<PAGE>   1

                                                                   Exhibit 10.65

                                                                        PLAN 001
                                                                  FIN 04-2393279









                        HADCO CORPORATION RETIREMENT PLAN



                             AS AMENDED AND RESTATED
                              THROUGH MARCH 3,1999
















                                June 17, 1999 (2)



<PAGE>   2


                                       i


                                TABLE OF CONTENTS

                                                                        PAGE NO.


INTRODUCTION...................................................................1

ARTICLE I -DEFINITIONS.........................................................2

ARTICLE II -PLAN PARTICIPATION................................................11
         2.01     INITIAL PARTICIPATION.......................................11
         2.02     CESSATION OF PARTICIPATION..................................11
         2.03     REINSTATEMENT OF ACTIVE PARTICIPATION.......................12

ARTICLE III -CONTRIBUTIONS AND ALLOCATIONS....................................13
         3.01     PROFIT SHARING CONTRIBUTIONS................................13
         3.02     401(k) CONTRIBUTIONS........................................14
         3.03     MATCHING CONTRIBUTIONS......................................14
         3.04     QUALIFIED NON-ELECTIVE CONTRIBUTIONS........................15
         3.05     AFTER-TAX CONTRIBUTIONS.....................................16
         3.06     ROLLOVER CONTRIBUTIONS......................................16
         3.07     FORFEITURES.................................................17
         3.08     INVESTMENT ADJUSTMENT.......................................17
         3.09     LIMITATIONS ON ALLOCATIONS AND CONTRIBUTIONS................17
         3.10     ALLOCATION OF EXCESS ALLOCATIONS AND CONTRIBUTIONS..........23
         3.11     CONTRIBUTIONS FOR TOP HEAVY PLAN YEARS......................26
         3.12     CONTRIBUTIONS UNDER USERRA..................................27

ARTICLE IV -DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT..................27
         4.01     DISTRIBUTIONS FROM AFTER-TAX CONTRIBUTIONS ACCOUNTS.........27
         4.02     DISTRIBUTIONS FROM PROFIT SHARING ACCOUNT...................27
         4.03     DISTRIBUTIONS FROM ROLLOVER ACCOUNT.........................28
         4.04     DISTRIBUTIONS FROM 401(k) ACCOUNT (INCLUDING 401(k) AND
                  QUALIFIED NON-ELECTIVE CONTRIBUTIONS) AND MATCHING
                  CONTRIBUTIONS ACCOUNT.......................................28
         4.05     PROCEDURES FOR PERMITTED WITHDRAWALS........................29
         4.06     LOANS TO PARTICIPANTS.......................................31
         4.07     DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS
                  ORDER.......................................................33

ARTICLE V -VESTING............................................................34
         5.01     FULL VESTING................................................34
         5.02     PARTIAL VESTING.............................................35
         5.03     VESTING AFTER RECEIPT OF DISTRIBUTION.......................36
         5.04     VESTING FOR TOP HEAVY PLAN..................................37
         5.05     CREDITING YEARS OF SERVICE..................................37


<PAGE>   3

                                      -ii-

ARTICLE VI -DISTRIBUTION AT RETIREMENT, DEATH, OR DISABILITY..................40
         6.01     DISTRIBUTION AT RETIREMENT..................................40
         6.02     DISTRIBUTION UPON INCURRING DISABILITY......................41
         6.03     DISTRIBUTIONS AT DEATH......................................41
         6.04     NOTICES AND ELECTION PROCEDURES.............................42
         6.05     DEFINITIONS AND APPLICATION.................................44
         6.06     DISTRIBUTION OF SMALL ACCOUNTS..............................45

ARTICLE VII -TERMINATION OF EMPLOYMENT........................................46
         7.01     TERMINATION DISTRIBUTIONS...................................46
         7.02     TERMINATION FORFEITURES.....................................46
         7.03     REPAYMENT TO REINSTATE FORFEITED AMOUNTS....................47

ARTICLE VIII -INVESTMENT OF TRUST FUNDS.......................................48
         8.01     TRUSTEE'S RESPONSIBILITY....................................48
         8.02     DIRECTED INVESTMENTS OF PARTICIPANT ACCOUNTS................48
         8.03     INVESTMENT COMMITTEE........................................48

ARTICLE VIIIA -PROVISIONS FOR RADIAN SOURCE ACCOUNTS..........................51
         8A.01 PROTECTED BENEFITS, RIGHTS AND FEATURES........................51
         8A.02 IN-SERVICE WITHDRAWALS.........................................51
         8A.03 PARTICIPANT LOANS..............................................51
         8A.04 DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT, DISABILITY,
               RETIREMENT OR DEATH............................................52

ARTICLE IX -ADMINISTRATION....................................................57
         9.01     ALLOCATION OF RESPONSIBILITY................................57
         9.02     APPOINTMENT OF PLAN ADMINISTRATOR...........................57
         9.03     ESTABLISHMENT AND VALUATION OF ACCOUNTS.....................57
         9.04     CLAIMS PROCEDURE............................................68
         9.05     RECORDS AND REPORTS.........................................59
         9.06     POWERS AND DUTIES OF THE PLAN ADMINISTRATOR.................59
         9.07     RULES AND DECISIONS.........................................59
         9.08     AUTHORIZATION OF BENEFITS PAYMENTS..........................60
         9.09     APPLICATION AND FORMS FOR BENEFITS..........................60
         9.10     FACILITY OF PAYMENT.........................................60

ARTICLE X -MISCELLANEOUS......................................................61
         10.01    NONGUARANTEE OF EMPLOYMENT..................................61
         10.02    RIGHTS OF EMPLOYEES AND BENEFICIARIES.......................61
         10.03    NONALIENATION OF BENEFITS...................................61
         10.04    DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS....................61
         10.05    NO REVERSION IN EMPLOYER....................................61
         10.06    JURISDICTION................................................62
         10.07    TIMING OF DISTRIBUTIONS.....................................62
         10.08    BENEFICIARY DESIGNATIONS....................................63



                                       1
<PAGE>   4

                                     -iii-

         10.09    BENEFITS OF LOST PARTICIPANTS...............................64
         10.10    DIRECT TRUSTEE-TO-TRUSTEE TRANSFER OPTION...................65

ARTICLE XI -AMENDMENTS AND ACTION BY EMPLOYER.................................66
         11.01    AMENDMENTS..................................................66
         11.02    ACTION BY EMPLOYER..........................................66

ARTICLE XII -SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS..........67
         12.01    SUCCESSOR EMPLOYER..........................................67
         12.02    PLAN ASSETS.................................................67

ARTICLE XIII -PLAN TERMINATION................................................69
         13.01    RIGHT TO TERMINATE..........................................69
         13.02    PARTIAL TERMINATION.........................................69
         13.03    LIQUIDATION OF THE PLAN.....................................69
         13.04    MANNER OF DISTRIBUTION......................................69

ARTICLE XIV -DISCHARGE OF DUTIES BY FIDUCIARIES...............................70




<PAGE>   5




                                  INTRODUCTION



         WHEREAS, HADCO Corporation, hereinafter referred to as the "Employer",
a corporation organized and existing under the laws of the Commonwealth of
Massachusetts, established effective October 27, 1973 the Hadco Printed
Circuits, Inc. Profit Sharing Plan and Trust for the purpose of providing
retirement benefits for those employees of the Employer entitled to participate
therein, and

         WHEREAS, the Employer has previously amended and restated said Plan;
and

         WHEREAS, the Employer has recently amended said Plan on September 15,
1998, December 2, 1998 and March 3, 1999, such amendments to be effective on or
before October 1, 1998;

         NOW, THEREFORE, the Employer hereby publishes this Restatement of the
HADCO Corporation Retirement Plan reflecting amendments adopted through March 3,
1999 for those of its Employees entitled to participate herein pursuant to the
provisions hereof.



<PAGE>   6

                                      -2-

                                    ARTICLE I

                                   DEFINITIONS

Whenever used herein or in the Trust agreement, the following words and phrases
shall have the meanings set forth below, unless a different definition is
specifically provided or a different meaning is clearly required by the context
in which such word or phrase is used. The words and phrases are in alphabetical
order and are capitalized when used throughout the Plan and Trust agreement.
(1/l/92)

1.01     ADJUSTMENT FACTOR shall mean the cost of living adjustment factor
         prescribed by the Secretary of the Treasury under Section 415(d) of the
         Code for years beginning after December 31, 1987, as applied to such
         items and in such manner as the Secretary shall provide. (1/l/88)

1.02     AFFILIATED EMPLOYER means any corporation which is a member of
         controlled group of corporations (as defined in Section 414(b) of the
         Code) which includes the Employer, any trade or business (whether or
         not incorporated) which is under common control (as defined in Section
         414(c) of the Code) with the Employer, any organization (whether or not
         incorporated) which is a member of an affiliated service group (as
         defined in Section 414(m) of the Code) which includes the Employer, and
         any other entity required to be aggregated with the Employer pursuant
         to regulations under Section 414(o) of the Code.
         (1/l/88)

1.03     AFTER-TAX CONTRIBUTIONS ACCOUNT shall mean the portion of a
         Participant's interest in this Plan which is attributable to his
         After-Tax Contributions. (Name change effective 1/l/92)

1.04     AFTER-TAX CONTRIBUTIONS shall mean the voluntary contributions made by
         a Participant pursuant to Section 3.05 of the Plan. (Name change
         effective 1/l/92)

1.05     BENEFICIARY shall mean the person(s) or other recipient designated in
         accordance with the provisions of Article X hereof to receive any death
         benefit which may become payable under this Plan.

1.06     BREAK IN SERVICE shall mean a Computation Period in which an Employee
         completes less than five hundred one (501) Hours of Service. (1/l/85)

1.07     CODE shall mean the Internal Revenue Code of 1986 and amendments
         thereto. (1/l/87)

1.08     COMPENSATION generally shall mean wages as defined in Section 3401 (a)
         of the Code and all other payments of compensation to an Employee by
         the Employer (in the course of the Employer's trade or business) for
         the Plan Year, for which the Employer is required to furnish the
         Employee a written statement under Section 6041(d) and 6051(a)(3) of
         the Code. Compensation shall be determined without regard to any rules
         under Section 3401(a) that limit the remuneration included in wages
         based on the nature or location of the employment or the services
         performed.



                                       2
<PAGE>   7

                                      -3-

         414(q) Compensation shall mean Compensation increased by elective
         deferrals as defined in Section 402(g)(3) of the Code and any amount
         which is contributed or deferred by the Employer at the election of the
         Employee and which is not includible in the gross income of the
         Employee under Section 125 of the Code. (1/l/98)

         401(k) Compensation shall mean 414(q) Compensation reduced by the
         amount of any cash bonuses, noncash fringe benefits, moving expenses
         and disability paid to the Employee for the Plan Year.

