
Deferral  Percentage for the Eligible  Employees who are not Highly  Compensated
Employees  by more than two  percentage  points,  but  subject to the  aggregate
limitation rules of Section 5.2(b).

     (b)  Aggregate  Limit.  If one or more  Highly  Compensated  Employees  are
eligible  for  contributions  that are tested  under both  Section  4.5 and this
Section 5.2,  multiple use of the Actual Deferral  Percentage  alternative limit
set forth in Section  5.2(a)(2)  shall be limited so that the  disparity  in the
aggregated  Actual Deferral  Percentage and Actual  Matching  Percentage of such
Highly  Compensated  Employees does not exceed that of all other Participants by
more  than the  aggregate  limit.  For  purposes  of this  Section  5.2(b),  the
"aggregate limit" is determined by the greater of the following:

     (1) The sum of:

     (A) 1.25 multiplied by the greater of (i) the Actual Deferral Percentage of
the group of Participants who are not Highly Compensated  Employees for the Plan
Year, or (ii) the Actual Matching  Percentage of the group of  Participants  who
are not Highly Compensated Employees for the Plan Year; and

     (B) Two plus the lesser of (i) or (ii) above; provided,  however, that this
amount shall not exceed 2.0 multiplied by of the lesser of (i) or (ii) above.

     (2) The sum of:

     (A) 1.25 multiplied by the lesser of (i) the Actual Deferral  Percentage of
the group of Participants who are not Highly Compensated  Employees for the Plan
Year, or (ii) the Actual Matching  Percentage for the group of Participants  who
are not Highly Compensated Employees for the Plan Year; and

     (B) Two  plus  the  greater  of (i) or (ii)  in the  immediately  preceding
subparagraph;   provided,  however,  that  this  amount  shall  not  exceed  two
multiplied by the greater of (i) or (ii) above.

     Amounts  in  excess  of the  aggregate  limit  shall be  treated  as excess
contributions  and  adjusted  as  provided in Section  5.2(c).  For  purposes of
applying this multiple use limit, the Actual Matching  Percentage and the Actual
Deferral  Percentage  shall be determined  after any required  distributions  of
excess  contributions and deferrals under Sections 4.5(c),  5.2(c), and 5.3, and
any recharacterizations of excess contributions under Section 5.2(c)(3).

     (c) Adjustments for Excess Contributions. If the Actual Deferral Percentage
for the Highly  Compensated  Employees exceeds or is reasonably  expected by the
Committee to exceed the amounts  allowed  under  Section  5.2(a),  the Committee
shall, in its sole and absolute discretion, do one or more of the following:
<PAGE>

     (1)  Prospective  Reduction  of  Excess  Contributions.  As  often  as  the
Committee  elects,  and at any time during a Plan Year,  it shall  prospectively
reduce the amount of Considered  Compensation to be deferred pursuant to Section
5.1(a) by each Highly  Compensated  Employee who has elected pursuant to Section
5.1(a) to defer a  portion  of his  Considered  Compensation  until  the  Actual
Deferral Percentage for Highly Compensated  Employees will not exceed the limits
of Section 5.2(a).

     (2) Refund of Excess Contributions.

     (A)  Refund  the  portion  of each  Highly  Compensated  Employee's  Salary
Deferral  Contribution  that  constitutes  a portion of the excess  contribution
(hereinafter  defined) for the Plan Year, plus earnings (or less losses) thereon
for  the  Plan  Year  until  the  Actual  Deferral  Percentage  for  the  Highly
Compensated  Employees  does not exceed the  limits of Section  5.2(a)  with all
refunds from a Participant's Salary Deferral Account to be charged first against
Salary Deferral  Contributions for the calendar year that includes the first day
of the Plan Year,  and then, to the extent  necessary,  charged  against  Salary
Deferral  Contributions  for the calendar year that includes the last day of the
Plan Year.  All such refunds shall be distributed by the Trustee to the Employee
within  two and  one-half  months  after the close of the Plan Year in which the
excess contribution arose, if  administratively  possible,  and within 12 months
after the close of such Plan Year at the latest.  For purposes of this  Section,
"excess  contribution"  shall mean, with respect to any Plan Year, the excess of
(i) the aggregate amount of Salary Deferral Contributions (and any other amounts
considered in determining the Actual Deferral  Percentage) actually paid over to
the Trust on behalf of Highly  Compensated  Employees  for such Plan Year,  over
(ii) the maximum  amount of such Salary  Deferral  Contributions  (and any other
amounts  considered in determining  the Actual  Deferral  Percentage)  permitted
under the limitations of Section 5.2(a).

     The amount of excess  contributions for each Highly Compensated Employee is
to be  determined  by  calculating  the  amount of  reduction  in  contributions
necessary to result in satisfaction of the limits.  This reduction shall be made
on the  basis of  contributions  made by,  or on behalf  of,  each  Participant,
beginning with the Participant  with the highest dollar amount of  contributions
for the relevant year.

     The  provisions of this Section  shall be applied  after the  provisions of
Section  5.2(c)(2)  and any  distributions  thereunder.  Any  distribution  made
pursuant to this Section may be made notwithstanding any other provision of this
Plan.
<PAGE>

     (B)  Determination  of Earnings  and Losses for Plan Year.  The earnings or
losses allocable to excess  contributions  for the applicable Plan Year shall be
determined  by  multiplying   the  total  income  (or  loss)  allocable  to  the
Participant's  Salary  Deferral  Account  for  the  applicable  Plan  Year  by a
fraction,  the  numerator of which is the excess  contribution  on behalf of the
Participant  for the  applicable  Plan Year and the  denominator of which is the
balance  of the  Participant's  Salary  Deferral  Account on the last day of the
applicable  Plan  Year  (prior  to  any  refund  or   redistribution  of  excess
contributions),  reduced  by the  income  or gain  (or  increased  by the  loss)
allocable to such total amount for the Plan Year.

     (C) Income  Allocable  to Excess  Contributions.  The income  allocable  to
excess contributions,  for purposes of Section  5.2(c)(2)(B),  shall include all
earnings and appreciation,  including such items as interest,  dividends,  rent,
royalties, gains from the sale of property,  appreciation in the value of stock,
bonds, annuity and life insurance contracts, and other property,  without regard
to whether such appreciation has been realized.

     (3)  Recharacterization of Excess  Contributions.  The Committee may reduce
the portion of each Highly Compensated  Employee's Salary Deferral  Contribution
that constitutes a portion of the excess contribution (as defined and determined
in accordance  with Section  5.2(c)(2)(A))  for the Plan Year, plus earnings (or
less losses) thereon for the Plan Year, until the Actual Deferral Percentage for
the Highly  Compensated  Employees  does not exceed the limits of Section 5.2(a)
and recharacterize the reduction amounts as Employee Contributions (and earnings
thereon)   and  credit   such   recharacterized   amounts  to  the   appropriate
Participants'  Employee  Contribution Account for the same Plan Year as the year
in which the Salary Deferral Contributions being recharacterized were made. Such
recharacterizations shall be charged first against Salary Deferral Contributions
for the calendar year that includes the first day of the Plan Year, and then, to
the extent  necessary,  charged  against Salary Deferral  Contributions  for the
calendar year that includes the last day of the Plan Year.  However, as required
under section  1.401(k)-1(f)(3)(iii)(B) of the Treasury Regulations, such Salary
Deferral  Contributions may be recharacterized  only to the extent that a Highly
Compensated  Employee could have otherwise  made Employee  Contributions  to the
Plan.

     The Employer or Committee shall report recharacterized excess contributions
as Employee  Contributions  to the Internal Revenue Service and the Participant,
by  timely  providing  to  the  Employer  and  Participant  such  forms  as  the
Commissioner of the Internal Revenue Service shall  designate,  and shall timely
take such other action as the Commissioner of the Internal Revenue Service shall
require. Recharacterization will be deemed to have occurred on the date on which
the last of those Highly Compensated  Employees with excess  contributions to be
recharacterized  is notified in the manner specified in this Section  5.2(c)(3).
However,  notwithstanding  anything to the contrary above, excess  contributions
may not be  recharacterized  after 2 1/2 months after the close of the Plan Year
to  which  the  recharacterization  relates.  The  provisions  of  this  Section
5.2(c)(3)  shall  be  applied  after  the  provisions  of  Section  5.3  and any
distributions  thereunder.  Any recharacterization made pursuant to this Section
5.2(c)(3) may be made notwithstanding any other provision of this Plan.

<PAGE>

     5.3 Distribution of Excess Deferrals.

     If a Participant  is required to include in his gross income for a calendar
year  elective  deferrals  (as defined in section  402(g)(3)  of the Code) which
exceed  the  Deferral  Limitation,  such  amounts  shall be  treated  as "excess
deferrals"  and shall be  distributed  to the  Participant.  The  Administration
Committee  shall  distribute  such excess  deferral,  adjusted for any income or
losses allocable to such amount (determined in accordance with the principles of
Section  5.2(c)(2))  for the Plan Year in question not later than the April 15th
following  the calendar  year in which the excess  deferrals  were made, or such
later time as permitted by the Code or in Treasury Regulations. Any distribution
made pursuant to this Section may be made notwithstanding any other provision of
this Plan.

     5.4 Rollover Contributions and Trust Transfers.

     An  Employee  may  make  a  Rollover   Contribution  to  the  Plan  of  any
nonforfeitable  interest he has in assets  attributable to contributions made by
an employer  under another plan that is qualified  under  section  401(a) of the
Code.

     (a)  Rollover  Contributions  shall  be made in cash or  non-cash  property
acceptable to the Trustee.  Rollover Contributions shall be separately accounted
for  and  are  at  all  times   nonforfeitable.   Before  accepting  a  Rollover
Contribution,  the Committee may require a Participant  to furnish  satisfactory
evidence that the proposed contribution is in fact a Rollover Contribution which
the Code permits an employee to make to a plan qualified under section 401(a) of
the Code.

     (b) The Trustee may accept a transfer of assets from  another  plan that is
qualified  under  section  401(a) of the Code.  In such an event,  the Committee
shall determine the appropriate  Accounts of the affected  Participants or shall
establish new Accounts to allocate such assets.  If the Trustee accepts an asset
transfer that would require the Plan to provide any benefit, pursuant to section
411(d)(6) of the Code or otherwise,  that is not provided for in the Plan on the
date of such transfer,  the Committee may establish new Accounts to preserve the
protected benefits of the affected Participants.  The provisions of Section 15.7
shall apply if the Trustee accepts any trust-to-trust transfer of assets.

     5.5 Employee Contributions.

     Employee  Contributions  shall only be  permitted  to the extent  allowable
under section  1.401(k)-1(f)(3)(iii)(B)  of the Treasury Regulations.  As of the
last Valuation Date for each Plan Year, the Committee shall allocate and credit,
for the Plan Year preceding such Valuation  Date,  each  Participant's  Employee
Contributions  deemed to have been made during such Plan Year, plus earnings and
gains and less any losses for such Plan Year on Employee  Contributions,  to the
contributing Participant's Employee Contribution Account.


------------------------------
End of Article
<PAGE>
                                   ARTICLE VI.

                                   ALLOCATIONS

     6.1 Participant's Accounts.

     The  Administration  Committee shall establish for each  Participant one or
more of the Accounts described in Section 2.1, as appropriate, to which shall be
allocated the proper Employer Contributions,  Salary Deferral Contributions and,
if applicable, Employee Rollover Contributions,  together with the income, gain,
and  losses  allocable  thereto  and  less  the  distributions   therefrom.  The
establishment of separate  Accounts shall not require a segregation of the Trust
assets.

     6.2 Charging of Payments and Distributions.

     On each Valuation  Date, all payments,  distributions  and loans made under
the Plan since the immediately preceding Valuation Date to or for the benefit of
a Participant or his Beneficiary shall be charged to the proper Accounts of such
Participant.

     6.3 Allocation of Earnings to Accounts.

     The charges and allocations to Accounts  provided for in this Section shall
be performed  separately  with respect to each Account.  On each Valuation Date,
after allocating  charges pursuant to Section 6.2 and prior to allocating Profit
Sharing  Contributions  or Matching  Contributions  made to the Trust during the
immediately  preceding  Allocation  Period,  Trust  earnings  and  realized  and
unrealized gains and losses that are attributable to each Participant's  Account
shall be allocated  according to the actual investment  experience for each such
Account.

     6.4 Allocation of Contributions.

     With respect to Salary Deferral  Contributions and Matching  Contributions,
as of the last  day of the  Allocation  Period  in which  such  Salary  Deferral
Contributions occurred and, with respect to all other Employer Contributions, as
of the last  Valuation  Date for each Plan Year,  the  Administration  Committee
shall:

     (a) First, determine the aggregate limitation prescribed by Section 6.9 for
all  Participants  entitled  to  share  in the  allocation  of  Salary  Deferral
Contributions  or Employer  Contributions  for the Limitation Year ending within
the Plan Year.

     (b) Next, as of each Valuation Date, allocate to each Participant's  Salary
Deferral  Account a portion of the total  Salary  Deferral  Contributions  to be
allocated on such  Valuation  Date the amount of Salary  Deferral  Contributions
authorized  by the  Participant,  in  accordance  with Section  5.1,  during the
immediately preceding Allocation Period; provided that the amount allocated to a
Highly  Compensated  Employee's  Salary Deferral  Account for a given Limitation
Year shall be subject to the limitations of Section 5.2.

     (c) Next,  for  those  Participants  who have  authorized  Salary  Deferral
Contributions,  as of each  Valuation  Date allocate to each such  Participant's
Matching  Contribution Account a portion of the total Matching  Contributions to
be allocated during the immediately  preceding Allocation Period that equals the
percentage, if any, of such Participant's Salary Deferral Contributions for such
Plan Year to be  contributed  as Matching  Contribution 
<PAGE>

under Section 4.1(b); provided that the amount allocated to the Matching Account
of a Highly  Compensated  Employee for a given Plan Year shall be subject to the
limitations of Section 4.5.

     (d) Next, as of the last Valuation Date for each Plan Year,  allocate,  for
the Plan Year preceding such Valuation Date, Profit Sharing  Contributions among
the Profit Sharing  Accounts of  Participants  who completed one year of Vesting
Service  during the Plan Year, or who  terminated  employment  with the Employer
during  the Plan  Year by  reason  of death,  Disability,  or  retirement,  such
allocation  to be pro rata  according to the ratio that each such  Participant's
Considered  Compensation for the Plan Year bears to the Considered  Compensation
of  all  Participants   entitled  to  such  allocation  of  the  Profit  Sharing
Contribution for such Plan Year.  Notwithstanding the foregoing,  Profit Sharing
Contributions  shall not be allocated on behalf of Eligible  Employees of Mutual
Travel, Inc. unless the board of directors of the Company shall otherwise direct
by resolution.

     (e) Next,  unless otherwise  provided in an adoption  agreement,  each Plan
Year for which an Nonelective  Contribution  is made, the Employers shall divide
such  contribution  into one or more separate tiers, as determined in accordance
with  the  methodology   specified  below,  provided  that  separate  tiers  and
allocations  shall be  determined  in the  manner  that  results  in the  lowest
additional  contribution  to the Plan by the  Employer.  Prior to making  actual
allocations  to the separate  tiers,  the  Administration  Committee  shall make
allocations of Nonelective  Contributions on a hypothetical basis, and then make
the  appropriate  allocations  of  Employer  contributions  to  the  appropriate
Accounts of the Participants who are determined to be eligible  therefor on such
hypothetical basis.

     (1) If the  Nonelective  Contribution  is divided  into more than one tier,
each  succeeding  tier shall be allocated,  as of the last Valuation Date of the
Plan  Year,  to the  Salary  Deferral  Account  of each  non-Highly  Compensated
Employee  entitled thereto by Section 6.5 who, after  disregarding the Employees
receiving an allocation from a previous tier,  elected the lowest  percentage of
Salary  Deferral  Contributions  for such year, in the ratio that the Considered
Compensation  of  each  such  non-Highly   Compensated  Employee  bears  to  the
Considered  Compensation  of all such non-Highly  Compensated  Employees who are
entitled to receive an allocation from that tier.

     (2) The allocation formula under this Section shall be employed so that the
contribution  and  allocation  to  each  tier  results  in the  Actual  Deferral
Percentage  (or, at the  election of the  Administration  Committee,  the Actual
Matching  Percentage)  for that tier being  raised by a certain  percentage,  as
determined  by the  Employers,  provided that the  percentage  increase for each
succeeding  tier  shall  in no event  be  greater  than  such  increase  for any
preceding tier.