         (1/l/92; 3/10/93)

1.09     DEFINED CONTRIBUTION PLAN shall mean all defined contribution plans
         (whether or not terminated) of an employer which shall be treated as
         one defined contribution plan for purposes of applying the limitations
         of Section 415(b), (c), and (e) of the Code.

1.10     DETERMINATION DATE shall mean December 31. (1/l/87)

1.11     DISABILITY shall mean a Participant's permanent and total incapacity of
         engaging in any employment of the Employer for physical or mental
         reasons. Disability shall be deemed to exist only when a written
         application has been filed with the Plan Administrator by or on behalf
         of such Participant and when Disability is certified to the Plan
         Administrator by a licensed physician approved by the Plan
         Administrator; provided, however, that in the event any such
         Participant meets the requirements for disability benefits under the
         Social Security law then in effect, he shall thereafter be deemed to be
         disabled within the meaning of this definition.

1.12     EARLY RETIREMENT DATE shall mean the date the Participant attains age
         fifty-five (55) and completes seven (7) Years of Service. (10/l/97)

1.13     EFFECTIVE DATE shall mean the original effective date of the Plan,
         October 27, 1973.

1.14     EMPLOYEE shall mean any individual who is employed on or after the
         Effective Date by the Employer or by any Affiliated Employer, other
         than a non-resident alien employed outside the United States, and any
         individual who is a Leased Employee deemed to be an Employee pursuant
         to Section 1.28 below. (1/l/88)

         Notwithstanding the preceding paragraph, if a group of individuals
         would otherwise become Employees within the meaning of this Section
         1.14 as a result of an asset or stock acquisition, merger or other
         similar transaction occurring on or after January 1, 1997, such
         individuals shall not become Employees hereunder until the date the
         Board of Directors of the Employer affirmatively votes to include such
         group in the Plan. (1/l/97)

1.15     EMPLOYER shall mean HADCO Corporation, a corporation organized and
         existing under the laws of the Commonwealth of Massachusetts, and all
         its subsidiaries. (1/l/84)

1.16     EMPLOYER CONTRIBUTIONS shall mean the contributions paid hereunder by
         the Employer to the Trustee in accordance with the provisions of
         Article III of this document.



                                       3
<PAGE>   8

                                      -4-

1.17     ENTRY DATE shall mean any January 1, April 1, July 1 or October 1
         following the date a Participant meets the eligibility requirements of
         Section 2.01 of the Plan. (1/l/88)

1.18     ERISA shall mean Public Law No. 93-406, the Employee Retirement Income
         Security Act of 1974, and any amendments thereto.

1.19     FAMILY MEMBER generally means, with respect to any Employee or former
         Employee, any individual who is the spouse of the Employee or former
         Employee, a lineal ascendant or descendant of the Employee or former
         Employee, or the spouse of any such lineal ascendant or descendant.
         (1/l/88)

1.20     FISCAL YEAR shall mean a twelve (12) month period ending on the last
         Saturday in October.

1.21     FORFEITURES shall mean the portion of a Participant's Profit Sharing
         Account and/or Matching Contributions Account which is forfeited in
         accordance with Section 7.02 of Article VII hereof. (1/l/88)

1.22     401(k) ACCOUNT shall mean that portion of a Participant's Account which
         is attributable to 401(k) Contributions and Qualified Non-elective
         Contributions made on behalf of such Participant under Sections 3.02
         and 3.04 of the Plan. (1/l/88) (Name change effective 1/l/92)

1.23     401(k) CONTRIBUTIONS shall mean contributions to the Plan made by the
         Employer during the Plan Year at the election of the Participant in
         lieu of cash compensation made pursuant to a salary reduction agreement
         under Section 3.02 of the Plan. (1/l/88) (Name change effective 1/l/92)

1.24     HIGHLY COMPENSATED EMPLOYEE shall mean, for Plan Years beginning on or
         after January 1, 1997, an Employee who performs services for the
         Employer during the determination year and (a) was a five percent owner
         at any time during the determination year or the look-back year or (b)
         received 414(q) Compensation from the Employer in excess of $80,000.00
         for the look-back year and was in the top-paid group of Employees for
         such look-back year.

         For Plan Years ending on or before December 31, 1996, Highly
         Compensated Employee shall mean an Employee who performs services for
         the Employer during the determination year and is in one or more of the
         following groups:

         (a)      Employees who were five percent owners of the Employer at any
                  time during the look-back year or the determination year;

         (b)      Employees who received 414(q) Compensation during the
                  look-back year in excess of $75,000.00;

         (c)      Employees who received 414(q) Compensation during the
                  look-back year in excess of $50,000.00 and who were in the
                  top-paid group for the look-back year;



                                       4
<PAGE>   9

                                      -5-

         (d)      Employees who were officers of the Employer during the
                  look-back year and who received 414(q) Compensation during the
                  look-back year in excess of 50% of the limit in effect under
                  Section 415(b)(1)(A) of the Code for that year; and

         (e)      Employees who were in the group of the one hundred Employees
                  who received the most 414(q) Compensation from the Employer
                  during the determination year and are also described in any of
                  paragraphs (b), (c) or (d) above when those paragraphs are
                  modified to substitute the determination year for the
                  look-back year.

         Highly Compensated Employee shall also include any former Employee who
         separated from service prior to the determination year and who was an
         active Highly Compensated Employee in the year of separation or in any
         determination year after attaining age 55, except as provided in the
         following sentence. A former Employee who separated from service prior
         to 1987 shall be treated as Highly Compensated Employee only if during
         the separation year, the year preceding the separation year, the last
         year ending before the Employee's 55th birthday, or any year after the
         Employee attained age 55, the Employee was a five percent owner or
         received 414(q) Compensation in excess of $50,000.00.

         The following rules apply for purposes of this definition:

         The "determination year" shall be the Plan Year for which testing is
         being performed. The "look-back year" shall be the twelvemonth period
         immediately preceding the determination year.

         Each Employee who is, on any day during a determination year or
         lookback year ending on or before December 31, 1996, a Family Member of
         either a five percent owner who is an active or former Employee or a
         Highly Compensated Employee who is one of the ten most highly
         compensated Employees, ranked on the basis of 414(q) Compensation paid
         by the Employer during such year, shall be aggregated with the five
         percent owner or top ten Highly Compensated Employee. In such case, the
         Family Members and five percent owner or top ten Highly Compensated
         Employee shall be treated as a single Employee receiving compensation
         and plan contributions or benefits equal to the sum of such
         compensation, contributions or benefits of the Family Member and five
         percent owner or top ten Highly Compensated Employee.

         The determination of who is a Highly Compensated Employee, including
         the determination of Employees who are five percent owners, the number
         and identity of Employees in the top-paid group, the top one hundred
         Employees, the number of Employees treated as officers, and the
         compensation that is considered (including adjustments by the Secretary
         of the Treasury for cost of living changes), will be made in accordance
         with Section 414(q) of the Code and the regulations thereunder.

         (1/1/88; 1/1/97)

1.25     HOUR OF SERVICE shall mean:



<PAGE>   10

                                      -6-

         (a)      Each hour for which an Employee is paid or entitled to payment
                  for the performance of duties for the Employer. These hours
                  shall be credited to the Employee for the computation period
                  in which the duties are performed; and

         (b)      Each hour for which an Employee is paid or entitled to payment
                  by the Employer on account of a period of time during which no
                  duties are performed (irrespective of whether the employment
                  relationship has terminated) due to vacation, holiday,
                  illness, incapacity (including disability), layoff, jury duty,
                  military duty, or leave of absence. No more than 501 Hours of
                  Service shall be credited under this paragraph for any single
                  continuous period (whether or not such period occurs in a
                  single computation period). Hours under this paragraph shall
                  be calculated and credited pursuant to Section 2530.200b2 of
                  the Department of Labor Regulations which are incorporated
                  herein by this reference; and

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

1.26     INVESTMENT COMMITTEE means the committee appointed by the Employer and
         acting in accordance with Section 8.03 of the Plan. (1/l/89)

1.27     KEY EMPLOYEE generally shall mean any Employee, former Employee, or
         Beneficiary of any Employee or former Employee who, at any time during
         a Plan Year or any of the four (4) preceding Plan Years, is:

         (a)      An officer of the Employer having an annual 414(q)
                  Compensation in excess of 50% of the limit in effect under
                  Section 415(b)(1)(A) of the Code for such year;

         (b)      One of the ten (10) Employees having an annual 414(q)
                  Compensation in excess of the limitation in effect under
                  Section 415(c)(1)(A) of the Code and owning (or considered as
                  owning within the meaning of Section 318 of the Code) the
                  largest interests in the Employer;
         (c)      five percent owner of the Employer; or

(d)      A one percent owner of the Employer having an annual 414(q)
         Compensation in excess of $150,000.

         The determination of who is a Key Employee, including the determination
         of the Employees who are one percent or five percent owners, the number
         of Employees treated as officers, and the compensation that is
         considered, will be made in accordance with Section 416(i) of the Code
         and the regulations thereunder.

         (1/l/88)



<PAGE>   11

                                      -7-

1.28     LEASED EMPLOYEE shall mean any individual (other than an Employee) who,
         pursuant to an agreement between the Employer and any other person
         (referred to as the "leasing organization") has performed services for
         the Employer on a substantially full time basis for a period of at
         least one year, if such services are performed under the primary
         direction or control of the Employer. Contributions or benefits
         provided a Leased Employee by the leasing organization which are
         attributable to services performed for the Employer shall be treated as
         provided by the Employer.

         A Leased Employee shall not be considered an Employee if (a) such
         individual is covered by a money purchase pension plan providing (i) a
         nonintegrated employer contribution rate of at least ten percent of
         compensation as defined in Code Section 415(c)(3), but including
         amounts contributed pursuant to a salary reduction agreement which are
         excludable from the employee's gross income under Code Sections 125,
         402(a)(8), 402(h) or 403(b), (ii) immediate participation, and (iii)
         full and immediate vesting; and (b) Leased Employees do not constitute
         more than 20 percent of the Non-highly Compensated Employees of the
         Employer.

         (1/l/88; 1/l/97)

1.29     MATCHING CONTRIBUTIONS shall mean contributions to the Trust made by
         the Employer for the Plan Year under Section 3.03 of the Plan and
         allocated to a Participant's Matching Contributions Account by reason
         of the Participant's 401(k) Contributions. (1/l/88)

1.30     MATCHING CONTRIBUTIONS ACCOUNT shall mean the portion of a
         Participant's Account which is attributable to Matching Contributions
         made on behalf of such Participant. (1/l/88)

1.31     NET PROFIT shall mean the net profit of HADCO Corporation and its
         subsidiaries on a consolidated basis, determined in accordance with
         generally accepted accounting principles. (1/l/84)

1.32     NON-HIGHLY COMPENSATED EMPLOYEE shall mean an Employee who is neither a
         Highly Compensated Employee nor a Family Member of a Highly Compensated
         Employee. (1/l/88)

1.33     NORMAL RETIREMENT AGE shall mean age sixty-five (65). NORMAL RETIREMENT
         DATE shall mean the later of the following:

         (a)      The Participant's sixty-fifth (65th) birthday, or

         (b)      The tenth (10th) anniversary of the time the Participant
                  commenced participation in the Plan.

         A Participant may continue participation beyond his Normal Retirement
         Date.


<PAGE>   12

                                      -8-

1.34     PARTICIPANT shall mean an Employee who is actively participating in the
         Plan in accordance with the provisions of Section 2.01 of Article II
         hereof.

1.35     PARTICIPANT'S ACCOUNT shall mean a Participant's Profit Sharing
         Account, Matching Contributions Account, After-Tax Contributions
         Account, 401(k) Account and Rollover Account referred to collectively.
         (1/l/88)

1.36     PARTICIPATION COMPUTATION PERIOD shall mean a twelve (12) consecutive
         month period during which an Employee completes one thousand (1,000)
         hours of service with the Employer. An Employee's initial Participation
         Computation Period shall be the twelve month period commencing with the
         Employee's employment commencement date. Thereafter, the Participation
         Computation Period shall be the Plan Year beginning with the Plan Year
         which includes the first anniversary of the Employee's employment
         commencement date, provided that an Employee who is credited with one
         thousand (1,000) hours of service in both the initial Participation
         Computation Period and the Plan Year which includes the first
         anniversary of the Employee's employment commencement date shall be
         credited with two years of service for purposes of eligibility to
         participate. (1/l/81)

1.37     PLAN shall mean the HADCO Corporation Retirement Plan. (Name change
         effective I/l/92)

1.38     PLAN ADMINISTRATOR shall mean the Employer or such other person or
         entity appointed by the Employer and acting in accordance with Section
         9.02 of the Plan. If the functions of the Plan Administrator are
         assigned to the Administrative Committee, PLAN ADMINISTRATOR shall mean
         the Administrative Committee.
         (1/l/92)

1.39     PLAN FIDUCIARY shall mean each of the Employer, the Plan Administrator,
         the Investment Committee, and the Trustee, but only with respect to the
         specific responsibilities of each for Plan and Trust Administration,
         all as described in Article IX, and shall also mean any investment
         manager appointed under Article VIII. (1/l/92)

1.40     PLAN YEAR shall mean, for years ending on or before October 28, 1979,
         the Fiscal Year. There shall be a short Plan Year beginning October 28,
         1979 and ending December 31, 1979. Thereafter, a Plan Year shall mean
         the twelve (12) month period beginning on each January 1 and ending on
         the succeeding December 31.
         (10/28/79)

1.41     PROFIT SHARING ACCOUNT shall mean the portion of a Participant's
         Account which is attributable to Profit Sharing Contributions made on
         behalf of such Participant.
         (1/1/88) (Name change effective 1/1/92)

1.42     PROFIT SHARING CONTRIBUTIONS shall mean contributions to the Trust made
         by the Employer for the Plan Year, other than 401(k) Contributions,
         Matching Contributions and Qualified Non-elective Contributions, and
         allocated to Profit Sharing Accounts under Section 3.01 of the Plan.
         (1/l/88) (Name change effective 1/l/92)


<PAGE>   13

                                      -9-

1.43     QUALIFIED JOINT AND SURVIVOR ANNUITY generally shall mean an annuity
         for the life of the Participant with a survivor annuity for the life of
         his spouse which is equal to two-thirds of the annuity payable during
         the joint lives of the Participant and his spouse, and which is the
         actuarial equivalent of a single life annuity for the life of the
         Participant. For benefits payable from account balances originally
         accrued under the Zycon Corporation Profit Sharing 401(k) Plan,
         QUALIFIED JOINT AND SURVIVOR ANNUITY shall mean an annuity for the life
         of the Participant with a survivor annuity for the life of his spouse
         which is equal to fifty percent (50%) of the annuity payable during the
         joint lives of the Participant and his spouse, and which is the
         actuarial equivalent of a single life annuity for the life of the
         Participant. (10/l/97)

1.44     QUALIFIED NON-ELECTIVE CONTRIBUTIONS shall mean contributions to the
         Trust made by the Employer for the Plan Year, other than 401(k)
         Contributions, Profit Sharing Contributions, and Matching
         Contributions, and allocated to Participants' 401(k) Accounts under
         Section 3.04 of the Plan. (1/l/88)

1.45     ROLLOVER ACCOUNT shall mean the portion of a Participant's interest in
         this Plan which is attributable to his Rollover Contributions. (1/l/84)

1.46     ROLLOVER CONTRIBUTION shall mean a contribution made by an Employee
         from another qualified plan as provided in Section 3.06 of this Plan.
         (1/l/84)

1.47     TOP HEAVY PLAN shall mean this Plan with respect to any Plan Year if,
         as of the last day of the preceding Plan Year, (i) the aggregate of the
         accounts of Key Employees under the Plan exceeds sixty (60%) percent of
         the aggregate of the accounts of all Employees under the Plan or (ii)
         this Plan is part of a top heavy group. For purposes of determining
         whether this Plan is a Top Heavy Plan, (A) each plan of the Employer in
         which a Key Employee is a Participant and (B) each other plan of the
         Employer which enables any plan described in subclause (A) to meet the
         requirements of Sections 401(a)(4) or 410 of the Code shall be
         aggregated. This Plan shall be considered as part of a top-heavy group
         for any Plan Year if it is included in a group of plans which are
         aggregated in accordance with the preceding sentence and the sum of (x)
         the present value of the cumulative accrued benefits for Key Employees
         under all defined benefit plans included in such aggregation group and
         (y) the aggregate of the accounts of Key Employees under all defined
         contribution plans included in such aggregation group exceeds sixty
         (60%) percent of a similar sum determined for all Employees. The
         following shall apply for purposes of this Section 1.47:

         (a)      For purposes of determining the present value of the
                  cumulative accrued benefit for any Employee or the amount of
                  the account of any Employee, such present value or amount
                  shall be increased by the aggregate distributions made with
                  respect to such Employee during the five (5) year period
                  ending on the Determination Date.

         (b)      Except to the extent provided in regulations issued by the
                  Secretary of the Treasury or his designate, any Rollover
                  Contribution (or similar transfer) initiated


<PAGE>   14

                                      -10-

                  by an Employee and made after December 31, 1983 to a plan
                  shall not be taken 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).

         (c)      If an individual is not a Key Employee with respect to any
                  plan for any Plan Year, but such individual was a Key Employee
                  with respect to such plan for any prior Plan Year, any accrued
                  benefit for such Employee and the account of such Employee
                  shall not be taken into account.

         (d)      If an individual has not received any Compensation from the
                  Employer (other than benefits under the Plan) at any time
                  during the five (5) year period ending on the determination
                  date, any accrued benefit for such individual and the account
                  of such individual shall not be taken into account. (1/l/85)

         (e)      To the extent provided in regulations issued by the Secretary
                  of the Treasury or his designate, this section shall be
                  applied on the basis of any year specified in such regulations
                  in lieu of plan years.

         (1/l/84)

1.48     TRUST shall mean the HADCO Corporation Retirement Trust established
         under a separate trust agreement between the Employer and Trustee, and
         forming a part of this Plan. (1/l/92)

1.49     TRUSTEE shall mean any person or other entity appointed by the Employer
         to act as Trustee under the Trust, and any successor Trustee, who or
         which has executed and is acting under the Trust. (1/l/92)

1.50     VALUATION DATE shall mean the last day of each calendar quarter.

1.51     VESTING COMPUTATION PERIOD shall mean the Plan Year. Each Vesting
         Computation Period during which the Employee completes one thousand
         (1,000) Hours of Service shall be considered a Year of Service for
         vesting purposes. An Employee who completes more than 1,000 hours of
         service during both twelve month periods extending from October 28,
         1979 to October 25, 1980 and from January 1, 1980 to December 3 1, 1980
         shall be credited with two Years of Service for purposes of determining
         his vested interest in his Profit Sharing Account. For purposes of
         crediting Years of Service under this Plan, an individual who becomes
         an Employee as a result of an asset or stock acquisition, merger or
         other similar transaction shall receive credit for service with his
         prior employer who was a party to such transaction. (10/28/79; 10/1/97)

1.52     Wherever used herein, a pronoun in the masculine gender shall be
         considered as including the feminine gender unless the context clearly
         indicates otherwise.



<PAGE>   15

                                      -11-

                                   ARTICLE II

                               PLAN PARTICIPATION

2.01     INITIAL PARTICIPATION

         For Plan Years ending on or before December 31, 1987, each Employee,
         other than an Employee who is covered by a collective bargaining
         agreement under which retirement benefits were the subject of good
         faith bargaining, shall commence participation hereunder on the first
         day of the month next following his completion of a Participation
         Computation Period during which he completed one thousand (1,000) Hours
         of Service, but in no event earlier than the Effective Date. For Plan
         Years beginning on or after January 1, 1988, each Employee, other than
         an Employee who is covered by a collective bargaining agreement under
         which retirement benefits were the subject of good faith bargaining,
         shall commence participation hereunder on the Entry Date next following
         the completion of a six month period of service with the Employer
         without regard to the number of Hours of Service completed. (1/l/88)

         For purposes of determining an Employee's initial eligibility to
         participate, an Employee shall receive credit for the time period
         commencing with the first day he performs an Hour of Service for the
         Employer and ending on the date a twelve consecutive month period of
         severance begins. A period of severance shall mean a period of time
         during which the Employee is no longer employed by the Employer, and
         shall begin on the earlier of (i) the date on which the Employee quits,
         retires, is discharged or dies or (ii) the first anniversary of the
         first day of a period in which the Employee remains absent from service
         (with or without pay) with the Employer for any reason other than quit,
         retirement, discharge or death, such as on account of vacation,
         holiday, sickness, disability, leave of absence or layoff; provided,
         however, that "second anniversary" shall be substituted for "first
         anniversary" under this clause (ii) for an Employee who is absent from
         service beyond the first anniversary of the first day of absence by
         reason of the pregnancy of the individual, the birth of a child of the
         individual, the placement of a child with the individual in connection
         with the adoption of such child by such individual, or for purposes of
         caring for such child for a period beginning immediately following such
         birth or placement.
         (1/l/88)

         For purposes of determining eligibility to participate in this Plan, an
         individual who becomes an Employee as a result of an asset or stock
         acquisition, merger or other similar transaction shall receive credit
         for service with his prior employer who was a party to such
         transaction. (10/l/97)

2.02     CESSATION OF PARTICIPATION

         A Participant shall become an inactive Participant on the date his
         employment with the Employer terminates. He shall remain an inactive
         Participant until the date on which the balance of his Participant
         Account is distributed to him, or is forfeited, at which time he shall
         cease to be an inactive Participant and become a former Participant.
         Active


<PAGE>   16

                                      -12-

         participation in this Plan subsequent to either of those dates shall be
         determined in accordance with Section 2.03.