     6.5 Participants to Whom Nonelective Contributions Shall be Allocated.

       Unless otherwise provided in an adoption agreement, the Nonelective
Contributions  for any Plan Year shall be  allocated  among and  credited to the
Salary Deferral Accounts of Eligible  Employees who were not Highly  Compensated
Employees  and who have  satisfied the  requirements  of Article III prior to or
during the Plan Year and  completed  a Year of Vesting  Service  during the Plan
Year; provided, however, that any Employee who was a Participant during the Plan
Year,
<PAGE>

who terminated  employment with the Employer,  and who, immediately  thereafter,
commenced employment with a Related Employer shall be eligible for an allocation
of Nonelective Contributions in such year, provided that such Employee completes
a Year of Vesting Service during the Plan Year (aggregating his Service with the
Employer and the Related Employer).

     6.6 Dates Contributions Considered Made.

     For  purposes  of this  Article ,  Nonelective  Contributions,  and  Profit
Sharing  Contributions  under the Plan for any Plan Year shall be  considered to
have been made on the last day of that year,  unless paid sooner to the Trustee.
Salary Deferral Contributions,  Matching Contributions,  Rollover Contributions,
and Employee  Contributions under the Plan for any Plan Year shall be considered
to  have  been  made  on the  Valuation  Date  falling  on the  last  day of the
Allocation  Period in which the Rollover  Contribution  was made or to which the
Participant  elections  pursuant  to Section  5.1(a)  giving  rise to the Salary
Deferral  Contributions,  or through  recharacterization  of such contributions,
giving rise to Employee Contributions,  relate. Notwithstanding anything in this
Section to the  contrary,  earnings,  gains and losses  shall be  allocated  and
determined pursuant to Section 6.3.

     6.7 Allocation Does Not Create Rights.

     No Participant shall acquire any right to or interest in any specific asset
of the Trust as a result of the allocations provided for in the Plan.

     6.8 Equitable Allocations.

     If the  Committee  in  good  faith  determines  that  certain  expenses  of
administration  paid by the Trustee during the Plan Year under consideration are
not  general,  ordinary,  and usual and  should  not  equitably  be borne by all
Participants,  but should be borne only by certain  individual  Participants  on
whose behalf specific  expenses were incurred,  the net earnings and adjustments
in value of the accounts shall be increased by the amounts of such expenses, and
the Committee shall make suitable adjustments by debiting the particular Account
or  Accounts  of  such  one  or  more  Participants,   Former  Participants,  or
Beneficiaries;   provided,   however,   that   any  such   adjustment   must  be
nondiscriminatory  and  consistent  with the provisions of section 401(a) of the
Code.

     6.9 Limitation on Annual Additions.

     (a) General.  Notwithstanding  any other  provision of the Plan, the Annual
Addition to a  Participant's  Accounts for any Limitation Year may not exceed an
amount equal to the lesser of:

     (1) $30,000 or, if greater,  25% of the dollar  limitation  in effect under
section 415(b)(1)(A) of the Code; or

     (2)  25%  of  the  Participant's  Compensation  for  the  Limitation  Year;
provided, however, that this limitation shall not apply to any contributions for
post-retirement  medical  benefits  treated as Annual  Additions  under  section
419A(f)(2) of the Code or any other amount  treated as an Annual  Addition under
section 415(l)(1) of the Code.

     (b)   Additional   Limitation  -  Related  Plan.  If  a  Participant   also
participates  in a Related Plan, any  reductions  required by section 415 of the
Code shall be made first from the Related Plan if such Related Plan provides for
the same, and, if not, the maximum amount
<PAGE>

allocable to a  Participant's  Accounts for the Limitation  Year as specified in
paragraph  (a) of this  Section  shall be  reduced  by the  amount of the Annual
Addition made with respect to the  Participant for the Limitation Year under any
Related Plan.

     (c)  Additional  Limitation - Defined  Benefit Plan. If a Participant  also
participates  in one or more  qualified  defined  benefit  plans (as  defined in
section 414(j) of the Code) maintained by the Employer or any Related  Employer,
the maximum amount otherwise  allocable to his Accounts under paragraphs (a) and
(b) of this Section shall be reduced to the extent  necessary to ensure that the
sum of the "Defined Benefit  Fraction" for the Limitation Year plus the "Defined
Contribution  Fraction" for the Limitation Year does not exceed 1.0. The Defined
Benefit  Fraction for a Limitation Year shall be a fraction (a) the numerator of
which  shall be the  projected  annual  benefit  of the  Participant  under such
defined  benefit plan or plans  (determined as of the close of the year) and (b)
the  denominator  of which  shall be an amount  equal to the  lesser of: (i) the
product  of 1.25  multiplied  by the dollar  limitation  in effect for such year
under section  415(b)(1)(A) of the Code or (ii) the product of 1.4 multiplied by
the  amount  which  may be taken  into  account  for  such  year  under  section
415(b)(1)(B)  of  the  Code  with  respect  to  such  Participant.  The  Defined
Contribution  Fraction  for a  Limitation  Year  shall  be a  fraction  (a)  the
numerator  of which  shall be the sum of the  annual  additions  (as  defined in
section 415(c)(2) of the Code) to the  Participant's  accounts under all defined
contribution  plans  maintained  by the  Employer or Related  Employer as of the
close of the Limitation  Year, and (b) the denominator of which shall be the sum
of the lesser of the  following  amounts  determined  for each such plan for the
Limitation  Year and for each prior year of service with the  Employer:  (i) the
product  of 1.25  multiplied  by the dollar  limitation  in effect for such year
under section  415(c)(1)(A)  of the Code  (determined  without regard to section
415(c)(6) of the Code) or (ii) the product of 1.4  multiplied by the amount that
may be taken into account under section 415(c)(1)(B) of the Code with respect to
such individual under the defined contribution plans for the Limitation Year.

     Notwithstanding  the foregoing,  the provisions of this paragraph (c) shall
only apply if such defined  benefit plan or plans do not provide for a reduction
of  benefits to ensure that the sum of the  Defined  Benefit  Fraction  for such
Limitation Year and the Defined  Contribution  Fraction for such Limitation Year
does not exceed 1.0.

     (d) Correction of Excess Annual Additions.  If the foregoing limitations on
Annual Additions would be exceeded in a Limitation Year for any Participant as a
result  of (i)  the  allocation  of  Forfeitures,  (ii) a  reasonable  error  in
estimating a Participant's Compensation, (iii) a reasonable error in determining
the amount of Salary Deferral  Contributions  that may be made with respect to a
Participant,  or (iv) any  other  facts and  circumstances  that  would  justify
correction of excess  Annual  Additions,  the  Administration  Committee  shall,
consistently  with Treas.  Reg. ss.  1.415-6(b)(6),  correct such excess  Annual
Additions as follows:

     (1)  First,   the  amount  of  Employee   Contributions   allocated   to  a
Participant's  Accounts during the Limitation Year, and earnings  thereon,  that
are in excess of the limits provided in this Section shall be distributed to the
Participant.
<PAGE>

     (2) Next,  the  amount  of Salary  Deferral  Contributions  allocated  to a
Participant's  Accounts during the Limitation Year, and earnings  thereon,  that
are in excess of the limits provided in this Section shall be distributed to the
Participant.

     (3) Next, any other excess Annual Additions shall be credited to a suspense
account and held there unallocated and used to reduce Employer Contributions for
that  Participant's  Accounts  in  the  next  Limitation  Year  (and  succeeding
Limitation Years, as necessary) if that Participant is covered by the Plan as of
the end of the Limitation Year.  However,  if that Participant is not covered by
the Plan as of the end of the Limitation Year, then such excess Annual Additions
shall be held  unallocated  in a suspense  account for the  Limitation  Year and
allocated and  reallocated  in the next  Limitation  Year to the Accounts of all
Participants,  as consistent with the provisions of section 1.415-6(b)(6) of the
Treasury Regulations.  Furthermore, the excess Annual Additions shall be used to
reduce  Employer  Contributions  for the next  Limitation  Year (and  succeeding
Limitation  Years,  as necessary) for all of the remaining  Participants  in the
Plan.  In the  event of  termination  of the  Plan,  amounts  credited  to the a
suspense  account shall, to the extent  permitted by this Section,  be allocated
among the  Accounts of  Participants  in the ratio that each such  Participant's
Compensation  for the Plan Year in which  the  termination  occurs  bears to the
Compensation of all such  Participants  for that Plan Year. Upon  termination of
the Plan, any amounts  remaining in a suspense  account that cannot be allocated
to Participants' Accounts shall revert to the Employer.

     6.10 Special 410(b) Allocation.

     Notwithstanding  the  conditions  and  requirements  of this  Article for a
Participant to share in allocations of Employer contributions,  Participants who
(i) earned  more than 500 Hours of  Service  during a Plan Year and (ii) are not
otherwise  excludable  from coverage  testing  under section  410(b) of the Code
("Includible  Participants") shall be deemed eligible to share in the allocation
of  contributions  for such Plan  Year to the  extent  required  for the Plan to
satisfy the ratio  percentage  test of section  410(b)(1)(B) of the Code, in the
manner that results in the lowest  additional  contribution by the Employer.  To
determine which  Includible  Participants,  if any, are to be deemed eligible to
share in such  allocations,  the  Administration  Committee  shall  perform  the
following  test  on a  hypothetical  basis:  (1)  Rank  Includible  Participants
according to the number of Hours of Service credited to each, beginning with the
highest  number of hours;  (2) Determine the number of Includible  Participants,
selected  in order of  ranking,  to be  deemed  eligible  for an  allocation  of
contributions under this Article so that the Plan satisfies the average benefits
test or ratio  percentage  test (and/or  other Code  requirements)  for the Plan
Year; and (3) Make the appropriate  allocations of Employer contributions to the
Accounts of the  Includible  Participants  who are  determined to be eligible on
such hypothetical basis.

     6.11 Special Valuation.

     While it is  contemplated  that the Trust will be valued by the Trustee and
allocations  made only on the  Valuation  Date,  should it be  necessary to make
distributions under the provisions hereof, and the Administration  Committee, in
good faith  determines that,  because of (a) an extraordinary  change in general
economic conditions, (b) the occurrence of some casualty radically affecting the
value of the Trust or a substantial part thereof, or (c) an abnormal fluctuation
in the value of the Trust has occurred since the end of the preceding Plan Year,
the Administration  Committee may, in its sole discretion,  to prevent the payee
from  receiving a  substantially  greater or lesser amount than what he would be
entitled to,
<PAGE>

based on  current  values,  cause a  revaluation  of the  Trust to be made and a
reallocation  of the  interests  therein  as of the  date the  payee's  right of
distribution becomes fixed. The Administration Committee's determination to make
such  special  valuation  and the  valuation of the Trust as  determined  by the
Trustee  shall  be  conclusive  and  binding  on  all  persons  ever  interested
hereunder.


------------------------------
End of Article

<PAGE>

                                  ARTICLE VII.

                  TERMINATION OF SERVICE - PARTICIPANT VESTING

     7.1 Normal Retirement.

     A Participant  who retires on or after his Normal  Retirement  Age shall be
entitled to receive a 100% Vested Accrued Benefit.  A Participant who remains in
the Service of the Employer after attaining Normal Retirement Age shall continue
to  participate  in  Employer   Contributions  until  the  date  of  his  actual
retirement.  Upon  termination of Service,  the  Administration  Committee shall
direct  the  Trustee  to make  payment  of the full  value of the  Participant's
Accrued  Benefit to him at such times and in such  manner as provided in Article
VI hereof. The value of the Participant's Accrued Benefit shall be determined as
of the  Valuation  Date prior to or  coincident  with the date of  distribution.
However,  if  Salary  Deferral   Contributions  or  Employer  Contributions  are
allocated to the  Participant's  Accounts after such Valuation Date for the Plan
Year in which the Participant  receives a distribution on account of retirement,
then the value of the Participant's Accrued Benefit shall be adjusted to reflect
such additional allocations.

     7.2 Early Retirement.

     A Participant who has attained Early  Retirement Age may elect to remain in
the  Service  of  the  Employer  and   continue  to   participate   in  Employer
Contributions  until the date of his  actual  retirement.  Upon  termination  of
Service,  the Administration  Committee shall direct the Trustee to make payment
of the value of the  Participant's  Vested Accrued  Benefit to him at such times
and in such  manner  as  provided  in  Article  VIII  hereof.  The  value of the
Participant's  Vested  Accrued  Benefit  shall be determined as of the Valuation
Date prior to or coincident with the date of  distribution.  However,  if Salary
Deferral   Contributions  or  Employer   Contributions   are  allocated  to  the
Participant's  Accounts after such Valuation Date for the Plan Year in which the
Participant receives a distribution on account of retirement,  then the value of
the  Participant's  Vested  Accrued  Benefit  shall be adjusted to reflect  such
additional allocations.

     7.3 Disability.

     A  Participant  who becomes  Disabled  shall be fully vested in his Accrued
Benefit,  determined as of the Valuation  Date  coincident  with or  immediately
preceding the date of distribution. However, if Salary Deferral Contributions or
Employer  Contributions are allocated to the  Participant's  Accounts after such
Valuation  Date  for  the  Plan  Year  in  which  the  Participant   receives  a
distribution  on  account  of  Disability,  then the value of the  Participant's
Accrued Benefit shall be adjusted to reflect such additional allocations.

     7.4 Death.

     Upon the  death of a  Participant,  he shall  become  fully  vested  in his
Accrued  Benefit,  determined  as of  the  Valuation  Date  coincident  with  or
immediately  preceding the date of  distribution.  However,  if Salary  Deferral
Contributions  or Employer  Contributions  are  allocated  to the  Participant's
Accounts after such  Valuation  Date for the Plan Year in which the  Beneficiary
receives a distribution on account of the Participant's death, then the value of
the  Participant's  Accrued Benefit shall be adjusted to reflect such additional
allocations.

     7.5 Termination of Service Prior to Normal Retirement Age.

     The value of a Participant's  Accrued Benefit shall be determined as of the
Valuation Date coincident with or
<PAGE>

immediately  preceding  the  date  payment  of the  Accrued  Benefit  commences.
However,  if  Salary  Deferral   Contributions  or  Employer  Contributions  are
allocated to the Participant's  Accounts after such Valuation Date, the value of
the  Participant's  Accrued Benefit shall be adjusted to reflect such additional
allocations. All amounts attributable to a Participant's Salary Deferral Account
are  nonforfeitable  at all times. A Participant  who  terminates  service on or
after his Early  Retirement  Date  shall be 100%  vested in all of his  Accounts
under the Plan.  Except as provided in subsections (a), (b), (c), (d), (e), (f),
or  (g)  of  this  Section,  for  all  other  Participants,   the  Participant's
nonforfeitable  right to a percentage of his Accrued Benefit attributable to his
Matching  Account and Profit Sharing Account upon termination of Service for any
reason before Normal  Retirement Age (except death or Disability) shall be based
upon his years of Vesting Service in accordance with the following schedule:

                      Years of                            Percent
                  Vesting Service                          Vested
                  ---------------                          ------

                 Less than 2                                  0%
                           2                                 25%
                           3                                 50%
                           4                                 75%
                   5 or more                                100%

     (a) Each Participant shall have a 100% Vested Accrued Benefit  attributable
to his Matching  Account and Profit Sharing Account who (i) was a Participant on
January 1, 1987 and (ii) had a 100% Vested Accrued Benefit under the predecessor
plan of those  participating  Employers  listed at  Attachment  A of the Plan as
restated  effective January 1, 1987 (i.e.,  Washington  Mutual Financial,  Inc.,
Murphey  Favre,  Inc.,  Composite  Research  &  Management  Co.,  Murphey  Favre
Properties,   Inc.,  Washington  Mutual  Insurance  Services,  Inc.,  E.J.  Life
Insurance  Co.,  and  Benefit  Service  Corporation),  or who  had  one  Year of
Eligibility Service as of December 31, 1986.

     (b) Each former employee of Somers, Grove & Co., Inc. who had six months of
service (as defined under the Somers,  Grove & Co., Inc. 401(k) Savings Plan) as
of December 31, 1986 shall have a 100% Vested Accrued  Benefit  attributable  to
his Matching Account and Profit Sharing Account.

     (c) Each  Employee of Mutual  Travel,  Inc. on December  31,  1988,  who is
scheduled  to work at least 20 hours each week shall have a 100% Vested  Accrued
Benefit attributable to his Matching Account and Profit Sharing Account.

     (d) If a Participant or Former Participant has engaged in "dishonesty," his
Accrued  Benefit shall become fully vested after he has completed  five years of
Vesting  Service.  If he terminates  prior to completing five years, his Accrued
Benefit  derived from Employer  Contributions,  but not amounts  credited to his
Salary Deferral Account or Rollover  Account,  shall be treated as a Forfeiture.
For  purposes  of this  Section,  "dishonesty"  means that the  Participant  has
engaged  in acts of  fraud,  embezzlement,  theft  or any  other  crime of moral
turpitude or has otherwise been dishonest in his relationship  with the Employer
(without
<PAGE>

necessity of formal criminal  proceedings  being initiated  against him) and his
employment  terminated by either discharge or resignation,  as determined by the
Administration Committee.

     (e) Each Employee who has one or more accounts under the Plan  attributable
to such Employee  participation  in a defined  contribution  plan  maintained by
United Western  Financial Group,  Inc. shall be vested in such account according
to the following schedule:

                            Matching Contributions Account

                      Years of                             Percent
                  Vesting Service                          Vested
                  ---------------                          ------

                           1                                  0%
                           2                                  0%
                           3                                100%


                             Profit Sharing Account
                    (for hire dates prior to October 1, 1994)

                      Years of                             Percent
                  Vesting Service                          Vested
                  ---------------                          ------

                           1                                 20%
                           2                                 40%
                           3                                 60%
                           4                                 80%
                           5                                100%


                             Profit Sharing Account
                     (for hire dates after September 30, 1994)

                      Years of                             Percent
                  Vesting Service                          Vested
                  ---------------                          ------

                           1                                  0%
                           2                                  0%
                           3                                 30%
                           4                                 60%
                           5                                100%

     Notwithstanding  the  foregoing,  each employee of United  Western Bank who
terminated  employment  with United  Western Bank between  January 15, 1997, and
January 15, 1998,  shall be fully vested in their accounts which were created by
merger of United Western Bank's 401(k) plan into the Plan.
<PAGE>

     (f) Each Employee who has an account under the Plan relating to allocations
of  matching  contributions  under a defined  contribution  plan  maintained  by
American  Savings Bank shall be vested in such account pursuant to the following
schedule:

                      Years of                             Percent
                  Vesting Service                          Vested
                  ---------------                          ------

                           1                                  0%
                           2                                 40%
                           3                                 60%
                           4                                 80%
                           5                                100%

(g)  Each  Employee  who has an  account  under  the Plan  attributable  to such
Employee's  participation  in a  contribution  plan  maintained by Great Western
Financial  Services  Corp.  shall be vested  in such  account  according  to the
following schedule:

                      Years of                            Percent
                  Vesting Service                          Vested
                  ---------------                          ------

                           1                                   0%
                           2                                  30%
                           3                                  60%
                           4                                 100%

                  PAYSOP Account                             100%

     7.6 Years of Vesting Service.

     For purposes of vesting under Section 7.5, a year of Vesting  Service shall
mean any Plan Year during which an Employee  completes at 1,000 Hours of Service
with the Employer or a Related Employer.

     (a) In the case of an Employee who  separates  from Service and who resumes
employment  with  the  Employer,  but not as a  Re-Employed  Employee,  years of
Vesting Service prior to his resumption of employment shall be disregarded.

     (b) If a Participant  incurs five  consecutive  Breaks in Service,  Service
after such Breaks in Service shall not increase the Participant's nonforfeitable
percentage  in his Accrued  Benefit  derived from  Employer  Contributions  that
accrued prior to such five consecutive Breaks in Service.

     7.7 Forfeiture Occurs and Restoration of Non-Vested Accrued Benefit.

     (a) Forfeiture  Occurs.  A Forfeiture of a  Participant's  Accrued  Benefit
shall occur as of the earlier of (i) in the case where the Participant  does not
receive a  distribution  of his entire  Vested  Accrued  Benefit (or receives it
after the close of the second Plan Year  following
<PAGE>

his  termination  of  Service),  on the last day of the Plan  Year in which  the
Participant first incurs five consecutive Breaks in Service as the result of the
termination of his Service or (ii)  immediately upon receipt of his distribution
if the Participant  receives a distribution of his entire Vested Accrued Benefit
(including a deemed cash out of $0) as the result of his  termination of Service
(provided  such  distribution,  if any,  is made not later than the close of the
second Plan Year following the  Participant's  termination of Service).  If only
one of the events  identified in the preceding  sentence occurs,  the event that
occurs  shall be deemed the first to occur.  The  Committee  shall  determine  a
Participant's Forfeiture, if any, solely by reference to the vesting schedule of
Section 7.5.

     (b) Restoration of Non-Vested  Accrued Benefit.  If a Participant  incurs a
Forfeiture  by reason of Section  7.7(a)(ii)  and  returns  to Service  prior to
incurring five consecutive Breaks in Service, the amount of the Forfeiture shall
be restored  (unadjusted  for any gains or losses) as part of such  individual's
Accrued Benefit and credited to an Employer  Contribution  account,  hereinafter
called the "Restoration Account," if the Participant repays to the Plan the full
amount of the distribution  prior to the earlier of (1) the Plan's  termination,
or (2) the lapse of five years following the  Participant's  reemployment by the
Employer  or a  Related  Employer  (provided  that  the  Participant  must be an
Employee  at the  time of  repayment).  If the  Participant  received  a  deemed
cash-out  of $0,  he  shall be  deemed  to have  repaid  the  distribution  upon
reemployment. As of the Valuation Date immediately following such repayment, and
prior  to  any   allocation  of  Trust   earnings,   Forfeitures,   or  Employer
Contributions  specified in Article VI , the amount of a Participant's  previous
Forfeiture  (the  "Restoration  Amount")  shall be allocated to his  Restoration
Account.  The  Restoration  Amount shall be credited  first against  Forfeitures
arising for the Plan Year, and if such Forfeitures are not sufficient to satisfy
the Restoration  Amount in full, the remainder of such amount shall be satisfied
out of Employer  Contributions  for the Plan Year. The Restoration  Amount shall
not be deemed an Annual Addition. In addition, the Employer may make an Employer
Contribution  for the purpose of restoring a Forfeiture even though the Employer
has no profits.  The Committee shall give timely notice to any rehired Employee,
if such  Employee  is eligible  to make a  repayment,  of his right to make such
repayment  before the  expiration of the periods of the occurrence of the events
specified  above,  and such  notice  shall also  include an  explanation  of the
consequences of not making such repayment.

     7.8  Termination,   Partial  Termination,  or  Complete  Discontinuance  of
Employer Contributions.

     Notwithstanding  any  other  provision  in this  Plan,  in the  event  of a
termination or partial termination of the Plan, or a complete  discontinuance of
Employer  Contributions  or Salary  Deferral  Contributions  under the Plan, all
affected  Participants  shall  have a fully  vested  interest  in their  Accrued
Benefit  determined  as of the date of such  event.  The  value  of the  Accrued
Benefit  shall be  determined  on the date the  Accrued  Benefit  becomes  fully
vested,  as if such date was the Valuation Date for the Limitation Year in which
the termination,  partial  termination,  or complete  discontinuance of Employer
Contributions  or Salary  Deferral  Contributions  occurs.  The Committee  shall
interpret and administer this Section in accord with the intent and scope of the
Treasury regulations promulgated under section 411(d)(3) of the Code.
<PAGE>

------------------------------
End of Article
      
<PAGE>
                                  ARTICLE VIII.

                     TIME AND METHOD OF PAYMENT OF BENEFITS

     8.1 Time of Payment.

     (a)  Retirement.  In the event of early or normal  retirement,  within  the
meaning of Section 7.1 hereof, payment of a Participant's Vested Accrued Benefit
shall  commence as soon as  administratively  feasible  after the Valuation Date
that  coincides  with or next follows the date that the  Participant  terminates
Service,  unless  the  Participant  elects  to  defer  payment  (subject  to the
restrictions of Section 8.4).

     (b) Death or Disability. In the event of death or Disability, except in the
case  of a  distribution  deferred  pursuant  to  Section  8.4,  payment  of the
Participant's  Vested Accrued Benefit shall commence as soon as administratively
feasible  after the Valuation  Date that coincides with or next follows death or
the  determination  by the  Administration  Committee  that the  Participant  is
Disabled.  Notwithstanding  these  provisions,  in the  event of the  death of a
Participant  in which his  spouse  is named as his  Beneficiary,  payment  shall
commence  at such  time as  requested  by  said  spouse,  or,  in the  event  of
Disability, the time requested by the Participant.

     (c) Other  Termination  of Service.  Upon a  Participant's  termination  of
Service for any reason other than retirement,  Disability, or death, the Trustee
shall generally hold the Participant's Vested Accrued Benefit in Trust until the
Participant's  Normal  Retirement  Age, at which time the Trustee shall commence
distribution of the Participant's  Vested Accrued Benefit in accordance with the
provisions of Section 8.1(a) and Section 8.2. However,  a Participant may obtain
earlier  distribution  of his Vested Accrued  Benefit in accordance with Section
8.4.

     (d) Limitation on Time of Payment.  Notwithstanding any contrary provisions
in the Plan,  and unless the  Participant  otherwise  elects,  the Trustee shall
commence distribution of the Participant's Vested Accrued Benefit not later than
60 days  after the close of the Plan Year in which the  latest  occurs:  (i) the
date the Participant  attains Normal  Retirement Age; (ii) the tenth anniversary
of the year in which the Participant  commenced  participation  in the Plan; and
(iii) the date the Participant terminates Service with his Employer.

     (1)  Notwithstanding  the  provisions  above to the  contrary,  the  Vested
Accrued Benefit of each Participant (i) shall be distributed to such Participant
not later than the  Required  Commencement  Date or (ii)  shall be  distributed,
commencing  not later than the Required  Commencement  Date, in accordance  with
Treasury  regulations,  over the life of such  Participant  or over the lives of
such  Participant and his Beneficiary (or over a period not extending beyond the
life expectancy of such  Participant or the life expectancy of such  Participant
and his  Beneficiary).  If  distributions  under  the Plan have  commenced  with
respect to a Participant and the Participant dies before his entire interest has
been distributed to him but after his Required  Commencement Date (except in the
case of certain annuities under Prop. Treas. Reg. ss.  1.401(a)(9)-1  B-5(b), or
its successor, in which case the Participant could have died before or after his
Required  Commencement  Date),  the remaining  portion of such interest
<PAGE>

shall be  distributed  at least as  rapidly  as such  interest  would  have been
distributed  to him  under  the  method  of  distribution  in  effect  under the
immediately preceding sentence at the Participant's death.

     (2) If the  Participant  dies before the  distribution  of his interest has
commenced in accordance with (ii) of the first sentence of the above  paragraph,
or, except as provided above, if distribution of the Participant's  interest has
commenced  but the  Participant  dies prior to his Required  Commencement  Date,
then,  except as provided below, his entire interest shall be distributed to his
Beneficiary  by  December  31 of the  calendar  year  which  contains  the fifth
anniversary  of  the  date  of  the  Participant's  death.  Notwithstanding  the
preceding sentence, unless the designated Beneficiary elects to receive payments
under the preceding  sentence,  if any portion of the Participant's  interest is
payable to (or for the benefit of) a designated  Beneficiary,  then such portion
shall be distributed in accordance  with Treasury  regulations  over the life of
such  designated  Beneficiary  or over a period  not  extending  beyond the life
expectancy  of such  Beneficiary,  commencing  not later than December 31 of the
calendar year  immediately  following the calendar year in which the Participant
died.  Notwithstanding the required commencement date in the preceding sentence,
if the designated  Beneficiary is the surviving spouse of the  Participant,  the
deceased   Participant's  interest  shall  be  distributed  or  commence  to  be
distributed  to such  surviving  spouse on or before the later of the following:
(1) December 31 of the calendar year immediately  following the calendar year in
which the  Participant  died,  and (2) December 31 of the calendar year in which
the Participant would have attained age 70 1/2. However, if the surviving spouse
dies  before  the   distributions  to  such  spouse  commence  (or  before  such
distributions are deemed to commence under Prop. Treas. Reg. ss.  1.401(a)(9)-1,
C-6,  or its  successor),  the  distribution  of the  interest  of the  deceased
Participant  shall be made over such  period,  and shall begin at such time,  as
would be required  under the above rules,  as if the  surviving  spouse were the
Participant.  In applying this rule,  the date of death of the surviving  spouse
shall be substituted for the date of death of the Participant.  However, in such
case, the special surviving spouse death distribution rules are not available to
the  surviving  spouse  of the  deceased  Participant's  surviving  spouse.  For
purposes  of this  Section  ,  except  in the case of a life  annuity,  the life
expectancy of the Participant  and his spouse may be  redetermined  but not more
frequently than annually. In addition, pursuant to regulations prescribed by the
Secretary of the Treasury,  any amount paid to a child of the Participant  shall
be treated as if it had been paid to the surviving  spouse of the Participant if
such amount  will  become  payable to the  surviving  spouse  upon such  child's
attainment of majority (or other  designated  event permitted under  regulations
prescribed  by  the  Secretary  of the  Treasury).  For  the  purposes  of  this
paragraph,    the   term   "Beneficiary"   shall   only   include   individuals.
Notwithstanding  the  foregoing  provisions of this  paragraph,  nothing in this
paragraph  shall  permit any  Participant  or  Beneficiary  to elect any form of
distribution not otherwise  expressly permitted under this Plan; but rather, the
Committee  may at any time  modify  any form of the  distribution  elected  by a
Participant or Beneficiary to ensure compliance with this paragraph.

     (3) In addition to the above rules, any payments payable to the Participant
or his Beneficiary must also satisfy the minimum  incidental death benefit rules
of the Treasury  regulations  promulgated  under section  401(a)(9) of the Code.
Payments  in the  form of a life  annuity  for the life of the  Participant,  or
payments in the form of a  qualified  joint and
<PAGE>

survivor  annuity for the joint lives of the Participant  and his spouse,  shall
automatically satisfy these rules.

     (4) Rules that are  similar to the above rules shall apply in the case that
benefits are provided through an annuity contract.

     (5)   Notwithstanding   any  other   provision   herein  to  the  contrary,
distributions hereunder will be made in accordance with the Treasury Regulations
promulgated  under  section  401(a)(9) of the Code,  including  Treas.  Reg. ss.
1.401(a)(9)-2,  including any  grandfather  or  transitional  rules  thereunder.
Furthermore,  any provisions contained herein which reflect section 401(a)(9) of
the Code  shall  override  any  distribution  options  in the Plan  inconsistent
therewith.

     8.2 Method of Payment.

     After all required accounting adjustments,  the Trustee, in accord with the
direction  of  the   Administration   Committee,   shall  make  payment  of  the
Participant's  Vested Accrued Benefit in cash or in kind (but only to the extent
his  Accounts  are invested in funds that permit  in-kind  distributions),  or a
combination  thereof,  under one of the  following  methods,  as  elected by the
Participant or Beneficiary:

     (a) By payment in a lump sum.

     (b) This Section applies to distributions made on or after January 1, 1993.
Notwithstanding  any contrary provision of the Plan 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 Administration Committee to have any portion
of an eligible  rollover  distribution  paid directly to an eligible  retirement
plan specified by the distributee in a direct  rollover.  The terms used in this
Section are defined as follows:

     (1) Eligible rollover distribution.  Any distribution of all or any portion
of the  balance  to the  credit  of the  distributee,  except  that it does  not
include:

     (A)  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.

     (B) Any  distribution to the extent it is required under section  401(a)(9)
of the Code.

     (C) 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).


     (2) Eligible retirement plan.
<PAGE>

     (A) An individual  retirement  account  described in section  408(a) of the
Code.

     (B) An individual  retirement  annuity  described in section  408(b) of the
Code.

     (C) An annuity plan described in section 403(a) of the Code.

     (D) A qualified  trust described in section 401(a) of the Code that accepts
the distributee's eligible rollover distribution.

     (E)  However,  in  the  case  of an  eligible  rollover  distribution  to a
surviving  spouse,  an  eligible  retirement  plan is an  individual  retirement
account or individual retirement annuity.

     (3) Distributee. A Participant or Former Participant, his surviving spouse,
or his spouse or former  spouse who is the  alternate  payee  under a  Qualified
Domestic Relations Order.

     (4) Direct rollover.  A payment by the Plan to the eligible retirement plan
specified by the distributee.