2.03     REINSTATEMENT OF ACTIVE PARTICIPATION

         An inactive or former Participant shall recommence active participation
         in this Plan on his date of reemployment by the Employer. (1/l/85)



<PAGE>   17

                                      -13-

                                   ARTICLE III

                          CONTRIBUTIONS AND ALLOCATIONS

3.01     PROFIT SHARING CONTRIBUTIONS

         The Employer may make annual Profit Sharing Contributions to the Trust
         in accordance with this Section 3.01 for the Fiscal Year during which
         this Plan is established and for each subsequent Fiscal Year. The
         Profit Sharing Contribution for each Fiscal Year shall be an amount
         from the Employer's current or accumulated Net Profit as determined
         annually by the Board of Directors of the Employer, subject to the
         limitations set forth in this Section 3.01 and in Section 3.09,
         provided that the Board of Directors may determine that no Profit
         Sharing Contribution shall be made for a particular Fiscal Year
         regardless of whether the Employer has a Net Profit for such year or an
         accumulated Net Profit for prior Fiscal Years.

         The Profit Sharing Contribution for each Fiscal Year shall be limited
         in amount so that it does not exceed any of the following amounts:

         (a)      The sum of the Employer's Net Profit for such Fiscal Year plus
                  its accumulated Net Profit for prior Fiscal Years; or

         (b)      The maximum amount deductible from the Employer's income for
                  such Fiscal Year under Section 404 of the Code as a
                  contribution to a profit sharing plan which meets the
                  requirements for qualification under Section 401 of the Code,
                  after taking into consideration all other Employer
                  contributions under this Plan; or

         (c)      The aggregate individual Participant limitations in accordance
                  with Section 415 of the Code, as applied in accordance with
                  Section 3.09.

         The Profit Sharing Contribution for each Fiscal Year shall be paid to
         the Trustee as soon as practicable after the end of the Fiscal Year,
         but in any event not later than the due date for the Employer's federal
         income tax return for such Fiscal Year, including extensions. If no
         Profit Sharing contribution is to be made for a particular Fiscal Year,
         the Employer shall so notify the Trustee within sixty (60) days after
         the end of such Fiscal Year. Profit Sharing Contributions shall be
         allocated to the Profit Sharing Accounts of those Participants who
         shall have received any 401(k) Compensation during such Fiscal Year and
         who are employed on the last day of the Fiscal Year. Such contribution
         shall be allocated according to the ratio that each such Participant's
         401(k) Compensation for the Fiscal Year bears to the total 401(k)
         Compensation of all such Participants for the Fiscal Year. For
         individuals who have become Participants during the 1997 Fiscal Year as
         a result of an asset or stock acquisition, merger or other similar
         transaction, the 401(k) Compensation to be taken into account hereunder
         for said Fiscal Year shall be 401(k) Compensation received during the
         period from January 1, 1997 through October 25, 1997 from the Employer
         or from the individual's prior employer who was a party to the
         transaction. For individuals who have become Participants during the
         1998 Fiscal Year


<PAGE>   18

                                      -14-

         as a result of an asset or stock acquisition, merger or other similar
         transaction, the 401(k) Compensation to be taken into account hereunder
         for said Fiscal Year shall be 401(k) Compensation received during the
         period from April 1, 1998 through October 31, 1998 from the Employer or
         from the individual's prior employer who was a party to the
         transaction.

         (1/1/88; 3/10/93; 1/1/97; 1/1/98)

3.02     401(k) CONTRIBUTIONS

         Effective as of April 1, 1988, an Employee who has met the eligibility
         and participation requirements of Article II may elect to defer not
         less than 1% nor more than 15% of his 401(k) Compensation pursuant to a
         salary reduction agreement with the Employer, in lieu of receiving cash
         compensation. Such deferred amounts shall be paid by the Employer to
         the Trustee as 401(k) Contributions promptly following each pay period
         and shall be allocated to the Participant's 401(k) Account. 401(k)
         Contributions may be made under this Section 3.02 without regard to
         current or accumulated Net Profits of the Employer.

         An initial election to authorize 401(k) Contributions must be effective
         as of an Entry Date following the date of the election. A Participant
         may change the amount of his 401(k) Contribution as of the beginning of
         any calendar quarter, or more frequently if administratively feasible,
         and may revoke any election to authorize 401(k) Contributions at any
         time. No such change or revocation may be retroactively effective. No
         Participant shall be required to make an election under this Section
         3.02.

         No Employee shall be permitted to have 401(k) Contributions made under
         this Plan during any calendar year in excess of $7,000.00 adjusted for
         cost of living changes determined by the Secretary of the Treasury
         under Section 402(g) of the Code. In addition, 401(k) Contributions on
         behalf of Highly Compensated Employees shall be limited as provided in
         Section 3.09. The provisions of Section 4.04 shall further limit the
         election and amount of 401(k) Contributions for any Participant who has
         received a hardship distribution pursuant to that Section.

         (1/l/88; 7/l/96)

3.03     MATCHING CONTRIBUTIONS

         The Employer shall make Matching Contributions to the Trust on behalf
         of each Participant for whom 401(k) Contributions have been made during
         the Plan Year, in accordance with this Section 3.03 and subject to the
         limits of Section 3.09.

         The amount of the Matching Contribution for Plan Years ending on or
         before December 31, 1996 shall be equal to 25% of the amount of the
         Participant's aggregate 401(k) Contributions for the Plan Year that do
         not exceed four (4%) percent of the Participant's aggregate 401(k)
         Compensation for the Plan Year.


<PAGE>   19

                                      -15-

         The amount of the Matching Contribution for the 1997 Plan Year shall be
         equal to the sum of (1) 25% of the amount of the Participant's
         aggregate 401(k) Contributions for the period from January 1, 1997
         through October 31, 1997 that do not exceed four (4%) percent of the
         Participant's aggregate 401(k) Compensation for such period, and (2)
         50% of the amount of the Participant's aggregate 401(k) Contributions
         for the period from November 1, 1997 through December 31, 1997 that do
         not exceed six (6%) percent of the Participant's aggregate 401(k)
         Compensation for such period.

         The amount of the Matching Contribution for Plan Years beginning on or
         after January 1, 1998 shall be equal to 50% of the amount of the
         Participant's aggregate 401(k). Contributions for the Plan Year that do
         not exceed six (6%) percent of the Participant's aggregate 401(k)
         Compensation for the Plan Year.

         The Employer's Matching Contribution for each Participant shall be
         recalculated monthly or more frequently based upon the Participant's
         year-to-date 401(k) Contributions and 401(k) Compensation. For the 1997
         Plan Year, any Participant who reached the maximum permitted 401(k)
         Contributions under Section 3.02 prior to the end of the Plan Year and
         who is employed on the last day of the Plan Year shall be treated as
         having made his 401(k) Contributions and having received his 401(k)
         Compensation in equal monthly amounts over the entire Plan Year.

         Matching Contributions under this Section 3.03 may be made without
         regard to current or accumulated Net Profits.

         Matching Contributions shall be paid by the Employer to the Trustees
         not later than the due date for the Employer's federal income tax
         return for the Fiscal Year which ends within the Plan Year, including
         extensions. Matching Contributions shall be allocated to the Matching
         Contributions Accounts of the respective Participants on whose behalf
         the contributions are made.

         (1/l/88; 1/l/94; 11/l/97)

3.04     QUALIFIED NON-ELECTIVE CONTRIBUTIONS

         The Employer may make Qualified Non-elective Contributions to the Trust
         in accordance with this Section 3.04 for any Plan Year. If a
         Participant authorizes 401(k) Contributions under Section 3.02 when he
         first becomes eligible to do so, the Employer shall contribute to the
         Trust on behalf of such Participant as a Qualified Non-elective
         Contribution the sum of $100.00 without regard to the amount of the
         401(k) Contribution. Any additional Qualified Non-elective Contribution
         for any Plan Year shall be an amount as determined annually by the
         Board of Directors of the Employer, subject to the limitations set
         forth in Section 3,.09, provided that the Board of Directors may
         determine that no Qualified Non-elective Contribution shall be made for
         a particular Plan Year, and provided further that the Board of
         Directors may authorize any additional Qualified Non-elective
         Contribution to be allocated among all Participants who are Non-highly
         Compensated Employees equally, or according to the ratio that each such
         Participant's 401(k) Contributions for the


<PAGE>   20

                                      -16-

         Plan Year bears to the total 401(k) Contributions of all Participants
         who are Non-highly Compensated Employees, or according to the ratio
         that each such Participant's Compensation bears to the total
         Compensation of all Participants who are Non-highly Compensated
         Employees for the Plan Year.

         Qualified Non-elective Contributions under this Section 3.04 may be
         made without regard to current or accumulated Net Profits.

         Qualified Non-elective Contributions shall be paid to the Trustee as
         soon as practicable after the end of the Plan Year, but in any event
         not later than the due date for the Employer's federal income tax
         return for the Fiscal Year which ends within such Plan Year, including
         extensions, shall be allocated to the 401(k) Accounts of Participants
         on whose behalf the contributions are made, and shall be fully vested
         when made.

         (1/l/88)

3.05     AFTER-TAX CONTRIBUTIONS

         For Plan Years ending on or before December 31, 1987, a Participant may
         elect to make After-Tax Contributions to the Trust by executing an
         application authorizing the Employer to make regular payroll deductions
         of said After-Tax Contributions or by means of a lump sum payment to
         the Trust. The amount of such After-Tax Contributions shall be subject
         to the limitations of Section 3.09, and the aggregate of all amounts a
         Participant contributes shall not exceed ten (10%) percent of the total
         Compensation paid to him since he became a Participant in the Plan.
         After-Tax Contributions shall be allocated to the After-Tax
         Contributions Account of the Participant who has made such
         contribution.

         (1/l/88)

3.06     ROLLOVER CONTRIBUTIONS

         An Employee may, with the consent of the Plan Administrator and the
         Trustee, contribute to the Trust a participant note for a plan loan or
         cash as a Rollover Contribution from another qualified plan or trust or
         an individual retirement account or annuity in accordance with Sections
         402(c)(4), 403(a)(4) or 408(d)(3) of the Code and the regulations
         thereunder. A participant note for a plan loan must be assigned to the
         Trust directly from the other qualified plan or trust. The Plan
         Administrator or Trustee shall maintain a separate Rollover Account
         under the Trust for each Employee who has made a Rollover Contribution.
         All such Rollover Contributions and the investments thereon shall
         immediately become and at all times remain fully vested in the
         Employee. Rollover contributions shall not be taken into consideration
         in determining the limitations set forth in Section 3.09. (1/l/88;
         1/l/97)


<PAGE>   21

                                      -17-

3.07     FORFEITURES

         Any Forfeitures from Profit Sharing Accounts which have become
         available for distribution during a Plan Year shall be credited to the
         Profit Sharing Accounts of those Participants who are entitled to share
         in the Employer's Profit Sharing Contribution for the Fiscal Year
         ending with or within such Plan Year (regardless of whether a Profit
         Sharing Contribution has been made) and such amounts shall be allocated
         in the same manner as the Employer's Profit Sharing Contribution under
         Section 3.01.