     (c) With respect to a  Participant  whose  Accounts  under the Plan include
amounts  transferred  to the Plan in  connection  with the  merger  of the Great
Western Employee Savings Incentive Plan with the Plan, and whose  nonforfeitable
balance in the Participant's  Accounts exceeds $5,000, the Participant may elect
that all or a part of his Accounts be distributed  in the form of  approximately
equal annual (or monthly or  quarterly)  installments  (to be paid over a period
not to exceed the lesser of the  Participant's  life expectancy or 15 years). No
Beneficiary  shall  be  allowed  to  elect  installment  payments.   The  amount
distributed on each  installment  date during a Plan Year shall equal the entire
balance as of the prior Plan Year end (excluding any portion of the Account paid
as a lump sum) divided by the number of installments left in the payment period.
Each installment  shall be made, on a prorata basis, from each of the Investment
Funds.  Finally,  a Participant who elects  installments may elect a lump sum on
the remaining balance at any time.

     8.3 Deferral of Payments.

     Should a Participant's  Accounts be retained in the Trust after the date on
which  his  participation  ends  and he has  become a  Former  Participant,  the
Accounts may continue to be treated as a part of the Trust. The Accounts will be
credited (or debited) with their share of the net income (or loss)  attributable
to the  investments  of such Accounts but shall not be credited with any further
Employer Contributions.
<PAGE>

     8.4 Involuntary and Voluntary Payments.

     Notwithstanding the provisions of this Article , if a Participant's  Vested
Accrued  Benefit  does not  exceed  $5,000 at the time he would be  eligible  to
receive a distribution  due to  termination  of Service  (adjusted for any prior
distributions),  the  Administration  Committee  shall  direct  the  Trustee  to
distribute  the  Participant's   Vested  Accrued  Benefit  (including  a  deemed
distribution  of $0) to the Participant or his Beneficiary in a lump sum as soon
as administratively feasible following the Valuation Date that coincides with or
next  follows  the  Participant's  termination  of  Service.  If  value  of  the
Participant's  Vested Accrued  Benefit  exceeds  $5,000  (adjusted for any prior
distributions),   a  Plan  distribution  generally  may  not  occur  before  the
Participant's  Normal  Retirement  Age  (except in the case of death)  unless he
files a written request with the Committee for the payment of his Vested Accrued
Benefit.

     (a) A Participant  may receive a distribution of his Vested Accrued Benefit
that exceeds $5,000 (adjusted for any prior  distributions)  by filing a request
with the  Committee  for  payment to be made soon as  administratively  feasible
after the Valuation Date following the Committee's  receipt of said request.  In
connection with such request,  the Committee shall provide the Participant  with
written notice of his right to consent to such  distribution,  as required under
the Code, no more than 90 days prior to the date the distribution is made.

     (b) If the distribution is one to which sections  401(a)(11) and 417 of the
Code  do  not  apply,  such  distribution  may,  if  otherwise  administratively
feasible,  commence  immediately after the Committee  provides written notice to
the  Participant  of his  right to  consent  to a  distribution  prior to Normal
Retirement Age (as required by Treas. Reg. ss. 1.411(a)-11(c)), provided that:

     (1) the Committee  clearly informs the Participant of his right to a 30 day
period to  consider  whether  or not to elect a  distribution  and  distribution
option; and

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

     (c) Upon the Participant's  death after termination of Service,  payment of
his Vested Accrued Benefit shall be made in accordance with Section 8.1(b).

     8.5 Qualified Domestic Relations Orders.

     The  Administration  Committee  shall establish  reasonable  procedures for
determining  the  existence  of a  Qualified  Domestic  Relations  Order  and to
administer  distributions  under  the  same.  In the  event  that the  Committee
receives a written  order that  purports  to be a Qualified  Domestic  Relations
Order, the following procedures shall apply:

     (a) The Committee shall promptly notify the appropriate Participant and any
purported  Alternate  Payee of the  receipt  of such  order and the  Committee's
procedures for determining  whether such order is a Qualified Domestic Relations
Order.

     (b) During any period in which it is being determined (by the Committee, by
a court of  competent  jurisdiction,  or  otherwise)  if an order is a Qualified
Domestic Relations
<PAGE>

Order, the Committee shall direct the Trustee to segregate in a separate account
or in an escrow account the amount that would have been payable to the Alternate
Payee during such period if the order is determined  to be a Qualified  Domestic
Relations Order.

     (c) If the order (or modification  thereof) is determined to be a Qualified
Domestic  Relations  Order  within 18 months,  the  Committee  shall  direct the
Trustee to pay the segregated  account (and any earnings or interest thereon) or
the balance held in the escrow  account,  as applicable,  to the Alternate Payee
according to the provisions of the Qualified Domestic Relations Order, or in the
form elected by the Alternate Payee under the Plan. An Alternate Payee may elect
to  receive  a  distribution  as soon as  administratively  feasible  after  the
Committee has determined that an order is a Qualified Domestic Relations Order.

     (d) If,  within the aforesaid 18 month  period,  it is determined  that the
order is not a Qualified  Domestic Relations Order, or if such determination has
not been  made,  the  Committee  shall pay the  amounts  in the said  segregated
account or escrow account,  including interest,  to the person(s) who would have
been entitled to such amounts if there had been no such order.

     (e) Any determination that an order is a Qualified Domestic Relations Order
which is made after the close of the  aforesaid 18 month period shall be applied
prospectively only.

     8.6 Payment in the Event of Legal Disability.

     Payments to any Participant,  Former  Participant,  or Beneficiary shall be
made to the recipient  entitled thereto in person or upon his personal  receipt,
in form  satisfactory  to the  Committee,  except  when the  recipient  entitled
thereto  shall be under a legal  disability,  or,  in the sole  judgment  of the
Committee, shall otherwise be unable to apply such payment in furtherance of his
own  interest  and  advantage.  The  Committee  may, in such event,  in its sole
discretion,  direct all or any portion of such payments to be made in any one or
more of the following ways:

     (a) To such person directly;

     (b) To the guardian of his person or his estate;

     (c) To a relative or friend of such person, to be expended for his benefit;
or

     (d) To a custodian for such person under any Uniform Gifts to Minors Act.

     The decision of the Committee,  in each case, will be final,  binding,  and
conclusive upon all persons ever interested  hereunder.  The Committee shall not
be obliged to see to the proper  application  or  expenditure  of any payment so
made. Any payment made pursuant to the power herein conferred upon the Committee
shall operate as a complete  discharge of all obligations of the Trustee and the
Committee, to the extent of the distributions so made.
<PAGE>

     8.7 Accounts Charged.

     The Committee  shall charge all  distributions  made to a Participant or to
his Beneficiary  from his Accounts  against the Accounts of the Participant when
made.

     8.8 Payments Only from Trust.

     All benefits of the Plan shall be payable solely from the Trust and neither
the Employer,  Committee, nor Trustee shall have any liability or responsibility
therefor except as expressly provided herein.

     8.9 Unclaimed Account Procedure.

     Neither the Trustee nor the  Administration  Committee  shall be obliged to
search for or ascertain the whereabouts of any  Participant or Beneficiary.  The
Committee,  by certified or registered  mail addressed to his last known address
of record with the Committee or the Employer,  shall notify any  Participant  or
Beneficiary  that he is  entitled  to a  distribution  under this Plan,  and the
notice shall state the  provisions  of this  Section.  If (i) the  Participant's
Vested  Accrued  Benefit is (a) $3,500 or less or (b) greater than $3,500 and he
has attained  Normal  Retirement  Age, and (ii) the  Participant  or Beneficiary
fails to claim his  benefits  or make his  whereabouts  known in  writing to the
Committee within the earlier of (i) the date that is immediately  prior to three
years (adjusted  according to the abandonment  period of the escheat laws of the
applicable  state)  after  the  date of  notification,  or  (ii)  the  date  the
Participant  attains the Required  Commencement  Date,  the Plan benefit of such
Participant or Beneficiary  will be treated as follows (to the extent  otherwise
permitted under ERISA or the Code):

     (a) If the whereabouts of the Participant is unknown but the whereabouts of
the Participant's  Beneficiary then is known to the Committee, the Committee may
direct the Trustee to make distribution to the Beneficiary.

     (b) If the  whereabouts  of the  Participant  and his  Beneficiary  then is
unknown  to the  Committee,  but the  whereabouts  of one or more  relatives  by
adoption,  blood, or marriage of the Participant is known to the Committee,  the
Committee may direct the Trustee to distribute the Participant's benefits to any
one  or  more  of  such  relatives  and in  such  proportions  as the  Committee
determines.

     (c) If the  Committee  does not know the  whereabouts  of any of the  above
persons  within the time limits  prescribed  above,  then the  benefit  shall be
treated as a Forfeiture hereunder, provided that the benefit shall be reinstated
in the event that the  Participant or Beneficiary  ever makes a claim  therefor.
Either upon or prior to the  occurrence of the  Forfeiture  under this Section ,
the Committee may then notify the Social Security Administration or the Internal
Revenue Service Disclosure Staff of the Participant's (or Beneficiary's) failure
to claim the distribution to which he is entitled. The Committee may request the
Social Security  Administration or the Internal Revenue Service Disclosure Staff
to notify the Participant (or  Beneficiary) in accordance with the procedures it
has established for this Purpose.

     (d) While payment is pending,  the Committee may direct the Trustee to hold
the Participant's benefits in a segregated account invested at the discretion of
the Committee.  However,  after a Forfeiture has occurred under this Section , a
Participant or Beneficiary  who seeks a  reinstatement  of the forfeited  amount
shall only be entitled to the minimum return
<PAGE>

required by law (which may be 0%). The  segregated  account shall be entitled to
all income it earns and shall bear all expense  and loss it incurs.  Any payment
made pursuant to this  provision  shall  operate as a complete  discharge of all
obligations of the Trustee and the Committee, to the extent of the distributions
so made.

     8.10 Restrictions on Distributions.

     Notwithstanding  anything to the contrary  above,  a  Participant's  Salary
Deferral Account,  and any amounts in any other employer  contribution  accounts
attributable  to Qualified  Employer  Contributions,  and any earnings  thereon,
shall not be distributed before the first to occur of the following events:

     (a) the Participant's retirement;

     (b) his death;

     (c) his permanent disability;

     (d) his separation from service;

     (e) his attainment of age 59 1/2;

     (f) with  respect to a  Participant's  Salary  Deferral  Contributions  and
pre-1989 earnings thereon only, his incurring a financial hardship;

     (g) the  termination of the Plan,  provided that neither the Employer nor a
Related Employer maintains a successor plan;

     (h) the disposition,  to a corporation that is not a Related  Employer,  of
substantially  all of the assets (within the meaning of Code section  409(d)(2))
used by the  Employer  in the  trade or  business  in which the  Participant  is
employed, provided that the Participant continues employment with the transferee
corporation and the Employer continues to maintain the Plan; or

     (i) the disposition,  to a corporation that is not a Related  Employer,  of
the  Employer's  interest in a subsidiary in which the  Participant is employed,
provided that the Participant  continues  employment with the subsidiary and the
Employer continues to maintain the Plan.

     A  distribution  may be  made  under  (g),  (h),  or (i)  above  only if it
constitutes a total distribution of the Participant's  entire account balance in
all Accounts and the account  balances under any other  profit-sharing  plans of
the Employer or a Related Employer.

     8.11 Securities Law Restrictions.

     If at  the  time  shares  of  Company  Stock  are  to be  distributed  to a
Participant  (or,  in the event of his death,  his  Beneficiary),  to the extent
deemed   necessary   or   desirable  by  the   Administration   Committee,   the
Administration  Committee may, as a condition  precedent to the  distribution of
such shares,  require from the  Participant  (or his  Beneficiary)  such written
representations, if any, concerning his (or their) intentions with regard
<PAGE>

to the retention or disposition  of the Company Stock being  distributed or such
written  covenants  and  agreements,  if  any,  as to the  manner  of  any  such
disposition of such shares as, in the opinion of the  Administration  Committee,
may be necessary to ensure that any such disposition by such Participant (or his
Beneficiary)  will not result in a violation of the  Securities  Act of 1933, as
amended,  or any  similar  or  superseding  statute  or  statutes,  or any other
applicable  statute,  statutes,  or regulations then in effect.  The Trustee may
stamp or  imprint  on the stock  certificates  issued to a  Participant  (or his
Beneficiary) pursuant to a distribution from the Trust a legend referring to the
provisions of the  immediately  preceding  sentence and to any  representations,
covenants,  or agreements  made by the  Participant  (or his  Beneficiary)  with
respect thereto.


------------------------------
End of Article

<PAGE>
                                   ARTICLE IX.

                             IN-SERVICE WITHDRAWALS

     9.1 In-Service Withdrawal From Accounts.

     To the extent  permitted by this Article IX, a Participant may withdraw any
amount from his Accounts not in excess of his Vested Accrued Benefit by filing a
written request for a withdrawal in accordance with the rules established by the
Administration  Committee. The payment of the amount to be withdrawn shall occur
as soon as  administratively  feasible on or after the Valuation  Date following
receipt and approval of such request.

     9.2 Hardship Withdrawals.

     (a) General.  A Participant  shall be entitled to make withdrawals from his
Accounts  prior to  termination  of  Service  in the  case of and to the  extent
required  by a  hardship,  subject to the  limitations  and  conditions  of this
Section.  A "hardship"  shall exist if a  withdrawal  is necessary to satisfy an
immediate  and  heavy  financial  need of the  Participant,  and is in an amount
necessary to satisfy the financial need.

     (1) Subject to the limitations stated herein, any hardship withdrawal shall
first be made pro rata from the Participant's Accounts.

     (2) Hardship  withdrawals from a Participant's  Salary Deferral Account are
limited to the Participant's total Salary Deferral  Contributions as of the date
of  the  withdrawal,  plus  amounts  treated  as  such  under  Treas.  Reg.  ss.
1.401(k)-1(b)(5)  and earnings on all such amounts through December 31, 1988 (or
the market value of the Participant's Salary Deferral Account, if less) less the
amount of previous hardship withdrawals. These limitations also apply to amounts
that are attributable to salary reduction  contributions and qualified  employer
contributions or qualified employer  contributions made to another plan in which
the Participant  participated that are received by the Trust in a trust-to-trust
transfer described in Section 5.4(b).

     (3) Hardship  determinations  shall be made  according to the standards set
forth below in  subsections  (b) and (c). These  standards  shall be modified in
accordance  with  revenue  rulings,  notices,  and other  documents  of  general
applicability  published by the Internal  Revenue  Service to expand the list of
deemed   immediate  and  heavy  financial  needs  and  additional   methods  for
distributions to be deemed necessary to satisfy an immediate and heavy financial
need.

     (b) Immediate and Heavy  Financial  Need. The existence of an immediate and
heavy  financial  need  shall be  determined  by the  Committee  on the basis of
relevant facts and circumstances.  A financial need shall not fail to qualify as
immediate  and heavy merely  because  such need was  reasonably  foreseeable  or
voluntarily  incurred  by the  Participant.  A hardship  will be deemed to be on
account of an immediate and heavy  financial  need if it is on account of one or
more of the following:
<PAGE>

     (1) Medical  expenses  described in section  213(d) of the Code  previously
incurred by the Participant,  the Participant's spouse, or any dependents of the
Participant  (as  defined in  section  152 of the Code) or  necessary  for those
persons to obtain medical care described in section 213(d) of the Code.

     (2) Costs directly related to the purchase of a principal residence for the
Participant, excluding mortgage payments.

     (3) Payment of tuition and related  educational fees for the next 12 months
of post-secondary  education for the Participant,  the Participant's spouse, the
Participant's children, or the Participant's  dependents (defined in section 152
of the Code).

     (4) The need to prevent the (a) eviction of the Participant from his or her
principal  residence,  or (b)  foreclosure on the mortgage of the  Participant's
principal residence.

     (c) Withdrawal  Necessary to Satisfy  Financial  Need. A withdrawal must be
necessary to satisfy a financial need described in subsection (b), determined on
the  basis of all  relevant  facts and  circumstances,  to the  extent  that the
financial  need  cannot be relieved  from other  resources  that are  reasonably
available to the Participant.

     (1) The  Participant's  resources are deemed to include those assets of the
Participant's  spouse and minor children that are  reasonably  available to him.
However,  property held for the  Participant's  minor child under an irrevocable
trust or under the Uniform Gifts to Minors Act will not be treated as a resource
of the Participant.

     (2) The amount of an immediate and heavy financial need may include amounts
necessary  to pay federal,  state or local income taxes or penalties  reasonably
anticipated to result from the withdrawal.

     (3) The Committee may rely upon the Participant's  written  representation,
unless it has actual knowledge to the contrary,  that the need cannot reasonably
be relieved by any of the following;  provided,  however,  that the  Participant
need not seek relief  through the  following  if the result would be to increase
the amount of the need:

     (A) Through reimbursement or compensation by insurance or otherwise.


     (B) By liquidation of the Participant's assets.


     (C) By cessation of Salary Deferral Contributions or Employee Contributions
under the Plan.

<PAGE>

     (D) By other  distributions or nontaxable  loans currently  available under
all plans maintained by the Employer or a Related Employer, or by borrowing from
commercial  sources on reasonable  commercial  terms in an amount  sufficient to
satisfy the need.


     (d) No  Redeposit  of  Hardship  Withdrawal.  A  Participant  shall  not be
permitted  to  recontribute  to or  redeposit in his Accounts any portion of the
amounts withdrawn by reason of hardship.

     9.3 Employee Contributions.

     A Participant  who is employed by an Employer has a continuing  election to
withdraw all or any portion of his Vested Accrued  Benefit  attributable  to his
Employee Contribution Account at any time.

     9.4 Pre-1987 Matching Contributions.

     A Participant  who is employed by an Employer has a continuing  election to
withdraw all or any portion of his Vested Accrued  Benefit  attributable  to his
Washington  Mutual Savings Bank Incentive Savings Employer Matched Account value
as of December 31, 1986,  provided that either (i) he has been a Participant for
five  years or more,  or (ii)  such  amounts  have been held in the Trust for at
least two years.

     9.5 Age 59 1/2.

     Upon attainment of age 59 1/2, a Participant who is employed by an Employer
has a continuing  election to withdraw all or any portion of his Vested  Accrued
Benefit.

     9.6 IBM/ISSC Transaction.

     If a  Participant  terminates  Service in connection  with an  out-sourcing
agreement  entered  into  by  the  Company  and  Integrated   Systems  Solutions
Corporation ("ISSC"),  an affiliate of International  Business Machines ("IBM"),
on April 3, 1996, but has not incurred a "separation  from service" as described
in Section  8.10(d),  he may withdraw the portion of his Vested Accrued  Benefit
that is attributable solely to his Matching Account,  Profit Sharing Account and
Rollover  Account,  provided that he has not otherwise  satisfied the conditions
for distributions specified in Section 8.10.

     9.7 Loans Relating to Merged Plans.

     Generally, the Plan does not loan Plan assets to Participants. From time to
time,  however,  the Plan  acquires  Participant  loans in  connection  with the
transfer of assets from a qualified  plan of an acquire  entity or the merger of
another  qualified plan. Such loans are called Acquired  Participant  Loans. The
Acquired   Participant   Loans   are   identified   on   Appendix   A.   hereto.

------------------------------
End of Article

<PAGE>

                                   ARTICLE X.

                            TOP HEAVY PLAN PROVISIONS

     10.1 Top Heavy Rules Applied.

     Notwithstanding any provisions of this Plan to the contrary, if the Plan is
a Top Heavy Plan during any Plan Year,  the  provisions  of this Article X shall
apply.

     10.2 Additional Definitions.

     The following definitions apply only for purposes of this Article X:

     (a)  "Aggregation  Employee"  shall mean any  employee  of the  Aggregation
Employer,  including any leased employees  (within the meaning of section 414(n)
of  the  Code).  For  this  purpose,  an  individual  formerly  employed  by  an
Aggregation Single Employer shall be deemed an Aggregation Employee.

     (b) "Aggregation  Employer" shall mean the Employer and all other employers
aggregated pursuant to sections 414(b), (c) or (m) of the Code.

     (c)  "Aggregation  Single  Employer"  shall mean an employer  that sections
414(b),  414(c),  and 414(m) of the Code require be aggregated with the Employer
and other employers and treated as a single employer.

     (d)  "Determination  Date" shall mean,  with respect to any plan year,  the
last day of the preceding plan year,  except in the case of the first plan year,
in which event the  Determination  Date shall be the last day of such plan year.
Whenever it is  necessary  to  determine  the value of accrued  benefits as of a
given  Determination  Date,  such value shall be  determined as of the Valuation
Date that immediately precedes the Determination Date.

     (e)  "Key  Employee"  shall  mean  any   Aggregation   Employee  or  former
Aggregation  Employee  (including any deceased  employee) who at any time during
the current plan year or any of the four preceding plan years, is or was:

     (1) An officer of the Aggregation  Employer  having an annual  Compensation
greater than 50% of the dollar  limitation in effect under section  415(b)(1)(A)
of the Code for the calendar year in which the plan year ends;

     (2) One of the ten  employees  of an  Aggregation  Single  Employer  having
annual  compensation for the plan year from such Aggregation  Single Employer of
more than the dollar limitation in effect under section 415(c)(l)(A) of the Code
and owning (or  considered  as owning  within the  meaning of section 318 of the
Code) or having owned during the plan year containing the Determination  Date or
any of the four immediately  preceding plan years both more than a 1/2% interest
and the largest interests in such Aggregation  Single Employer,  and if two such
employees  have the same  interest  in the  employer,  the  employee  having the
greater  annual  compensation  from the  employer  shall be  treated as having a
larger interest;
<PAGE>

     (3) A 5% owner of an Aggregation Single Employer or

     (4) A 1% owner of an Aggregation  Single  Employer  having  compensation of
more than $150,000.

     In addition,  the term "Key  Employee"  shall mean the  beneficiary  of any
Aggregation  Employee  or  former  Aggregation  Employee  defined  above in this
Section as being a Key Employee.

     For the  purposes of  determining  which  Aggregation  Employees  or former
Aggregation Employees, if any, are or were officers of the Aggregation Employer,
whether an individual is an officer shall be based on his responsibilities  with
respect to the Aggregation  Single Employer or Aggregation  Employers by whom he
is directly employed, and of such individuals initially deemed officers, no more
than 50 Aggregation  Employees,  or, if lesser, the greater of three Aggregation
Employees or 10% of the Aggregation Employees of the Aggregation Employer, shall
be treated as officers. In addition, for plan years beginning after February 28,
1985, sole proprietorships,  partnerships,  associations,  corporations, trusts,
and  labor   organizations  may  have  officers;   and  any  person  who  is  an
administrative  executive in regular and  continued  service  shall be deemed an
officer,  subject to the above  limitations.  For  purposes of  determining  the
number of officers  taken into account under clause (i),  Aggregation  Employees
that are described in section 414(q)(8) of the Code shall be excluded.

     The number of employees that the Aggregation Employer has for the plan year
containing the  Determination  Date with respect to a plan shall be the greatest
number of employees the Aggregation Employer had during that plan year or any of
the  preceding  four plan years.  A "5% owner"  shall mean,  if the  Aggregation
Single  Employer  is a  corporation,  any person who owns (or is  considered  as
owning  within  the  meaning  of  section  318 of the Code)  more than 5% of the
outstanding  stock of the Aggregation  Single Employer or stock  possessing more
than 5% of the  total  combined  voting  power of all  stock of the  Aggregation
Single  Employer and, if the  Aggregation  Single Employer is not a corporation,
any  employee  who owns more than 5% of the  capital or profits  interest in the
Aggregation Single Employer.  A "1% owner" shall mean, if the Aggregation Single
Employer  is a  corporation,  any  person who owns (or is  considered  as owning
within the meaning of section  318 of the Code) more than 1% of the  outstanding
stock of the Aggregation Single Employer or stock possessing more than 1% of the
total combined voting power of all stock of the Aggregation Single Employer and,
if the Aggregation  Single Employer is not a corporation,  any employee who owns
more than 1% of the  capital  or  profits  interest  in the  Aggregation  Single
Employer.  For purposes of applying the attribution  rules of section 318 of the
Code, section 318(a)(2)(C) of the Code shall be applied by substituting "5%" for
"50%"  each time that term  appears  in said  section.  In the case of an entity
other than a corporation,  ownership shall be attributed as under section 318 of
the Code,  except that capital or profits  interests  shall be  substituted  for
stock  interests.  If an employee's  ownership  interest in an employer  changes
during a plan year,  his  ownership  interest  for such plan year is the largest
interest he owned at any time during the year. An Employee or individual  who is
not described above as being a Key Employee, including a former Key Employee, is
not a Key Employee.
<PAGE>

     (f)  "Permissive  Aggregation  Group" shall mean a plan or a group of plans
that must be aggregated in the Required  Aggregation Group and any other plan or
plans of an  Aggregation  Employer  if the group  would  continue to satisfy the
requirements of sections 401(a)(4) and 410 of the Code with such additional plan
being  taken into  account.  Benefits  under such plans shall be  aggregated  by
adding  together  the  present  values  of  the  accrued  benefits   (determined
separately  for each  plan as of each  plan's  Determination  Date)  and  adding
together the results for each plan as of the Determination  Dates for such plans
that fall within the same calendar year.

     (g) "Plan" shall mean a plan that  satisfies  the  requirements  of section
401(a) of the Code.

     (h) "Plan Year" shall mean the plan year of a plan of an Aggregation Single
Employer.

     (i) "Required  Aggregation Group" shall mean a group of plans consisting of
(i) each plan of the Aggregation  Employer in which a Key Employee  participates
during  the plan year  containing  the  Determination  Date for such plan or has
participated  during any of the  immediately  preceding four plan years and (ii)
any other plan of the  Aggregation  Employer  that  enables any of such plans to
satisfy the requirements of section 401(a)(4) or 410 of the Code. Benefits under
such plans shall be  aggregated  by adding  together  the present  values of the
accrued  benefits  (determined  separately  for  each  plan  as of  each  plan's
Determination  Date) and adding  together  the  results  for each plan as of the
Determination Dates for such plans that fall within the same calendar year.

     (j) "Top Heavy  Plan" shall mean the Plan for a given Plan Year if the Plan
is not a member of a  Required  Aggregation  Group  (because  there are no other
plans that must be aggregated  with the Plan) and if the sum  (determined  as of
the  Determination  Date for the Plan) of the  present  value of the  cumulative
Accrued Benefits (determined in accordance with Treas. Reg. ss. 1.416-1) for Key
Employees  of the  Employer  exceeds  60% of a similar  sum  determined  for all
Employees.  If for a  given  Plan  Year  the  Plan  is a  member  of a  Required
Aggregation  Group, the Plan shall be a Top Heavy Plan for such Plan Year if, as
of the  Plan's  Determination  Date  for  such  Plan  Year,  both  the  Required
Aggregation Group and the Permissive Aggregation Group that include the Plan are
Top Heavy  Groups  (herein  so  called).  A "Top  Heavy  Group" is any  Required
Aggregation  Group or Permissive  Aggregation Group if the sum (determined as of
the  Determination  Dates for the plans in such group that fall  within the same
calendar year) of (i) the present value of the accrued  benefits  (determined in
accordance  with Treas.  Reg. ss.  1.416-1) for Key Employees  under all defined
benefit  plans  (within the meaning of section  414(j) of the Code)  included in
such group and (ii) the accrued  benefits  (determined in accordance with Treas.
Reg. ss. 1.416-1) of Key Employees under all defined  contribution plans (within
the meaning of section 414(i) of the Code) included in such group exceeds 60% of
a similar  sum  determined  for all  Aggregation  Employees.  For the purpose of
determining  the  present  value of the  accrued  benefit of any  employee,  the
present value shall be increased, as required by Treas. Reg. ss. 1.416-1, by the
aggregate distributions made with respect to such Employee under the plan during
the five year period ending on the  Determination  Date for such plan, and under
any  terminated  plan  that,  if it had not been  terminated,  would  have  been
included  in the  Required
<PAGE>

Aggregation Group. Notwithstanding the foregoing provisions of this Section , if
any individual has not performed services for any employer  maintaining the plan
at any time during the five year  period  ending on the  Determination  Date for
such plan,  any  accrued  benefit for such  individual  (and the account of such
individual) shall not be taken into account.

     Except to the  extent  provided  in  Regulations  of the  Secretary  of the
Treasury,  any  Rollover  Contribution  (or similar  transfer)  initiated  by an
Employee and made after  December  31,  1983,  to a plan shall not be taken into
account with respect to the transferee plan for purposes of determining  whether
such plan is a Top Heavy Plan (or whether any  aggregation  group which includes
such plan is a Top Heavy  Group).  If any  individual is not a Key Employee with
respect  to a plan  in the  aggregation  group  for  any  plan  year,  but  such
individual  was a Key Employee with respect to a plan in the  aggregation  group
for any prior plan year,  any accrued  benefit for such Employee and the account
of such employee shall not be taken into consideration in making a determination
of the top heavy  status of the plan.  Each plan in a Top Heavy  Group  shall be
deemed a Top Heavy Plan.

     (k) "Super Top Heavy Plan" shall mean a Top Heavy Plan if the plan would be
a Top Heavy  Plan if "90%" were  substituted  for "60%" each place it appears in
Section 10.2(j) above.

     10.3 Additional Limitation - Defined Benefit Plan.

     (a) Super Top Heavy Plan Years.  If during a Plan Year this Plan is a Super
Top Heavy Plan and a  Participant  also  participates  in one or more  qualified
defined  benefit  plans  (within  the  meaning  of  section  414(j) of the Code)
maintained by the Employer or a Related  Employer,  the maximum amount otherwise
allocable  to his  Accounts  under  Section  6.4 for any  Limitation  Year  that
contains  any  portion  of the Plan Year  during  which this Plan is a Super Top
Heavy Plan shall be reduced to the extent  necessary  to ensure  that the sum of
the Defined  Benefit  Fraction  (within  the meaning of Section  6.9(c)) for the
Limitation Year plus the Defined  Contribution  Fraction  (within the meaning of
Section  6.9(c)) for the  Limitation  Year does not exceed 1.0. For this purpose
the Defined  Benefit  Fraction shall have a denominator  that shall be an amount
equal  to the  lesser  of:  (i) the  product  of 1.0  multiplied  by the  dollar
limitation  in effect for such year under  section  415(b)(1)(A)  of the Code or
(ii) the product of 1.4  multiplied by the amount that may be taken into account
for such  year  under  section  415(b)(1)(B)  of the Code with  respect  to such
Participant.  The Defined  Contribution  Fraction shall have a denominator  that
shall be the sum of the  lesser of the  following  amounts  determined  for each
defined contribution plan maintained by the Employer or a Related Employer as of
the close of the Limitation Year and in which the Participant has an account for
the  Limitation  Year and for each prior year of service with the Employer:  (i)
the product of 1.0  multiplied by the dollar  limitation in effect for such year
under section  415(c)(1)(A)  of the Code  (determined  without regard to section
415(c)(6) of the Code) or (ii) the product of 1.4  multiplied by the amount that
may be taken into account under section 415(c)(1)(B) of the Code with respect to
such individual under such defined contribution plans for the Limitation Year.

     (b) Top Heavy  Plan  Years.  If during a Plan Year this Plan is a Top Heavy
Plan but not a Super Top Heavy Plan,  the  provisions  of Section  10.3(a) shall
nevertheless  be
<PAGE>

applicable  to the Plan and the Plan  shall be deemed a Super Top Heavy Plan for
the  purposes  of Section  10.3(a)  if either of the  following  conditions  are
satisfied:

     (1) The  Employer  fails to make a  contribution  for the Plan Year for the
benefit of each non-Key Employee  Participant who is employed by the Employer on
the last day of the Plan Year; or

     (2) The Employer's  contribution for the Plan Year allocated to any non-Key
Employee's Employer contribution  accounts,  when aggregated with the amounts of
the  Employer's  contributions  for the  Plan  Year  allocated  to such  non-Key
Employee's  accounts  under all other  defined  contribution  plans  (within the
meaning of section  414(i) of the Code)  maintained  by the  Employer,  and when
expressed as a percentage of such non-Key  Employee's  Compensation for the Plan
Year,  is less  than  the  lesser  of:  (i) 4% or (ii) the  "highest  applicable
percentage  for the Plan  Year." For  purposes  of this  Section , the  "highest
applicable  percentage for the Plan Year" is the greatest percentage that can be
obtained  with  respect to the group of Key Employee  Participants  for the Plan
Year as a result of dividing with respect to each Key Employee  Participant  (i)
the aggregate  for the Plan Year of the  Employer's  contributions  allocated to
such Key Employee  Participant's  Employer  contribution account and to such Key
Employee  Participant's  accounts  under all other  defined  contribution  plans
(within the meaning of section 414(i) of the Code) maintained by the Employer by
(ii) such Key Employee Participant's Compensation for the Plan Year.