         Any Forfeitures from Matching Contributions Accounts which have arisen
         during a Plan Year shall be used to reduce the amount of Matching
         Contributions required to be made by the Employer under Section 3.03
         for the Plan Year. In the event that the amount of such Forfeitures
         exceeds the amount of Matching Contributions so required, the excess
         shall be held in a suspense account to be used to reduce the amount of
         Matching Contributions required for any subsequent Plan Year. In the
         event that upon the termination of the Plan there is any amount then
         held in such suspense account, such amount shall be allocated among
         those Participants who have a balance in their Matching Contributions
         Accounts according to the ratio that the aggregate of each such
         Participant's Matching Contributions Account and 401(k) Account bears
         to the aggregate of all Participants' Matching Contributions Accounts
         and 401(k) Accounts, and such amounts shall be credited to such
         Matching Contributions Accounts, subject to Sections 3.09 and 3.10.

         (1/l/88)

3.08     INVESTMENT ADJUSTMENT

         Beginning as of July 1, 1996, the net earnings or losses of the trust
         fund shall be computed on a daily basis. Dividends and interest shall
         be credited as of the date they are declared, and gains and losses from
         investments shall be credited or debited at the time they are realized.

         (1/l/88; 7/l/96)

3.09     LIMITATIONS ON ALLOCATIONS AND CONTRIBUTIONS

         (a)      Maximum Annual Additions

                  All annual additions made under the provisions of this Article
                  III within any Plan Year and with respect to any Participant
                  shall not exceed the lesser of:

                  (i)      Thirty thousand dollars ($30,000.00) or, if greater,
                           one-fourth of the dollar limitation in effect under
                           Section 415(b)(1)(A) of the Code, or

                  (ii)     for Plan Years ending on or before December 31, 1997,
                           25% of the Participant's Compensation for such Plan
                           Year, or for Plan Years


<PAGE>   22

                                      -18-

                           beginning on or after January 1, 1998, 25% of the
                           Participant's 414(q) Compensation for such Plan Year.

                  For Plan Years ending on or before December 31, 1986, the term
                  "annual addition" shall mean the sum of (1) Employer
                  Contributions, plus (2) the lesser of one-half (1/2) of the
                  Participant's After-Tax Contributions or such Participant's
                  After-Tax Contributions in excess of six percent (6%) of his
                  annual Compensation, plus (3) Forfeitures. For Plan Years
                  beginning after December 31, 1986, the term "annual addition"
                  shall mean the amount allocated to a Participant's Account
                  during the Plan Year that constitutes Profit Sharing
                  Contributions, 401(k) Contributions, Matching Contributions,
                  Qualified Non-elective Contributions, After-Tax Contributions
                  and Forfeitures.

                  In the event the limits of this Section 3.09(a) are exceeded,
                  the provisions of Section 3.10(a) shall become effective.

                  (1/1/88; 1/1/98)

         (b)      Maximum 401(k) Contributions ("ADP Test")

                  The average actual deferral percentage for eligible
                  Participants who are Highly Compensated Employees for the Plan
                  Year shall not exceed the greater of (i) or (ii) below:

                  (i)      the average actual deferral percentage for eligible
                           Participants who are Non-highly Compensated Employees
                           for the Plan Year multiplied by 1.25, or

                  (ii)     the average actual deferral percentage for eligible
                           Participants who are Non-highly Compensated Employees
                           for the Plan Year multiplied by 2.0, provided that
                           the average actual deferral percentage for eligible
                           Participants who are Highly Compensated Employees
                           does not exceed the average actual deferral
                           percentage for eligible Participants who are
                           Non-highly Compensated Employees by more than two
                           percentage points or such lesser amount as the
                           Secretary of the Treasury may prescribe by
                           regulation, and provided further that the provisions
                           of Section 3.09(d) are not applicable.

                  For purposes of this Section 3.09(b) and Section 3.10(c), the
                  following definitions shall be used:

                  (x)      "Actual deferral percentage" shall mean the ratio
                           (expressed as a percentage and rounded to the nearest
                           one-hundredth of a percent) of 401(k) Contributions
                           and, to the extent needed to meet the requirements of
                           Section 401(k)(3)(A)(ii) of the Code, Qualified
                           Non-elective Contributions on behalf of the eligible
                           Participant for the Plan Year to the eligible
                           Participant's 414(q) Compensation for the Plan Year
                           and shall be


<PAGE>   23

                                      -19-

                           determined separately for each eligible Participant.
                           The actual deferral percentage of an eligible
                           Participant who does not elect to have 401(k)
                           Contributions made to his Account shall be zero.

                  (y)      "Average actual deferral percentage" shall mean the
                           average (expressed as a percentage and rounded to the
                           nearest one-hundredth of a percent) of the actual
                           deferral percentages of the eligible Participants in
                           a group.

                  (z)      "Eligible Participant" shall mean any Participant who
                           is eligible under the terms of the Plan to have
                           401(k) Contributions allocated to his Account for all
                           or any part of the Plan Year and includes an Employee
                           who would be a Participant but for his failure to
                           elect 401(k) Contributions, an Employee whose
                           eligibility to elect 401(k) Contributions has been
                           suspended because of an election not to participate
                           or because of a distribution or a loan, and an
                           Employee who cannot elect 401(k) Contributions
                           because the limitations on annual additions set out
                           in Section 3.09(a) above would be exceeded.

                  For purposes of calculating actual deferral percentages, a
                  401(k) Contribution shall be taken into account for the Plan
                  Year being tested only if the contribution (1) is allocated to
                  the Participant's Account as of a date within the Plan Year,
                  (2) is not contingent upon the Participant's participation in
                  the Plan or performance of services on any date subsequent to
                  that date, (3) is actually paid to the trust no later than the
                  end of the 12-month period immediately following the Plan Year
                  to which the contribution relates, and (4) relates to
                  compensation that, but for the Participant's election to
                  authorize the contribution, would have been received by him in
                  the Plan Year or within two and one-half months after the
                  close of the Plan Year. Qualified Non-elective Contributions
                  may be taken into account to the extent needed to meet the
                  requirements of Section 401(k)(3)(A)(ii) of the Code, as set
                  out in paragraphs (i) and (ii) above, in accordance with the
                  provisions of Treasury Reg. ss.1.401(k)-1 (b) which is
                  incorporated herein by reference.

                  For Plan Years ending on or before December 31, 1996, for
                  purposes of the ADP Tests under paragraphs (i) and (ii) above,
                  Employees who are Family Members of a five percent owner or a
                  Highly Compensated Employee who is one of the ten most highly
                  compensated Employees, ranked on the basis of 414(q).
                  Compensation paid by the Employer during such year, shall be
                  aggregated with the Highly Compensated Employee. Where family
                  aggregation is required, the related Employees are treated as
                  one Highly Compensated Employee and the actual deferral
                  percentage for the group is the ratio determined by combining
                  the 414(q) Compensation, 401(k) Contributions and Qualified
                  Non-elective Contributions of the Highly Compensated Employee
                  and all Family Members. Once the ratio for the group has been
                  determined, the 414(q) Compensation, 401(k) Contributions and
                  Qualified Non-elective Contributions of each Family Member are
                  not separately taken into account in the applicable test.


<PAGE>   24

                                      -20-

                  The determination and treatment of the 401(k) Contributions,
                  Qualified Non-elective Contributions and actual deferral
                  percentage of any Participant shall satisfy such other
                  requirements as may be prescribed under Treasury Reg.
                  ss.1.401(k)-1(b).

                  In the event the limits of this Section 3.09(b) are exceeded,
                  the provisions of Section 3.10(c) shall become effective.

                  (1/l/93)

         (c)      Maximum Employee Contributions and Matching Contributions
                  ("ACP Test")

                  The average contribution percentage for eligible Participants
                  who are Highly Compensated Employees for the Plan Year shall
                  not exceed the greater of (i) or (ii) below:

                  (i)      The average contribution percentage for eligible
                           Participants who are Non-highly Compensated Employees
                           for the Plan Year multiplied by 1.25; or

                  (ii)     The average contribution percentage for eligible
                           Participants who are Non-highly Compensated Employees
                           for the Plan Year multiplied by 2.0, provided that
                           the average contribution percentage for eligible
                           Participants who are Highly Compensated Employees
                           does not exceed the average contribution percentage
                           for eligible Participants who are Non-highly
                           Compensated Employees by more than two percentage
                           points or such lesser amount as the Secretary of the
                           Treasury may prescribe by regulation, and provided
                           further that the provisions of Section 3.09(d) are
                           not applicable.

                  For purposes of this Section 3.09(c) and Section 3.10(d), the
                  following definitions shall be used:

                  (w)      "Average contribution percentage" shall mean the
                           average (expressed as a percentage and rounded to the
                           nearest one-hundredth of a percent) of the
                           contribution percentages of the eligible Participants
                           in a group.

                  (x)      "Contribution percentage" shall mean the ratio
                           (expressed as a percentage and rounded to the nearest
                           one-hundredth of a percent), of the sum of the
                           employee contributions and Matching Contributions
                           under the Plan on behalf of the eligible Participant
                           for the Plan Year to the eligible Participant's
                           414(q) Compensation for the Plan Year and shall be
                           determined separately for each eligible Participant.
                           The contribution percentage of an eligible
                           Participant who makes no employee contributions and
                           receives no Matching Contributions shall be zero.

                  (y)      "Eligible Participant" shall mean any Participant who
                           is eligible under the terms of the Plan to have
                           Employee Contributions or Matching


<PAGE>   25

                                      -21-

                           Contributions allocated to his account for all or any
                           part of the Plan Year and includes an Employee who
                           would be a Participant but for his failure to make
                           contributions under this or any other Plan, an
                           employee whose eligibility to make employee
                           contributions or to receive Matching Contributions
                           has been suspended because of an election not to
                           participate, and an Employee who cannot make employee
                           contributions or receive a Matching Contribution
                           because the limitations on annual additions set out
                           in Section 3.09(a) above would be exceeded.

                  (z)      "Employee Contributions" shall mean any mandatory or
                           voluntary contribution to the plan that is treated at
                           the time of contribution as an after-tax employee
                           contribution and is allocated to a separate account
                           to which earnings and losses are allocated and
                           includes After-Tax Contributions and amounts
                           attributable to Excess 401(k) Contributions as
                           defined in Section 3.10(c) that have been
                           recharacterized as contributed by the Participant to
                           the Trust. Employee contributions do not include
                           repayment of loans, repayment of distributions
                           described in Section 411(a)(7)(C) of the Code and
                           Section 7.03 of the Plan, and employee contributions
                           that are transferred to the Plan from another Plan.