     (c) Special Rule. Notwithstanding the foregoing provisions of this Section,
if for any Plan Year the Plan is a Top Heavy Plan or Super Top Heavy  Plan,  the
sum of the Defined Benefit  Fraction  (within the meaning of Section 6.9(c)) and
the Defined  Contribution  Fraction (within the meaning of Section 6.9(c)) for a
Limitation  Year may in the case of a Participant  exceed 1.0 (but not l.25) if,
but only if, there are no further benefit accruals for that individual under any
defined  benefit  plan  (within  the  meaning  of  section  414(j)  of the Code)
maintained by the Employer or a Related Employer and no further annual additions
(within the meaning of section  415(c)(2) of the Code) for that individual under
any defined contribution plan (within the meaning of section 414(i) of the Code)
maintained  by the  Employer  or any  Related  Employer  until  the  sum of such
fractions satisfies the rules of section 415(e) of the Code using the 1.0 factor
for that individual.

     10.4 Minimum Benefit.

     Notwithstanding the provisions of Article VI, and except as provided in the
last  paragraph  of this  Section , during any Plan Year in which this Plan is a
Top Heavy Plan, the Employer shall make an aggregate  contribution  to this Plan
and any Related Plan for the benefit of each  Participant who is an Employee and
is not a Key Employee and who was in the Service of the Employer on the last day
of the Plan Year in an amount  which  when  allocated  to the  accounts  of each
Participant who is not a Key Employee and expressed as a percentage of each such
Participant's compensation, is equal to or exceeds the lesser of: (i) 3% of such
non-Key  Employee  Participant's  compensation;  or  (ii) a  percentage  of such
non-Key Employee Participant's compensation,  such percentage being equal to the
percentage  at which  contributions  and  Forfeitures  are made  under  the Plan
(including Salary Deferral Contributions) for such year for the Key Employee for
whom such  percentage  is the  highest.  The amount to be  allocated  to non-Key
Employee  Participants  pursuant to this Section 10.4 shall  include any
<PAGE>

amounts  otherwise  allocable  under  Section 6.4  (except  for Salary  Deferral
Contributions)   and  shall  not  be  in  addition   thereto.   Salary  Deferral
Contributions cannot be used to satisfy the minimum contribution requirement for
non-Key Employees under this Section.  An Employee who is not a Key Employee may
not fail to accrue a minimum  benefit under this Section because either (1) such
Employee is otherwise excluded from participation (or accrues no benefit) merely
because  the  Employee's  Compensation  is less than a stated  amount or (2) the
Employee is otherwise excluded from participation (or accrued no benefit) merely
because of a failure to make mandatory Employee contributions.

     For  Plan  Years  beginning  after  December  31,  1988,   Salary  Deferral
Contributions  allocated to non-Key  Employees shall be disregarded for purposes
of determining minimum benefits under this Section 10.4.

     Notwithstanding  the preceding  provisions of this Section, if the Employer
maintains during a Plan Year two or more defined  contribution plans (within the
meaning of section 414(i) of the Code), one of which is a money purchase pension
plan  (within  the meaning of Treas.  Reg.  ss.  1.401-1(b)(1)(i)),  the minimum
Employer  Contribution  and  benefits  required by this Section 10.4 on behalf a
Participant  who is not a Key  Employee and who  participates  in both the money
purchase  pension  plan and this Plan shall,  unless  provided  otherwise in the
money purchase  pension plan, be provided under the money purchase  pension plan
to the extent such plan  provides  for an employer  contribution  sufficient  to
satisfy such  minimum,  and only to the extent that such minimum is not provided
under  the  money  purchase  pension  plan  shall any  portion  of such  minimum
contribution  and  benefits  be  provided  under this Plan.  If the  Participant
participates in two or more such defined  contribution  plans that are not money
purchase pension plans and one of such plans requires employer contributions for
a plan year but the other plan does not  require  employer  contributions  for a
plan year,  the minimum  Employer  Contribution  and  benefits  required by this
Section shall be provided under the plan that requires  employer  contributions,
and only to the extent such minimum is not  provided  under such plan shall such
minimum  be  provided  under  the plan or  plans  that do not  require  employer
contributions.  If during a Plan Year,  the Employer  maintains  this Plan and a
defined  benefit plan  (within the meaning of section  414(j) of the Code) and a
Participant who is not a Key Employee  participates in both of such plans,  then
if such  Participant is entitled to accrue a benefit under such defined  benefit
plan with respect to such Plan Year, and such  Participant has accrued a benefit
equal to or in excess of 2%  multiplied  by his  number of years of  Eligibility
Service (as defined in Section  3.2)  (excluding  years of  Eligibility  Service
accrued during Plan Years, if any, commencing prior to January 1, 1984, and Plan
Years  during  which  the  Plan  was not a Top  Heavy  Plan)  multiplied  by the
Participant's  average  compensation  during the five  consecutive  year  period
during which the Participant had the greatest  aggregate  compensation  from the
Employer,  the  Employer  shall not be required to provide for such  Participant
under this Plan the minimum benefit otherwise  required under this Section 10.4;
provided,  however,  that if this Plan  requires  or is  amended  to  require an
Employer  Contribution  for a Plan Year, the minimum  benefit  accrual under the
defined  benefit plan shall be offset by the benefits  provided  under this Plan
for such Plan Year as provided in Treas. Reg. ss. 1.416-1, M-12. If this becomes
a Top  Heavy  Plan for a Plan  Year,  but not a Super Top  Heavy  Plan,  and the
Employer makes contributions on behalf of a Participant under both this Plan and
a defined  benefit plan  (within the meaning of section  414(j) of the Code) and
the Employer  wishes to use a factor of 1.25 rather than 1.0 as a limitation  on
the sum of the  Defined  Contribution  Fraction  (within  the meaning of Section
6.9(c)) and Defined Benefit
<PAGE>

Fraction  (within the meaning of Section  6.9(c)) for the Limitation  Year, then
the defined  benefit  plan  minimum  benefit  accrual  specified  above shall be
increased by one percentage point (up to a maximum of ten percentage points) for
each year of  Eligibility  Service  (within the  meaning of Section  3.2) within
which a Plan Year during which this Plan was a Top Heavy Plan or Super Top Heavy
Plan ended; provided that no such year of Eligibility Service completed during a
Plan Year beginning prior to January 1, 1984, shall be counted for such purpose.
Nothing in this Section shall prohibit the Employer from making contributions in
excess of the minimums stated herein provided such  contributions  are otherwise
in  accordance  with the  provisions of the Plan or other plan pursuant to which
they are made.

     10.5 Termination of Service Prior to Normal Retirement Age.

     If during any Plan Year a  Participant  has  performed at least one Hour of
Service for the  Employer and the Plan is a Top Heavy Plan,  such  Participant's
nonforfeitable  right to a percentage of his Accrued Benefit attributable to his
Matching  Account and Profit Sharing Account upon termination of Service for any
reason before Normal  Retirement Age (except death or Disability) shall be based
upon his years of Vesting Service in accordance with the following schedule:

                    Years of                               Percent
                  Vesting Service                          Vested
                  ---------------                          ------

                 Less than 2                                  0%
                           2                                 25%
                           3                                 50%
                           4                                 75%
                   5 or more                                100%


     Notwithstanding  any of the  foregoing,  if during  any prior Plan Year the
Plan was a Top Heavy Plan and in any subsequent  Plan Year the Plan ceases to be
a Top Heavy Plan,  the rights of a  Participant  who had  performed at least one
Hour of  Service  during  the Period the Plan was a Top Heavy Plan in and to his
Accrued Benefit  attributable to his Matching Account shall not be less than his
vested  rights  during the period that the Plan was a Top Heavy Plan.  Provided,
further, any Participant who has three or more Years of Service at the beginning
of a Plan Year in which the Plan  ceases to be a Top Heavy  Plan  shall have the
right to elect,  within a reasonable  time of the  beginning of the Plan Year in
which  the Plan  ceases  to be a Top  Heavy  Plan,  to have his  non-forfeitable
percentage  under this Plan computed in accordance with the schedule  applicable
to Plan Years in which the Plan is a Top Heavy  Plan.  Any  election  made under
this  Section  shall be made in the manner  specified by Section 10.5 as if such
change in vesting schedule had been made by way of an amendment.


------------------------------
End of Article

<PAGE>
                                   ARTICLE XI.

                       EMPLOYER ADMINISTRATIVE PROVISIONS

     11.1 Information.

     Each  Employer  shall,  upon  request  or as may be  specifically  required
hereunder,  furnish  or  cause  to be  furnished,  all  of  the  information  or
documentation which is necessary or required by the Administration Committee and
Trustee to perform their  respective  duties and functions  under the Plan. Each
Employer's  records as to the current  information the Employer furnishes to the
Committee and Trustee shall be conclusive as to all persons.

     11.2 No Liability.

     Subject to Articles  XII and XVI,  the Employer  assumes no  obligation  or
responsibility to any of the Employees,  Participants,  or Beneficiaries for any
act of, or failure to act, on the part of the Committee or the Trustee.

     11.3 Employer Action.

     Any action  required of an Employer  may be by  resolution  of its board of
directors or by any person authorized to act on behalf of the Employer.

     11.4 Indemnity.

     The Company  shall  indemnify  and save  harmless  the  Committee,  and its
members,  and each of them,  from and  against any and all loss  resulting  from
liability to which the Committee,  or its members, may be subjected by reason of
any act or conduct  (except willful or reckless  misconduct),  in their official
capacities  in the  administration  of the Plan or Trust or both,  including all
expenses  reasonably  incurred in their  defense,  in case the Company  fails to
provide such defense.

     11.5 Amendment to Vesting Schedule.

     Although the Employer  reserves the right to amend the vesting  schedule at
any time,  the Employer  shall not amend the vesting  schedule (and no amendment
shall be effective) if the amendment would reduce the nonforfeitable  percentage
of  any  Participant's  Accrued  Benefit  derived  from  Employer  Contributions
(determined as of the later of the date the Employer  adopts the  amendment,  or
the  date  the  amendment  becomes  effective)  to a  percentage  less  than the
nonforfeitable  percentage  computed  under  the  Plan  without  regard  to  the
amendment.

     In the event the vesting schedule of this Plan is amended,  any Participant
who has completed at least three years of Vesting  Service may elect to have his
Accrued  Benefit  computed  under the Plan without  regard to such  amendment by
notifying  the  Committee  in writing  during the  election  period  hereinafter
described. The election period shall begin on the date such amendment is adopted
and shall end no earlier than the latest of the following dates:

     (a) The date which is 60 days after the day such amendment is adopted;

     (b)  The  date  which  is 60 days  after  the day  such  amendment  becomes
effective; or

     (c) The  date  which  is 60 days  after  the day the  Participant  is given
written notice of such amendment by the Committee.
<PAGE>

     Any  election  made  pursuant to this  Section  shall be  irrevocable.  The
Committee, as soon as practicable, shall forward a true copy of any amendment to
the vesting schedule to each affected Participant,  together with an explanation
of the effect of the amendment,  the appropriate form upon which the Participant
may make an election to remain  under the vesting  schedule  provided  under the
Plan prior to the amendment, and notice of the time within which the Participant
must make an election to remain under the prior vesting schedule.


------------------------------
End of Article

<PAGE>

                                  ARTICLE XII.

                            ADMINISTRATION COMMITTEE

     12.1 Appointment.

     The Company may appoint an Administration  Committee to administer the Plan
and direct Plan investments. The Company may appoint more than one committee for
such purposes.  In the absence of such appointments,  the Company shall function
as the Committee.

     12.2 Term.

     Each member of each Committee shall serve until his successor is appointed.
Any  member of the  Committee  may be removed  by the  Company,  with or without
cause,  which shall have the power to fill any vacancy which may occur. A member
may resign upon written notice to the Company.

     12.3 Compensation.

     The members of the Committee shall serve without  compensation for services
as such, but the Company shall pay all expenses of the members of the Committee,
including the expenses for any bond required under section 412 of ERISA.  To the
extent  such  expenses  are not paid by the  Company,  they shall be paid by the
Trustee from the Trust.

     12.4 Powers of the Administration Committee.

     The Committee shall have the following powers and duties:

     (a) To  direct  the  administration  of the  Plan in  accordance  with  the
provisions herein set forth;

     (b)  To  adopt  rules  of  procedure  and  regulations  necessary  for  the
administration  of the Plan  provided  the rules are not  inconsistent  with the
terms of the Plan;

     (c) To interpret  the  provisions  of the Plan and  determine all questions
with respect to rights of Employees,  Participants,  and Beneficiaries under the
Plan,  including  but not  limited to rights of  eligibility  of an  Employee to
participate in the Plan, the value of a Participant's  Accrued Benefit,  and the
Vested Accrued Benefit of each Participant.

     (d) To  interpret  and  enforce  the  terms of the Plan and the  rules  and
regulations it adopts;

     (e) To direct the Trustee with respect to the crediting and distribution of
the Trust and all other matters  within its  discretion as provided in the Trust
Agreement;

     (f) To direct  the  Trustee  to  transfer  assets to  another  trust  which
constitutes  a qualified  trust under  section  401(a) of the Code and to accept
transfers of assets from other trusts which  constitute  qualified  trusts under
sections 401(a) and 501(a) of the Code;

     (g) To review and render  decisions with respect to a claim for, (or denial
of a claim for) a benefit under the Plan;
<PAGE>

     (h) To furnish the Employer with information which the Employer may require
for tax or other purposes;

     (i) To engage the service of counsel (who may, if  appropriate,  be counsel
for the  Employer)  and agents whom it may deem  advisable to assist it with the
performance of its duties;

     (j) To prescribe  procedures  to be followed by  distributees  in obtaining
benefits;

     (k) To receive from the Employer and from  Employees  such  information  as
shall be necessary for the proper administration of the Plan;

     (l) To receive and review  reports of the  financial  condition  and of the
receipts and disbursements of the Trust from the Trustee;

     (m) To maintain,  or cause to be maintained,  separate Accounts in the name
of each Participant to reflect the Participant's Accrued Benefit under the Plan;

     (n) To select a secretary, who need not be a member of the Committee; and

     (o) To interpret and construe the Plan.

     The Committee  shall have no power to add to,  subtract from, or modify any
of the terms of the Plan,  or to change or add to any  benefits  provided by the
Plan, or to waive or fail to apply any requirements of eligibility for a benefit
under the Plan. Nonetheless, the Committee shall have absolute discretion in the
exercise of its powers in this Plan.  All  exercises  of power by the  Committee
hereunder  shall be final,  conclusive  and binding on all  interested  parties,
unless found by a court of competent  jurisdiction,  in a final judgment that is
no longer subject to review or appeal, to be arbitrary and capricious.

     12.5 Investment Powers.

     The  Administration  Committee  shall  also have the  following  powers and
duties with respect to the investment of the Trust:

     (a) To direct the Trustee in the investment,  reinvestment, and disposition
of the Trust, including the investment of up to 100% of the Trust in "qualifying
employer  securities" (as defined in section  407(d)(5) of ERISA) without regard
to the limitations of sections  407(a)(2),  (3), or (4) of ERISA, as provided in
the Trust Agreement;

     (b) To receive and review  reports of the  financial  condition  and of the
receipts and disbursements of the Trust from the Trustee;

     (c) To furnish the Employer with information which the Employer may require
for tax or other purposes;
<PAGE>

     (d) To engage the services of an Investment Manager or Managers (as defined
in section 3(38) of ERISA),  each of whom shall have full power and authority to
manage, acquire or dispose (or direct the Trustee with respect to acquisition or
disposition) of any Plan asset under its control; and

     (e) To interpret  and  construe  the Plan with  respect to the  investment,
reinvestment, and disposition of Plan assets.

     12.6  Manner of Action.

     The decision of a majority of the members of the  Administration  Committee
appointed and qualified shall control. In case of a vacancy in the membership of
the  Committee,  the  remaining  members may exercise any and all of the powers,
authorities,  duties, and discretion conferred upon the Committee. The Committee
may, but need not, call or hold formal  meetings.  Any decisions  made or action
taken  pursuant to written  approval of a majority of the then members  shall be
sufficient. The Committee shall maintain adequate records of its decisions.