                  For purposes of calculating actual contribution percentages,
                  an employee contribution shall be taken into account for the
                  Plan Year being tested only if the contribution is paid to the
                  trust during the Plan year or paid to an agent of the Plan
                  within the Plan Year and transmitted to the Trust within a
                  reasonable period after the end of the Plan Year. An Excess
                  401(k) Contribution that is re-characterized shall be taken
                  into account in the Plan Year in which the contribution would
                  have been received in cash by the Participant had he not
                  elected to defer the amount. A Matching Contribution shall be
                  taken into account for a Plan Year only if it (1) is made on
                  account of the Participant's elective or employee
                  contributions for the Plan year, (2) is allocated to the
                  Participant's Account as of a date within the Plan Year, and
                  (3) is actually paid to the trust no later than the end of the
                  12-month period immediately following the Plan Year to which
                  the contribution relates. A Matching Contribution that is
                  forfeited to correct Excess Aggregate Contributions, or
                  because the contribution to which it relates is treated as an
                  Excess Deferral under Section 3.10(b), an Excess 401(k)
                  Contribution under Section 3.10(c), or an Excess Aggregate
                  Contribution under Section 3.10(d) shall not be taken into
                  account for purposes of calculating actual contribution
                  percentages. Qualified Non-elective Contributions may be
                  treated as Matching Contributions and taken into account to
                  the extent needed to meet the requirements of Section 401(m)
                  (2)(A) of the Code, as set out in paragraphs (i) and (ii)
                  above, if and to the extent not used to meet the requirements
                  of Section 401(k)(3)(A)(ii) of the Code and if the
                  requirements of Treasury Reg. ss.1.401 (m)-1(b)(5) are
                  satisfied.

                  For Plan Years ending on or before December 31, 1996, for
                  purposes of the ACP Tests under paragraphs (i) and (ii) above,
                  Employees who are Family Members of a five percent owner or a
                  Highly Compensated Employee who is one of the ten


<PAGE>   26

                                      -22-

                  most highly compensated Employees shall be aggregated with the
                  Highly Compensated Employee. Where family aggregation is
                  required, the related Employees are treated as one Highly
                  Compensated Employee and the contribution percentage for the
                  group is the ratio determined by combining the 414(q)
                  Compensation, employee contributions and Matching
                  Contributions of the Highly Compensated Employee and all
                  Family Members. Once the ratio for the group has been
                  determined, the 414(q) Compensation, employee contributions
                  and Matching Contributions of each Family Member are not
                  separately taken into account in the applicable test. (1/l/97)

                  The determination and treatment of employee contributions,
                  Matching Contributions and Qualified Non-elective
                  Contributions and the contribution percentage of any eligible
                  Participant shall satisfy such other requirements as may be
                  prescribed under Treasury Reg. ss.1.401(m)(I)(b), which is
                  incorporated herein by reference.

                  In the event the limits of this Section 3.09(c) are exceeded,
                  the provisions of Section 3.10(d) shall become effective.
                  (1/l/93)

         (d)      Restrictions on Multiple Use of Alternative Limitation for ADP
                  and ACP Tests

                  The provisions of Sections 3.09(b)(ii) and 3.09(c)(ii) set
                  forth alternative methods of compliance with Sections 401(k)
                  and 401(m) of the Code, respectively, and are referred to in
                  this section as the "alternative limitation." Multiple use of
                  the alternative limitation under both Section 3.09(b) and
                  Section 3.09(c) is not permitted. A determination whether
                  multiple use of the alternative limitation has occurred shall
                  be made in accordance with Treasury Reg.
                  ss.1.401(m)-1(b).

                  In the event multiple use of the alternative limitation has
                  occurred with respect to a Plan Year, such multiple use shall
                  be corrected in accordance with this Section 3.09(d). The
                  Employer shall have the option of eliminating the multiple use
                  of the alternative limitation by making Qualified Non-elective
                  Contributions. If such Qualified Non-elective Contributions
                  are not made, or are made but do not eliminate the multiple
                  use of the alternative limitation, the actual contribution
                  percentage of the entire group of eligible Participants who
                  are Highly Compensated Employees shall be reduced so that
                  there is no multiple use of the alternative limitation. The
                  calculation of the amount of the reduction of the actual
                  contribution percentages shall be made in accordance with the
                  provisions of Treasury Reg. ss.1.401(m)-1(e)(2), which is
                  incorporated herein by reference.

                  (1/l/93)

         (e)      Limitations on Compensation

                  For Plan Years beginning after December 31, 1993, the
                  Compensation of each Employee taken into account under this
                  Plan shall not exceed $150,000.00,


<PAGE>   27

                                      -23-

                  adjusted for cost of living changes determined by the
                  Secretary of the Treasury under Section 401(a)(17)(B) of the
                  Code. For Plan Years beginning after December 31, 1988 and
                  before January 1, 1994, the Compensation of each Employee
                  taken into account under this Plan shall not exceed $200,000
                  adjusted for cost of living changes determined by the
                  Secretary of the Treasury under Section 401(a)(17) of the
                  Code. The Compensation of an Employee who is a five percent
                  owner or a Highly Compensated Employee who is one of the ten
                  most highly compensated employees ranked on the basis of
                  Compensation paid by the Employer during such year shall
                  include the Compensation of the spouse of the Employee and of
                  any lineal descendant of the Employee who has not attained age
                  19 before the end of the Plan Year, and such persons shall not
                  be considered separate Employees.

                  (1/l/89; 1/l/94)

3.10     ALLOCATION OF EXCESS ALLOCATIONS AND CONTRIBUTIONS

         (a)      Excess Annual Additions

                  The following steps shall be taken when a Participant has
                  received an allocation to his Participant Account in a given
                  Plan Year which results in an annual addition that would
                  exceed the limitations in 3.09(a) above:

                  (i)      That portion of a Participant's After-Tax
                           Contribution for that Plan Year which is a part of
                           the annual additions shall be refunded to him to the
                           extent necessary to reduce the annual addition to the
                           allowable limits as set forth in Section 3.09(a)
                           above.

                  (ii)     If, after returning a Participant's After-Tax
                           Contributions for that Plan Year as called for in (i)
                           above, the limits of Section 3.09(a) are still
                           exceeded, then the excess portion of the allocation
                           of Profit Sharing Contributions and Forfeitures shall
                           be reallocated to eligible Participants as a
                           Forfeiture for the Year in the manner described in
                           Section 3.07 of this Article III.

                  (iii)    In the event that any Profit Sharing Contributions
                           and/or Forfeitures may still be remaining subsequent
                           to the procedures set forth in (ii) above, then such
                           amounts shall be placed in a suspense account to be
                           reallocated on the next succeeding Allocation Date in
                           accordance with Section 3.07 of this Article Ill. In
                           the event of termination of the Plan, the suspense
                           account shall revert to the Employer to the extent it
                           may not then be allocated to any Participant's
                           Account.

                  (iv)     Notwithstanding any other provisions of this Plan,
                           the Employer shall not contribute any amount that
                           would cause an allocation to the suspense account as
                           of the date the contribution is allocated. If the
                           contribution is


<PAGE>   28

                                      -24-

                           made prior to the date as of which it is to be
                           allocated, then such contribution shall not exceed an
                           amount that would cause an allocation to the suspense
                           account if the date of contribution were on the
                           allocation date. If an allocation is made to such
                           suspense account, it shall contain gains or losses.
                           Any such gains shall be viewed as an annual addition
                           at the time they are allocated to a Participant's
                           Account.

                  (1/l/87)

         (b)      Excess Deferrals

                  In the event the aggregate elective deferrals of a Participant
                  under one or more plans described in Sections 401(k), 408(k)
                  or 403(b) of the Code exceed $7,000.00 (adjusted for cost of
                  living changes as provided in Section 3.02) for any taxable
                  year of such Participant, the excess deferral amount for such
                  year that the Participant allocates to this Plan and income
                  allocable thereto shall be distributed no later than April 1
                  following the close of such taxable year, provided that the
                  Participant gives written notice on or before March 1
                  following the close of the taxable year specifying the excess
                  deferral amount allocated to this Plan and stating that if
                  such amounts are not distributed, such excess deferral amount,
                  when added to amounts deferred under other plans or
                  arrangements described in Sections 401(k), 408(k), or 403 (b)
                  of the Code, will exceed the limit imposed on the Participant
                  by Section 402(g) of the Code for the year in which the
                  deferral occurred. Notwithstanding a distribution under this
                  Section 3.10(b), any excess deferral amount allocated to this
                  Plan shall be treated as a 401(k) Contribution for purposes of
                  applying Section 3.09(b). (1/l/88; 7/l/96)

         (c)      Excess 401(k) Contributions

                  The Plan Administrator may suspend, reduce or prohibit all
                  401(k) Contributions made on behalf of Participants who are
                  Highly Compensated Employees for any Plan Year or part
                  thereof, if the Plan Administrator in its discretion
                  determines that such 401(k) Contributions may result in an
                  actual deferral percentage that exceeds the limits of Section
                  3.09(b). In the event the limits of Section 3.09(b) are
                  exceeded for any Plan Year, the excess contributions shall be
                  treated as provided in (i) or (ii) below:

                  (i)      At the Participant's written election, excess
                           contributions and income allocable thereto shall be
                           treated as an amount distributed to the Participant
                           and then contributed by the Participant to the Trust,
                           provided that such treatment does not cause the
                           limitations of Sections 3.09(a) or 3.09(c) to be
                           exceeded.

                  (ii)     For Plan Years ending on or before December 31, 1996,
                           except as otherwise elected in writing by a
                           Participant pursuant to (i) above, excess
                           contributions and income or loss allocable thereto
                           shall be distributed no


<PAGE>   29

                                      -25-

                           later than the last day of the following Plan Year to
                           Participants on whose behalf such excess
                           contributions were made. Any distribution of excess
                           contributions for any Plan Year shall be made to
                           Highly Compensated Employees on the basis of the
                           respective portions of the excess contributions
                           attributable to each of such Employees. For Plan
                           Years beginning on or after January 1, 1997, any
                           distribution of excess contributions for any Plan
                           Year shall be made to Highly Compensated Employees on
                           the basis of the amount of contributions by, or on
                           behalf of, each of such Employees. (1/1/97)

                  Allocable income or loss shall include income or loss for the
                  Plan Year in which the limits were exceeded. Allocable income
                  or loss shall be determined by multiplying the income or loss
                  for the Plan Year by a fraction, the numerator of which is the
                  excess contributions for the Plan Year and the denominator of
                  which is the Participant's account balance attributable to
                  401(k) Contributions, Matching Contributions and Qualified
                  Non-elective Contributions as of the end of the Plan Year
                  minus the income or plus the loss allocable to such account
                  balance for the Plan Year.

                  (1/1/88)

                  The term "excess contributions" means, with respect to any
                  Plan Year, the excess of (x) the aggregate amount of 401(k)
                  Contributions, Matching Contributions and Qualified
                  Non-elective Contributions actually paid over to the Trustees
                  on behalf of Highly Compensated Employees for such Plan Year,
                  over (y) the maximum amount of such contributions permitted
                  under the limitations of Section 3.09(b) (determined by
                  reducing contributions made on behalf of Highly Compensated
                  Employees in order of actual deferral percentages beginning
                  with the highest of such percentages).

                  (1/l/88)

         (d)      Excess Aggregate Contributions

                  In the event the limits of Section 3.09(c) are exceeded for
                  any Plan Year, excess aggregate contributions and income or
                  loss allocable thereto shall be forfeited, if otherwise
                  forfeitable under the terms of this Plan, or if not
                  forfeitable, distributed no later than the last day of the
                  following Plan Year to Participants to whose accounts such
                  After-Tax Contributions or Matching Contributions were
                  allocated. For Plan Years ending on or before December 31,
                  1996, any distribution of excess aggregate contributions for
                  any Plan Year shall be made to Highly Compensated Employees on
                  the basis of the respective portions of such amounts
                  attributable to each of such Employees. Forfeitures of excess
                  aggregate contributions may not be allocated to Participants
                  whose contributions are reduced under this paragraph. For Plan
                  Years beginning on or after January 1, 1997, any distribution
                  of excess aggregate contributions for any Plan Year shall be
                  made to Highly Compensated


<PAGE>   30

                                      -26-

                  Employees on the basis of the amount of contributions by, or
                  on behalf of, each of such Employees. (1/1/97)

                  Allocable income or loss shall include income or loss both for
                  the Plan Year in which the limits were exceeded. Allocable
                  income or loss shall be determined by multiplying the income
                  or loss for the Plan Year by a fraction, the numerator of
                  which is the excess aggregate contributions for the Plan Year
                  and the denominator of which is the Participant's account
                  balance attributable to After-Tax Contributions and Matching
                  Contributions as of the end of the Plan Year minus the income
                  or plus the loss allocable to such account balance for the
                  Plan Year.

                  The term "excess aggregate contributions" means, with respect
                  to any Plan Year, the excess of (x) the aggregate amount of
                  contributions taken into account in computing the contribution
                  percentage under Section 3.09(c) actually made on behalf of
                  Highly Compensated Employees for such Plan Year, over (y) the
                  maximum amount of such contributions permitted under the
                  limitations of Section 3.09(c) (determined by reducing
                  contributions made on behalf of Highly Compensated Employees
                  in order of their contribution percentages beginning with the
                  highest of such percentages). The determination of the amount
                  of excess aggregate contributions shall be made after first
                  applying the provisions of Sections 3.10(b) and 3.10(c).

                  (1/l/87)

3.11     CONTRIBUTIONS FOR TOP HEAVY PLAN YEARS

         For any Plan Year for which this Plan is deemed to be a Top Heavy Plan
         under the provisions of Section 1.47 of the Plan, the following
         provisions shall apply:

         (a)      The Employer shall contribute for each Participant who is not
                  a Key Employee not less than three (3%) percent of such
                  Participant's Compensation for the year, except as provided in
                  Section 3.11(b) below. For purposes hereof, any Participant
                  who has not separated from service at the end of the Plan Year
                  shall receive the minimum contribution provided for herein
                  without regard to the number of hours worked during the Plan
                  Year.

         (b)      The percentage referred to in Section 3.11(a) above for any
                  year shall not exceed the percentage at which contributions
                  are made under the Plan for such year for the Key Employee for
                  whom such percentage is the highest for the year. The
                  determination of the percentage at which contributions are
                  made for each Key Employee shall be made by dividing the
                  contribution for such Employee by so much of his Compensation
                  for the year as does not exceed the amount in effect under
                  Section 3.09(e). (7/l/96)

         (c)      The annual Compensation of each Employee taken into account
                  under this Plan shall not exceed $200,000 multiplied by the
                  Adjustment Factor. For Plan Years


<PAGE>   31

                                      -27-

                  beginning on or after January 1, 1989, Section 3.09(e) shall
                  be applied in lieu of this Section 3.11(c).

                  (1/l/89)

3.12     CONTRIBUTIONS UNDER USERRA

         Notwithstanding any provision of the Plan to the contrary,
         contributions, benefits and service credit with respect to qualified
         military service will be provided in accordance with Section 414(u) of
         the Internal Revenue Code.

                                   ARTICLE IV

                DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT

4.01     DISTRIBUTIONS FROM AFTER-TAX CONTRIBUTIONS ACCOUNTS

         A Participant may, at any time prior to his separation from service
         with the Employer, whether by reason of death, disability, retirement
         or termination of employment, elect to receive a distribution equal to
         all or a specified portion of the value of his After-Tax Contributions
         Account. Any request for a distribution shall be made in accordance
         with the provisions of Section 4.05.

         For years ending prior to December 31, 1987, any Participant who
         receives a distribution from his After-Tax Contributions Account shall
         be prohibited from making After-Tax Contributions for a period of
         twelve (12) months. The Participant may elect to resume After-Tax
         Contributions as of the first day of any month which succeeds the date
         of withdrawal by at least twelve (12) months. Election to resume
         payments must be made in writing to the Plan Administrator at least
         thirty one (31) days prior to the first day of the month in which the
         Participant wishes the resumption to be made effective.

         Amounts withdrawn by a Participant hereunder may not be returned to the
         Trust.

         Upon a Participant's separation from service with the Employer, whether
         by reason of death, disability, retirement or termination of
         employment, distribution of the Participant's After-Tax Contributions
         Account shall be subject to the provisions of Article VI or VII, as the
         case may be.

         (1/l/92)

4.02     DISTRIBUTIONS FROM PROFIT SHARING ACCOUNT

         In no event shall a Participant be eligible to elect a distribution
         from his Profit Sharing Account except upon his termination from
         service with the Employer, whether by reason of death, disability,
         retirement or termination of employment, at which time such
         distribution shall be subject to the terms of Article VI or VII, as the
         case may be.


<PAGE>   32

                                      -28-

         (1/l/92)

4.03     DISTRIBUTIONS FROM ROLLOVER ACCOUNT

         (a)      A Participant may, at any time after he has attained age 59
                  1/2, elect to withdraw a cash amount equal to all or a
                  specified portion of his Rollover Account. Any withdrawal
                  shall be made in accordance with the provisions of Section
                  4.05.

         (b)      Prior to his termination from service with the Employer, a
                  Participant may request, and the Plan Administrator may
                  authorize, distributions from the Participant's Rollover
                  Account in the event of hardship, as defined in Section 4.05.
                  Any hardship distribution shall be made in accordance with the
                  provisions of Section 4.05.

         (c)      Upon a Participant's termination from service with the
                  Employer, whether by reason of death, disability, retirement
                  or termination of employment, distribution of the
                  Participant's Rollover Account shall be subject to the terms
                  of Article VI or VII, as the case may be.

         (Paragraphs (b) and (c) eff. 1/l/92; paragraph (a) eff. 1/l/93)



4.04     DISTRIBUTIONS FROM 401(k) ACCOUNT (INCLUDING 401(k) AND QUALIFIED
         NON-ELECTIVE CONTRIBUTIONS) AND MATCHING CONTRIBUTIONS ACCOUNT

         Prior to his termination from service with the Employer, a Participant
         shall be eligible to elect or request a distribution from his 401(k)
         Account (including 401(k) and Qualified Non-elective Contributions) or
         Matching Contributions Account only as provided herein.

         (a)      A Participant may, at any time after he has attained age 59
                  1/2, elect to withdraw a cash amount equal to all or a
                  specified portion of his 401(k) Account and the vested portion
                  of his Matching Contributions Account. Any withdrawal shall be
                  made in accordance with the provisions of Section 4.05.
                  (1/l/93)

         (b)      In the event this Plan terminates without the establishment of
                  a successor plan, a Participant may elect to receive a lump
                  sum distribution of the balance of his 401(k) Account and
                  Matching Contributions Account. Any distribution shall be made
                  in accordance with the provisions of Section 4.05.

         (c)      A Participant may request, and the Plan Administrator may
                  authorize, distributions from a Participant's 401(k) Account
                  in the event of hardship, as defined in Section 4.05. Any
                  hardship distribution shall be made in accordance with the
                  provisions of Section 4.05.


<PAGE>   33

                                      -29-

         Any Participant who receives a hardship distribution under this Section
         4.04(c) shall be prohibited from making 401(k) Contributions under this
         Plan, as well as any other elective contributions to all other plans of
         deferred compensation maintained by the Employer, for a period of
         twelve (12) months after the date of receipt of the distribution. The
         Participant may elect to resume 401(k) Contributions as of the Entry
         Date which succeeds the date of the hardship distribution by at least
         twelve (12) months, provided that the Participant's 401(k)
         Contributions for his taxable year immediately following the taxable
         year of the distribution shall not exceed the limit set forth in
         Section 3.02 of this Plan decreased by the amount of the Participant's
         401(k) Contributions for the taxable year of the hardship distribution.
         An election to resume 401(k) Contributions must be made during the
         thirty (30) day period prior to the Entry Date on which the Participant
         wishes the resumption to be made effective.

         Hardship distributions under this Section 4.04(c) shall be limited to
         that portion of the Participant's 401(k) Account that is attributable
         to his 401(k) Contributions and shall not include any portion of such
         account that is attributable to income earned on such account after
         December 31, 1988. In addition, hardship distributions shall not
         include any portion of the Participant's 401(k) Account that is
         attributable to Qualified Non-elective Contributions or qualified
         employer matching contributions (if any) or any income earned thereon.

         (7/1/96)

         (d)      Upon a Participant's separation from service with the
                  Employer, whether by reason of death, disability, retirement
                  or termination of employment, distribution of the
                  Participant's 401(k) Account and Matching Contributions
                  Account shall be subject to the provisions of Article VI or
                  VII as the case may be.

                  (1/l/92)

4.05     PROCEDURES FOR PERMITTED WITHDRAWALS

         (a)      All requests for distributions under Sections 4.01, 4.03(a),
                  4.04(a) and 4.04(b) shall be made in accordance with
                  non-discriminatory procedures established by the Plan
                  Administrator. The minimum distribution amount shall be the
                  total balance of the Account or in increments of $100.00.
                  Distributions shall be made as soon as administratively
                  feasible following the request for withdrawal.