     12.7 Authorized Representative.

     The Committee may authorize any one of its members,  or its  secretary,  to
sign  on  its  behalf  any  notices,  directions,  applications,   certificates,
consents,  approvals,  waivers,  letters, or other documents. The Committee must
evidence this authority by an instrument  signed by all its  respective  members
and filed with the Trustee.

     12.8 Exclusive Benefit.

     The Committee  shall  administer the Plan for the exclusive  benefit of the
Participants and their Beneficiaries.

     12.9 Interested Member.

     No member of the Committee  may decide or determine  any matter  concerning
the distribution,  nature, or method of settlement of his own benefits under the
Plan  unless  there is only one  person  acting  alone  in the  capacity  as the
Committee.

     12.10 Funding Policy.

     The Committee  shall review,  not less often than  annually,  all pertinent
Employee  information  and Plan data in order to establish the funding policy of
the Plan and to  determine  the  appropriate  methods of carrying out the Plan's
objectives.  The Committee shall communicate  annually to the Trustee and to the
Plan Investment Manager(s) (herein so-called), if any, the Plan's short-term and
long-term  financial  needs so investment  policy can be  coordinated  with Plan
financial requirements.

     12.11 Books and Records.

     The Committee shall maintain, or cause to be maintained, records which will
adequately  disclose  at all times  the state of the Trust and of each  separate
interest  therein.  The books,  forms,  and methods of  accounting  shall be the
responsibility of the Committee.

------------------------------
End of Article

<PAGE>

                                  ARTICLE XIII.

                      PARTICIPANT ADMINISTRATIVE PROVISIONS

     13.1 Beneficiary Designation.

     Subject to the  limitations of Section 2.9, each  Participant may from time
to time designate,  in writing,  a Beneficiary to whom the Trustee shall pay his
Accrued  Benefit  in the Trust in the  event of his  death.  The  Administration
Committee  shall  prescribe the form for the written  designation of Beneficiary
and, upon the Participant's filing the form with the Committee,  it shall revoke
all designations filed prior to that date by the same Participant. A Participant
may designate multiple and/or contingent Beneficiaries.

     13.2 No Beneficiary Designation.

     Subject to the limitations of Section 2.9, if a Participant fails to name a
Beneficiary  in accord  with  Section  13.1,  or if the  Beneficiary  named by a
Participant  predeceases him, the Beneficiary shall be, first, his spouse at the
time of his  death,  or if he has no  surviving  spouse,  then to his  surviving
children (including adopted children) in equal shares, or if the Participant has
no surviving children,  then to his surviving parents in equal shares, or if the
Participant  has no surviving  parents,  then to his estate.  If the Participant
dies  after  distributions  have  commenced  hereunder  but  before  a  complete
distribution of his Vested Accrued Benefit,  then the Trustee shall pay the such
Accrued Benefit in a lump sum to the legal  representative  of the estate of the
last to die of the Participant and his Beneficiary.  The Committee,  in its sole
discretion,  shall direct the Trustee as to whom the Trustee  shall make payment
under this Section.

     13.3 Personal Data to Administration Committee.

     Each  Participant and Beneficiary  must furnish to the Committee  evidence,
data, or information as the Committee  considers  necessary or desirable for the
purpose of administering the Plan. The provisions of this Plan are effective for
the  benefit  of  each  Participant  upon  the  condition  precedent  that  each
Participant will promptly furnish full, true, and complete  evidence,  data, and
information when requested by the Committee, provided the Committee shall advise
each Participant of the effect of his failure to comply with its request.

     13.4 Address for Notification.

     Each Participant and each Beneficiary of a deceased  Participant shall file
with the Committee,  in writing,  his post office  address,  and each subsequent
change of such post office address. Any payment or distribution  hereunder,  and
any  communication  addressed to a Participant or his  Beneficiary,  at the last
address filed with the Committee, or if no address has been filed, then the last
address  indicated on the records of the  Employer  shall be deemed to have been
delivered  to  the  Participant  or  his  Beneficiary  on  the  date  that  such
distribution or  communication  is deposited in the United States Mail,  postage
prepaid.

     13.5 Place of Payment and Proof of Continued Eligibility.

     Any check representing payment hereunder and any communication addressed to
an Employee, a former Employee,  a retired Employee,  or Beneficiary at his last
address filed with the Committee,  or if no such address has been filed, then at
his last address as indicated on the records of the Employer, shall be deemed to
have  been  delivered  to  such  person  on the  date on  which  such  check  or
communication is deposited in the United States mail. If the Committee,  for any
reason,  is in
<PAGE>

doubt as to whether  benefit  payments are being received by the person entitled
thereto, it shall, by registered mail addressed to the person concerned,  at his
address  last known to the  Committee,  notify such person that all unmailed and
future retirement income payments shall be henceforth withheld until he provides
the  Committee  with  evidence  of his  continued  life and his  proper  mailing
address.

     13.6 Alienation.

     Except as provided under a Qualified  Domestic  Relations Order, no benefit
payable  under the Plan  shall be subject  in any  manner to  alienation,  sale,
transfer,  assignment, pledge, encumbrance,  charge, garnishment,  execution, or
levy of any kind,  either  voluntary  or  involuntary  prior to  actually  being
received by the person  entitled to the benefit under the terms of the Plan. The
Trust  shall  not in any  manner  be liable  for,  or  subject  to,  the  debts,
contracts, liabilities, engagements, or torts of any person entitled to benefits
hereunder,  except to the extent that under a Qualified Domestic Relations Order
the Trustee is required to pay a portion of a  Participant's  Accrued Benefit to
an Alternate  Payee.  In the event an Employer or the Trustee  receives  written
notice of an adverse claim to a benefit  distributable to a Participant,  Former
Participant or Beneficiary,  the Trustee may suspend  payment(s) of such benefit
until such matter is resolved to the satisfaction of the Trustee.

     13.7 Litigation Against the Trust.

     If any  legal  action  filed  against  the  Trustee,  an  Employer,  or the
Committee, or against any member or members of the Committee or the Employer, by
or on  behalf  of any  Participant  or  Beneficiary,  results  adversely  to the
Participant or to the Beneficiary, the Trustee shall reimburse the Employer, the
Committee and its members, or the Employer, all costs and fees expended by it or
them by  surcharging  all costs and fees against the sums payable under the Plan
to the  Participant  or to the  Beneficiary,  but only to the  extent a court of
competent jurisdiction  specifically  authorizes and directs any such surcharges
and only to the extent permitted under section 401(a)(13) of the Code.

     13.8 Information Available.

     Any  Participant in the Plan or any  Beneficiary  may examine copies of the
Plan description,  latest annual report, any bargaining agreement, this Plan and
Trust, contract, or any other instrument under which the Plan was established or
is operated. The Committee will maintain all of the items listed in this Section
in its office, or in such other place or places as it may designate from time to
time in order to comply with the regulations issued under ERISA, for examination
during  reasonable  business hours. Upon the written request of a Participant or
Beneficiary  the  Committee  shall furnish him with a copy of any item listed in
this  Section.  The  Committee  may make a reasonable  charge to the  requesting
person for the copy so furnished.

     13.9 Beneficiary's Right to Information.

     A  beneficiary's  right to (and the  Committees',  or a  Trustee's  duty to
provide to the  Beneficiary)  information or data  concerning the Plan shall not
arise until he first becomes entitled to receive a benefit under the Plan.

     13.10 Claims Procedure.

     Prior to or upon  becoming  entitled  to  receive  a benefit  hereunder,  a
Participant  or  Beneficiary  shall  file a claim  for  such  benefit  with  the
Committee at the time and in the manner prescribed thereby.  However, subject to
the  restrictions  of Section  8.4,  the  Committee  may  direct the  Trustee to
commence payment of a Participant's or Beneficiary's
<PAGE>

benefits  hereunder  without  requiring the filing of a claim  therefor,  if the
Committee has knowledge of such Participant's or Beneficiary's whereabouts.

     13.11 Appeal Procedure for Denial of Benefits.

     The Committee  shall provide  adequate notice in writing to any Participant
or to any Beneficiary  ("Claimant")  whose claim for benefits under the Plan the
Committee  has  denied.  Such notice must be sent within 90 days of the date the
claim is received  by the  Committee  unless  special  circumstances  require an
extension of time for processing the claim.  Such extension  shall not exceed 90
days and no extension shall be allowed unless, within the initial 90 day period,
the claimant is sent an extension  notice  indicating the special  circumstances
requiring the extension and specifying a date by which the Committee  expects to
render its decision.  The Committee's notice of denial to the Claimant shall set
forth:

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

     (b) Specific references to pertinent Plan provisions on which the Committee
based its denial;

     (c) A description of any additional material and information needed for the
Claimant  to  perfect  his  claim  and an  explanation  of why the  material  or
information is needed;

     (d) A statement that the Claimant may:

     (1) Request a review upon written application to the Committee;

     (2) Review pertinent Plan documents;

     (3) Submit issues and comments in writing; and

     (e)  That  any  appeal  the   Claimant   wishes  to  make  of  the  adverse
determination  must be in writing to the Committee  within 60 days after receipt
of the Committee's  notice of denial of benefits.  The  Committee's  notice must
further  advise  the  Claimant  that his  failure  to appeal  the  action to the
Committee  in  writing  within  the 60 day period  will  render the  Committee's
determination final, binding, and conclusive.

     If the Claimant should appeal to the Committee,  he, or his duly authorized
representative,  may submit, in writing, whatever issues and comments he, or his
duly  authorized  representative,  feels  are  pertinent.  The  Committee  shall
re-examine all facts related to the appeal and make a final  determination as to
whether  the  denial of  benefits  is  justified  under the  circumstances.  The
Committee  shall  advise the  Claimant in writing of its decision on his appeal,
the specific reasons for the decision, and the specific Plan provisions on which
the decision is based.  The notice of the decision shall be given within 60 days
of the Claimant's written request for review, unless special circumstances (such
as a hearing)  would make the  rendering of a decision  within the 60 day period
infeasible,  but in no event shall the Committee render a decision regarding the
denial of a claim for  benefits  later  than 120 days  after  its  receipt  of a
request for review.  If an extension  of time for
<PAGE>

review is  required  because of  special  circumstances,  written  notice of the
extension  shall be furnished to the  claimant  prior to the date the  extension
period commences.

     The  Committee's  notice of denial of benefits  shall  identify the name of
each member of the Committee and the name and address of the Committee member to
whom the Claimant may forward his appeal.

     13.12 No Rights Implied.

     Nothing contained in this Plan, or with respect to the establishment of the
Trust, or any modification or amendment to the Plan or Trust, or in the creation
of any  Account,  or the  payment  of any  benefit,  shall  give  any  Employee,
Participant,  or any Beneficiary any right to continue employment,  any legal or
equitable right against an Employer, or Employee of the Employer, or against the
Trustee,  or its agents or employees,  except as expressly provided by the Plan,
the Trust or ERISA.

------------------------------
End of Article

<PAGE>

                                  ARTICLE XIV.

                                FIDUCIARY DUTIES

     14.1 Fiduciaries.

     The "Fiduciaries" of the Plan shall consist of the following:

     (a) The Administration Committee;

     (b) The Trustee; and

     (c) Such other person or persons that are designated to carry out fiduciary
responsibilities under the Plan in accordance with Section 15.3 hereof.

     Any  person  or group of  persons  may  serve  in more  than one  fiduciary
capacity with respect to the Plan. A Fiduciary may employ one or more persons to
render  advice with regard to any  responsibility  such  Fiduciary has under the
Plan.

     14.2 Allocation of Responsibilities.

     The powers and  responsibilities of the Fiduciaries are hereby allocated as
indicated below:

     (a) Company. The Company shall be responsible for all functions assigned or
reserved to it under the Plan and Trust  Agreement.  Any  authority  assigned or
reserved to the Company under the Plan and Trust Agreement shall be exercised by
resolution of the  appropriate  representatives  of the Company,  or action by a
delegate thereof.

     (b) Administration  Committee.  The Committee shall have the responsibility
and authority to control (i) the operation and  administration  of the Plan, and
(ii) the  investment of the Trust in  accordance  with the terms of the Plan and
Trust Agreement, except with respect to duties and responsibilities specifically
allocated to other fiduciaries.  The Committee shall have the authority to issue
written directions to the Trustee to the extent provided in the Trust Agreement.
The Trustee shall follow the Committee's  directions unless it is clear that the
actions to be taken under those  directions  would be  violations  of applicable
fiduciary  standards  or would  be  contrary  to the  terms of the Plan or Trust
Agreement.

     (c) Trustee. The Trustee shall have the duties and responsibilities set out
in the Trust Agreement,  subject,  however, to direction by the Committee as set
out in the Trust Agreement.

     (d)  Allocations.  Powers and  responsibilities  may be  allocated to other
Fiduciaries  in accordance  with Section 14.3 hereof,  or as otherwise  provided
herein or in the Trust Agreement.

     This  Article is  intended to allocate  to each  Fiduciary  the  individual
responsibility  for the prudent  execution of the functions  assigned to it, and
none of such responsibilities or any other responsibility shall be shared by two
or more of such Fiduciaries unless such sharing shall be provided by a specified
provision of the Plan or Trust Agreement.
<PAGE>

     14.3 Procedures for Delegation and Allocation of Responsibilities.

     Fiduciary responsibilities may be allocated as follows:

     (a) The Committee may specifically allocate responsibilities to a specified
member or members of the Committee, or to a subcommittee.

     (b) The  Committee may designate a person or persons other than a Fiduciary
to carry out fiduciary responsibilities under the Plan (this authority shall not
cause any person or persons  employed to perform  ministerial  acts and services
for the Plan to be deemed fiduciaries of the Plan).

     (c) The Committee  may appoint an Investment  Manager or managers to manage
(including  the power to acquire  and  dispose  of) the assets of the Plan (or a
portion thereof).

     (d) If at any time there be more than one Trustee  serving  under the Trust
Agreement, such Trustees may allocate specific responsibilities, obligations, or
duties among themselves in such manner as they shall agree.

     Any allocation of  responsibilities  pursuant to this Section shall be made
by filing a written notice thereof with the Committee  specifically  designating
the person or persons to whom such  responsibilities or duties are allocated and
specifically setting out the particular duties and responsibilities with respect
to which the allocation or designation is made.

     14.4 Allocation of Fiduciary Liability.


     (a)  Co-Trustees.  In the event that there are two or more Trustees serving
under  the  Trust  Agreement,  each  should  use  reasonable  care to  prevent a
Co-Trustee from committing a breach of fiduciary  responsibility  and they shall
jointly  manage and control  assets of the Plan,  except that in the event of an
allocation of responsibilities,  obligations,  or duties, a Trustee to whom such
responsibilities,  obligations,  or duties have not been allocated  shall not be
liable to any  person by reason of this  Section,  either  individually  or as a
Trustee,  for any loss  resulting to the Plan arising from the acts or omissions
on the part of the Trustee to whom such responsibilities, obligations, or duties
have been allocated.

     (b) Liability Where  Allocation is in Effect.  To the extent that fiduciary
responsibilities are specifically  allocated by a Fiduciary,  or pursuant to the
express terms hereof, to any person or persons, then such Fiduciary shall not be
liable  for  any  act  or  omission   of  such  person  in  carrying   out  such
responsibility except to the extent that the Fiduciary violated this Article (i)
with  respect  to such  allocation  or  designation,  (ii) with  respect  to the
establishment or  implementation  of the procedure for making such an allocation
or designation,  (iii) in continuing the allocation or designation,  or (iv) the
Fiduciary would otherwise be liable in accordance with this Section .
<PAGE>

     (c) No  Responsibility  for  Employer  Action.  Neither the Trustee nor the
Committee  shall have any  obligation  nor  responsibility  with  respect to any
action  required by the Plan to be taken by the  Employer,  any  Participant  or
Eligible  Employee,  nor for the  failure of any of the above  persons to act or
make  any  payment  or  contribution,   or  to  otherwise  provide  any  benefit
contemplated under this Plan.

     (d) No Duty to Inquire.  Neither the Trustee nor the  Committee  shall have
any  obligation to inquire into or be  responsible  for any action or failure to
act on the part of the others.

     (e)  Liability  of  Trustee  Where  Investment  Manager  Appointed.  If  an
Investment  Manager has been  appointed  pursuant to Section 14.3  hereof,  then
neither the Trustee nor the Committee  shall be liable for the acts or omissions
of such  Investment  Manager,  or be under any obligation to invest or otherwise
manage  any  assets of the Plan  which are  subject  to the  management  of such
Investment Manager.

     (f) Successor  Fiduciary.  No Fiduciary shall be liable with respect to any
breach  of  fiduciary  duty if such  breach  was  committed  before  he became a
Fiduciary or after he ceased to be a Fiduciary.


------------------------------
End of Article

<PAGE>

                                   ARTICLE XV.

                    DISCONTINUANCE AMENDMENT AND TERMINATION

     15.1 Discontinuance.

     The Company  shall have the right,  at any time,  without  prior notice and
without cause, to suspend or discontinue its contributions under the Plan.

     15.2 Amendment.

     The  Company  shall  have the  right at any  time,  and from  time to time,
without  prior notice and without  cause,  to amend the Plan in any manner.  All
amendments  shall be in writing  and shall  state the date to which it is either
retroactively or prospectively effective. Notwithstanding the provisions of this
Section, no amendment shall:

     (a) Except as provided for in Section  4.6,  authorize or permit any of the
Trust  (other than the part which is  required  to pay taxes and  administration
expenses)  to be used for or diverted to purposes  other than for the  exclusive
benefit of the Participants or their Beneficiaries;

     (b) Cause or permit  any  portion  of the Trust to revert to or become  the
property of the Employer;

     (c) Increase  duties or  responsibilities  of the Trustee or the  Committee
without the written  consent of the affected  Trustee or the affected  member or
members of the Committee.

     15.3 Termination.

     The Company shall have the right,  without prior notice and without  cause,
to terminate the Plan at any time.  The Plan shall  terminate  upon the first to
occur of the following:

     (a) The date terminated by action of the Company; or

     (b)  The  dissolution,  merger,  consolidation,  or  reorganization  of the
Company or the sale by the  Company of all or  substantially  all of its assets,
unless the successor or purchaser makes provision to continue the Plan, in which
event the successor or purchaser  shall be substituted as the Company under this
Plan.

     15.4 Amendment Procedures.

     Pursuant to section  402(b)(3)  of ERISA,  the Company must comply with the
following  procedures  before an amendment to the Plan is  effective,  except as
specified in Section 15.3(b):

     (a) The  Company  may  modify  or  terminate  the  Plan  only by a  written
amendment that is authorized by the Company.

     (b) The Company's  authorization  of the amendment must be evidenced by any
of the following: (i) a resolution of the board of directors;  (ii) ratification
of the  amendment  by a  resolution  of the board of  directors;  or (iii)  with
respect to any amendment necessary or appropriate to comply with relevant law, a
resolution of the Administration Committee.
<PAGE>

     (c) Notice of an amendment that terminates the Plan must be provided to the
Trustee.

     (d)  The  Company  need  not  provide  notice  of  the  amendment  to  Plan
participants or employees, except as may be required by section 204(h) of ERISA.

     15.5 Procedure on Termination.

     In the event of  termination  of the Plan or  permanent  discontinuance  of
Employer  Contributions  or Salary  Deferral  Contributions,  the Employer shall
cause any  unallocated  assets to be  allocated to  Participant  Accounts in the
manner specified in the Treasury  regulations  promulgated  under section 411 of
the Code. Moreover, the Company shall, in its sole discretion, authorize any one
of the following procedures:

     (a) Continue  Plan. To continue the Plan in operation in all respects until
the Trustee has distributed all benefits under the Plan,  except that no further
persons shall become  Participants,  no further Employer  Contributions shall be
made, all Accounts shall be fully vested,  and no further payments shall be made
except in distribution of the Trust and payment of administration expenses; or

     (b) Liquidate Plan. Subject to the limitations contained herein, to wind up
and  liquidate  the Plan and Trust and  distribute  the  assets  thereof,  after
deduction  of  all  expenses,  to the  Participants,  Former  Participants,  and
Beneficiaries in accordance with their respective  Accounts as then constituted.
If the Employer makes no election before  termination,  then this subsection (b)
will govern distribution of the Trust.

     15.6 Merger.

     The  Trustee  shall  not  consent  to,  or be a party  to,  any  merger  or
consolidation  with another plan, or to a transfer of assets or  liabilities  to
another plan, unless immediately after the merger,  consolidation,  or transfer,
the surviving Plan, if it then  terminated,  would provide to each Participant a
benefit  equal to or  greater  than the  benefit  each  Participant  would  have
received had the Plan terminated  immediately before the merger,  consolidation,
or transfer.

     15.7 Notice of Change in Terms.

     The  Administration  Committee,  within  the time  prescribed  by ERISA and
applicable  regulations,  shall furnish all  Participants  and  Beneficiaries  a
summary  descriptive  of  any  material  amendment  to the  Plan  or  notice  of
discontinuance  of  contributions  or  termination  of the  Plan  and all  other
information required by ERISA to be furnished without charge.


------------------------------
End of Article
<PAGE>


                                  ARTICLE XVI.

                                    THE TRUST

     16.1 Purpose of the Trust.

     A Trust has been  created and will be  maintained  for the  purposes of the
Plan, and the assets  thereof shall be invested in accordance  with the terms of
the Trust  Agreement.  All  contributions  will be paid into the Trust,  and all
benefits under the Plan will be paid from the Trust.

     16.2 Appointment of Trustee.

     Trustee(s)  shall be appointed by the Company to administer the Trust.  The
Trustee's obligations,  duties, and responsibilities shall be governed solely by
the terms of the Trust Agreement.

     16.3 Exclusive Benefit of Participants.

     Subject  to  Section  4.6,  the  Trust  will be used  and  applied  only in
accordance with the provisions of the Plan to provide the benefits thereof,  and
no part of the corpus or income of the Trust  shall be used for or  diverted  to
purposes  other than for the  exclusive  benefit of the  Participants  and their
Beneficiaries  and with  respect to  expenses  of  administration.  The  Company
reserves  the right to recover  any  amounts  held in a suspense  account at the
termination of the Trust that cannot be used to reduce Employer Contributions in
the year of termination  because of the limitations  contained in Section 6.9 of
the Plan and section 415 of the Code.

     16.4 Benefits Supported Only By the Trust.

     Any person  having any claim  under the Plan will look solely to the assets
of the Trust for satisfaction.

     16.5 Rights to Trust Assets.

     No  Employee  shall  have any right to, or  interest  in, any assets of the
Trust upon  termination of his employment or otherwise,  except as provided from
time to time  under  this  Plan,  and then only to the  extent  of the  benefits
payable under the Plan to such  Employee out of the assets of the Trust.  Except
as otherwise may be provided  under Title IV of ERISA,  all payments of benefits
as provided for in this Plan shall be made solely out of the assets of the Trust
and none of the Fiduciaries shall be liable therefor in any manner.


------------------------------
End of Article
<PAGE>


                                  ARTICLE XVII.

                                  MISCELLANEOUS

     17.1 Execution of Receipts and Releases.

     Any  payment  to  any  Participant,  or  to  his  legal  representative  or
Beneficiary,  in accordance with the provisions of the Plan, shall to the extent
thereof be in full  satisfaction  of all claims  hereunder  against the Plan and
Trust.  The  Administration  Committee  may  require  such  Participant,   legal
representative,  or Beneficiary,  as a condition  precedent to such payment,  to
execute a receipt and release therefor in such form as it shall determine.

     17.2 No Guarantee of Interests.

     Neither  the  Trustee,  the  Administration   Committee,  nor  the  Company
guarantee  the Trust from loss or  depreciation.  The Company does not guarantee
the  payment  of any money  which may be or becomes  due to any person  from the
Trust.  The  liability of the Committee and the Trustee to make any payment from
the Trust is limited to the then available assets of the Trust.

     17.3 Payment of Expenses.

     Except as provided below, all expenses incident to the  administration  and
protection  of  the  Plan  and  Trust,  including  but  not  limited  to  legal,
accounting, and Trustee fees, may be paid by the Employer, or, in the absence of
such  payments  (which are not  obligatory),  shall be paid from the Trust,  and
until paid, shall constitute a first and prior claim and lien against the Trust.
Such expenses may be paid out of  Forfeitures  in the Trust that occur each Plan
Year.  However,  any and all expenses  relating to settlor  functions that arise
from  the  creation,  design  or  termination  of the  Plan  must be paid by the
Employer and may not be paid from the Trust.

     17.4 Employer Records.

     Records of an  Employer  as to an  Employee's  or  Participant's  period of
employment,  termination  of  employment  and the  reason  therefor,  leaves  of
absence,  reemployment,  and  Compensation  will be  conclusive  on all persons,
unless determined to be incorrect.

     17.5 Interpretations and Adjustments.

     To the  extent  permitted  by law,  an  interpretation  of the  Plan  and a
decision on any matter  within a  Fiduciary's  discretion  made in good faith is
binding  on all  persons.  A  misstatement  or other  mistake  of fact  shall be
corrected  when it  becomes  known and the  person  responsible  shall make such
adjustment on account thereof as he considers equitable and practicable.

     17.6 Uniform Rules.

     In the  administration  of the Plan,  uniform  rules will be applied to all
Participants similarly situated.

     17.7 Evidence.

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

     17.8 Severability.

     In the event  any  provision  of the Plan  shall be held to be  illegal  or
invalid  for any  reason,  the  illegality  or  invalidity  shall not affect the
remaining  provisions  of the 
<PAGE>

Plan, but shall be fully  severable and the Plan shall be construed and enforced
as if the illegal or invalid provision had never been included herein.

     17.9 Notice.

     Any notice required to be given herein by the Trustee, an Employer,  or the
Administration  Committee,  shall  be  deemed  delivered,  when  (a)  personally
delivered, or (b) placed in the United States mails, in an envelope addressed to
the last known address of the person to whom the notice is given.

     17.10 Waiver of Notice.

     Any person entitled to notice under the Plan may waive the notice.

     17.11 Successors.

     The Plan shall be binding upon all persons  entitled to benefits  under the
Plan, their respective heirs and legal representatives,  upon each Employer, its
successors and assigns, and upon the Trustee, the Administration  Committee, and
their successors.

     17.12 Headings.

     The  titles  and  headings  of  Articles  and  Sections  are  included  for
convenience  of reference only and are not to be considered in  construction  of
the provisions hereof.

     17.13 Governing Law.

     All  questions  arising with respect to the  provisions  of this  Agreement
shall be determined by application of the laws of the State of Washington except
to the extent Washington law is preempted by federal law.


------------------------------
End of Article

<PAGE>


                                 ARTICLE XVIII.

                             EMPLOYER PARTICIPATION

     18.1 Adoption by Employer.

     Subject to the further  provisions of this  Article,  any entity which is a
member of the same  controlled  group of  corporations  or trades or  businesses
under  common  control (as defined in sections  414(b) or 414(c) of the Code) as
the Company, now in existence or hereafter formed or acquired, or is approved by
the Company, and which is otherwise legally eligible,  may, with the consent and
approval of the board of  directors  of the  Company,  by formal  resolution  or
decision  of its own board of  directors,  adopt the Plan and the Trust and,  if
deemed necessary by the Company,  execute an Adoption Agreement,  for all or any
classification  of  its  employees.  Such  adoption  shall  be  effectuated  and
evidenced  by a formal  resolution  of the  board of  directors  of the  Company
consenting  to  and  containing  or   incorporating  by  reference  such  formal
resolution or decision of the adopting  corporation.  The adoption resolution or
decision shall become, as to such adopting corporation and its employees, a part
of the Plan as then or subsequently  amended.  It shall not be necessary for the
adopting  corporation  to sign or  execute  the Plan  document,  but,  if deemed
necessary by the Company, such corporation must complete and execute an Adoption
Agreement.  The  effective  date of the Plan for any such  adopting  corporation
shall be that stated in the  resolution  or decision of adoption of the adopting
corporation,  and from and after such effective  date, the adopting  corporation
shall  assume  all  the  rights,  obligations  and  liabilities  of an  Employer
hereunder.  The  administrative  powers and  control of the  Company,  as now or
hereafter provided in the Plan,  including the Company's sole right of amendment
of the Plan and Trust  and of  appointment  and  removal  of the  Administration
Committee, and Trustee, together with their successors,  shall not be diminished
by reason of the participation of any such adopting  corporation in the Plan and
Trust.

     18.2 Withdrawal by Employer.

     Any Employer by action of its board of directors  and notice to the Company
and the  Trustee,  may  withdraw  from the Plan  and  Trust at any time  without
affecting other Employers not  withdrawing,  by complying with the provisions of
the  Plan.  Termination  of the  Plan as it  relates  to an  Employer  upon  its
withdrawal  shall be governed by the  provisions  of Article XV . A  withdrawing
Employer  may arrange for the  continuation  by itself or its  successor of this
Plan and Trust in separate form for its own Employees with such  amendments,  if
any, as it may deem proper,  or it may arrange for  continuation of the Plan and
Trust by merger with an existing plan and trust  qualified under sections 401(a)
and 501(a) of the Code and  transfer of such  portion of the Trust assets as the
Committee  determines  are  allocable to the Employer and its  employees who are
Participants.  The Company may in its absolute discretion,  by resolution of its
board of directors,  terminate an Employer's  participation at any time when (1)
the  Employer  ceases  to be a  member  of the  Company's  controlled  group  of
corporations,  (2) in the Company's  judgment such Employer  fails or refuses to
discharge  its  obligations  under the Plan  following  such  prior  notice  and
opportunity to cure as may be appropriate under the circumstances, or (3) in the
Company's  judgment,  such  Employer  should  not  be  allowed  to  continue  to
participate.

     18.3 Adoption Contingent Upon Initial and Continued Qualification.

     The adoption of the Plan and Trust by a corporation  as provided in Section
18.1 is made contingent and subject to the condition precedent that the adopting
corporation  meets all the statutory  requirements for
<PAGE>

qualified plans under the Code for its Employees.  The adopting corporation may,
or  at  the  request  of  the  Company  shall,  request  an  initial  letter  of
determination from the appropriate  District Director of Internal Revenue to the
effect that the Plan and Trust,  as herein set forth or as amended  with respect
to the adopting corporation,  satisfy the requirements of the applicable federal
statutes for tax  qualification  purposes for such adopting  corporation and its
employees.  In the  event  the  Plan  or the  Trust  in  its  operation  becomes
disqualified  for any reason as to such adopting  corporation and its employees,
the portion of the Trust  allocable  to them shall be  segregated  as soon as is
administratively  feasible, pending either (1) the prompt requalification of the
Plan and Trust as to such  corporation and its employees to the  satisfaction of
the Internal Revenue Service, so as not to affect the continued qualified status
of the Plan and Trust as to all other  Employees,  or (2) as provided in Section
18.1 above,  the prompt  withdrawal of such corporation from this Plan and Trust
and a continuation  by itself or its successor of a plan and a trust  separately
from this Plan and Trust, or by merger with another existing  qualified plan and
trust with a transfer of its said segregated portion of Trust assets, or (3) the
prompt termination of the Plan and Trust as to itself and its employees.

     18.4 No Joint Venture Implied.

     The adoption of the Plan by any Employer  shall not create a joint  venture
or partnership relation between it and any other Employer.  Any rights,  duties,
liabilities and obligations  assumed or incurred  hereunder by any Employer,  or
imposed upon any  Employer by the  provisions  of the Plan,  shall relate to and
affect such Employer alone.


------------------------------
End of Article


<PAGE>


     IN WITNESS WHEREOF,  Washington Mutual,  Inc. has caused this instrument to
be executed on this 22nd day of  December,  1998 but to be  effective  as of the
dates first written above.

                                 WASHINGTON MUTUAL, INC.




                                 By:      /s/ M. Lynn Ryder

                                 Its:     Senior Vice President


<PAGE>

                                   APPENDIX A:

                           ACQUIRED PARTICIPANT LOANS


     1.  Identification.  Acquired  Participant  Loans are loans acquired by the
Plan upon  merger of certain  plans into the Plan.  Acquired  Participant  Loans
include loans acquired by the merger of qualified plans of

                  a.       Western Bank;
                  b.       United Western;
                  c.       American Savings Bank; and
                  d.       Great Western.

     2. Applicable Provisions. Except as otherwise specifically provided in this
Appendix  A,  Acquired  Participant  Loans  shall be subject  to the  applicable
provisions  of  the  qualified   plan  under  which  such  loan  was  maintained
immediately prior to such loan becoming an Acquired Participant Loan.

     3. Amendment of Appendix.  This Appendix A may be amended from time to time
by  the  Company's  Senior   Vice-President   responsible  for  Corporate  Human
Resources, or any successor thereto.





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