         (b)      Requests for hardship distributions under Sections 4.03(b) and
                  4.04(c) shall be made to the Plan Administrator. Distributions
                  shall be made as soon as administratively feasible following
                  approval of the request for distribution.

                  Hardship shall mean an immediate and heavy financial need of
                  the Participant where such Participant lacks other available
                  resources to meet the need. The amount of the hardship
                  distribution cannot exceed the amount necessary to satisfy the
                  need.


<PAGE>   34

                                      -30-

                  The following will be deemed immediate and heavy financial
                  needs: expenses incurred or necessary for medical care,
                  described in Code Section 213(d), of the Participant or the
                  Participant's spouse, children or dependents; payment of the
                  funeral expenses of a family member; payment of tuition,
                  related educational fees and room and board expenses for not
                  more than the next twelve months of postsecondary education
                  for the Participant, or the Participant's spouse, children or
                  dependents; the purchase (excluding mortgage payments) of a
                  principal residence for the Participant; or the need to
                  prevent the eviction of the Participant from, or a foreclosure
                  on the mortgage of, the Participant's principal residence.

                  A distribution will be deemed to be necessary to satisfy an
                  immediate and heavy financial need of the Participant only if
                  (i) the Participant has obtained all distributions, other than
                  hardship distributions, and all nontaxable loans under all
                  plans maintained by the Employer and (ii) the distribution is
                  not in excess of the amount necessary to meet the immediate
                  and heavy financial need (including amounts necessary to pay
                  any federal, state or local income taxes or penalties
                  reasonably anticipated to result from the distribution).

                  The Plan Administrator may determine that a distribution is
                  necessary to satisfy an immediate and heavy financial need of
                  the Participant if (i) the amount of the distribution is not
                  in excess of the amount required to relieve the need and (ii)
                  the need may not be satisfied from other resources that are
                  reasonably available to the Participant, including resources
                  of the Participant, the Participant's spouse and minor
                  children. In making this determination, the Plan Administrator
                  may rely upon the Participant's representation (unless the
                  Plan Administrator has actual knowledge to the contrary) that
                  the need cannot reasonably be relieved: (i) through
                  reimbursement or compensation by insurance or otherwise; (ii)
                  by liquidation of the Participant's assets; (iii) by cessation
                  of 401(k) Contributions (for hardship distributions from
                  401(k) Accounts); or (iv) by other distributions or nontaxable
                  (at the time of the loan) loans from plans maintained by the
                  Employer or by any other employer, or by borrowing from
                  commercial sources on reasonable commercial terms in an amount
                  sufficient to satisfy the need. For purposes of this
                  paragraph, a need cannot reasonably be relieved by one of the
                  actions listed above if the effect would be to increase the
                  amount of the need.

         (c)      If a distribution is to be made from any portion of a
                  Participant's Account that accrued prior to July 1, 1996 and
                  if the Participant is married, the spouse of the Participant
                  must consent to any lump sum distribution in excess of $3,500.
                  The spouse's consent must be in writing and must acknowledge
                  the effect of the election. The spouse's signature must be
                  witnessed by a Plan representative or a notary public.

         (d)      amounts withdrawn by a Participant may not be returned to the
                  Trust.

         (1/l/92; 7/l/96)


<PAGE>   35

                                      -31-

4.06     LOANS TO PARTICIPANTS

         The Plan Administrator may, subject to rules of uniform application,
         authorize the Trustee to make loans to a Participant or to a
         Beneficiary, subject to the provisions of this Section 4.06.

         (a)      Loans under this Section 4.06 may be made to any Participant,
                  or to any former Participant or Beneficiary who is a party in
                  interest under ERISA with respect to this Plan, so long as
                  such individual has an account balance in his 401(k) account,
                  Rollover Account and/or Matching Contributions Account.
                  (1/1/92)

         (b)      The amount of any loan to a Participant or Beneficiary, when
                  added to the outstanding balance of all other loans from this
                  Plan or a related plan to such Participant or Beneficiary,
                  shall be limited to one-half of the present value of the
                  Participant's or Beneficiary's vested interest in his 401(k)
                  Account, Matching Contributions Account and Rollover Account,
                  but shall not be more than fifty thousand ($50,000) dollars
                  reduced by the excess, if any, of the highest outstanding
                  balance of loans from the Plan during the one-year period
                  ending on the day before the date on which the loan is made,
                  over the outstanding balance of loans from the Plan on the
                  date on which the loan is made. (1/1/92)

         (c)      The minimum loan amount shall be $1,000 and the loan amount in
                  excess of the minimum shall be in increments of $100.00.

         (d)      Loans shall be made available to eligible Participants and
                  Beneficiaries on a reasonably equivalent basis. The Plan
                  Administrator may, however, reasonably decide to approve or
                  deny a loan based upon an applicant's credit worthiness, other
                  outstanding financial obligations, financial need and other
                  factors that the Plan Administrator determines may adversely
                  affect repayment of the loan. The Plan Administrator may
                  charge a loan administration fee.

         (e)      Any loan hereunder shall be evidenced by a valid promissory
                  note, payable on a date or dates certain, with interest at a
                  rate to be established by the Plan Administrator with
                  reference to the then-current interest rates available from
                  commercial lending institutions for similar loans. Monthly
                  payments shall be in an amount that results in substantially
                  level amortization of the principal and interest of the loan
                  over the terms of the loan. Unless the loan is to be used to
                  acquire any dwelling unit which, within a reasonable time of
                  the date of the loan, is to be used as a principal residence
                  of the Participant, the note shall provide that the loan is to
                  be repaid within a period not exceeding five (5) years. The
                  note shall also provide that the loan will become due and
                  payable prior to the end of such period in the event of
                  default by the borrower as defined below.

         (f)      If the borrower is an Employee of the Employer, he shall
                  authorize the Employer to withhold the amount of his periodic
                  payments under the note from his compensation and to pay such
                  amounts directly to the Trustee.


<PAGE>   36

                                      -32-

         (g)      The Plan Administrator may require adequate security for the
                  loan, determined with reference to the type and amount of
                  security which would be required in the case of a similar
                  arms-length transaction between unrelated parties in a
                  commercial setting. The Participant's or Beneficiary's
                  401(k)Account, Matching Contributions Account and Rollover
                  Account may be used as security for a loan, but only 50% of
                  the present value of his vested interest in such Accounts,
                  determined as of the origination of the loan, may be
                  considered in determining the adequacy of such security. If
                  any portion of such Accounts that accrued prior to July 1,
                  1996 is to be used as security, the spouse of a married
                  Participant must consent in writing to the use of the Accounts
                  as security and such consent must be given at the time the
                  security interest is entered into.

         (h)      A Participant or Beneficiary shall be in default with respect
                  to any loan granted hereunder, and the note will become due
                  and payable upon demand, upon the occurrence of any of the
                  following:

                  (1)      Failure by the borrower to pay when due any interest
                           or principal or both under the note;

                  (2)      The occurrence of an event of default under any other
                           note of the borrower to the Trustee;

                  (3)      If any property pledged as security for the note
                           becomes subject to attachment or garnishment;

                  (4)      If any property pledged as security for the note is
                           disposed of without prior substitution of other
                           security satisfactory to the Plan Administrator; or

                  (5)      The occurrence of an event requiring the commencement
                           of benefit payments or a distribution of the
                           borrower's vested interest in his Accounts under the
                           Plan.

                  In the event the Borrower makes an assignment for the benefit
                  of creditors, files a petition in bankruptcy, is adjudicated
                  insolvent or bankrupt, or becomes a subject of any wage earner
                  plan under state or federal law, or in the event a bankruptcy
                  or similar proceeding is commenced against borrower to which
                  borrower consents, assents or acquiesces, or which remains
                  undismissed or stayed for a period of 60 days, the note will
                  become immediately due and payable.

         (i)      The Plan Administrator shall take such actions as it deems
                  reasonable and prudent to collect such amounts as are due and
                  unpaid including but not limited to foreclosure on the
                  security interest given to secure the loan. If the security
                  interest is the Participant's or Beneficiary's 401(k) Account,
                  Matching Contributions Account and/or Rollover Account the
                  Plan Administrator may direct the Trustee to deduct such
                  amounts from such Account or Accounts, in which event such
                  amounts shall be treated as distributed to the borrower and
                  applied by the


<PAGE>   37

                                      -33-

                  borrower as a payment of the unpaid principal and interest
                  under the note. The Plan Administrator shall not, however,
                  take any action that would result in a disqualifying
                  distribution under the Plan.

         (j)      Any loan granted under this Section 4.06 shall be deemed to be
                  made first from the borrower's 401(k) Account, then from his
                  Matching Contributions Account, then from his Rollover
                  Account, and the investment experience of such loan shall be
                  credited to (or deducted from) the borrower's said Accounts in
                  the proportion in which the fiends were borrowed. (1/ I /92)

         (10/l/89; Rollover Accounts added effective 1/l/92;7/l/96)

4.07     DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDER

         All or a specified portion of a Participant's vested interest in his
         Participant's Account may be distributed to an Alternate Payee in the
         form of a single sum cash distribution pursuant to a qualified domestic
         relations order which meets the requirements of Section 414(p) of the
         Code prior to the time the Participant would be entitled to a
         distribution under the Plan. The distribution shall be made as soon as
         administratively feasible following the close of the calendar quarter
         coinciding with or next following a determination by the Plan
         Administrator that a domestic relations order is qualified. This
         section shall not be interpreted as requiring that a domestic relations
         order provide for an Alternate Payee's benefit to be paid in a
         particular form or at a particular time in order to be qualified.

         (1/l/93)



<PAGE>   38

                                      -34-

                                    ARTICLE V

                                     VESTING

5.01     FULL VESTING

         (a)      A Participant shall be one hundred percent (100%) vested in
                  his After-Tax Contributions Account, Rollover Account and
                  401(k) Account at all times.

         (b)      A Participant's interest in his Profit Sharing Account shall
                  become one hundred percent (100%) vested at the earliest of
                  the following dates:

                  (i)      For Plan Years ending on or before December 31, 1987,
                           the date the Participant has completed ten (10) Years
                           of Service with the Employer; for Plan Years
                           beginning after December 31, 1987, and ending on or
                           before June 30, 1996, the date the Participant has
                           completed five (5) Years of Service with the
                           Employer; provided that, if the Participant has
                           completed five (5) Years of Service on or before
                           December 31, 1987 and is employed on that date, he
                           shall become one hundred percent (100%) vested as of
                           December 31, 1987; and for Plan Years beginning after
                           June 30, 1996, the date the Participant has completed
                           three (3) Years of Service with the Employer,
                           provided that if the Participant has completed three
                           Years of Service on or before June 30, 1996 and is
                           employed on that date, he shall become one hundred
                           percent (100%) vested as of June 30, 1996;

                  (ii)     The date of the Participant's death;

                  (iii)    The date the Participant incurs a Disability;

                  (iv)     The Participant's Normal Retirement Age;

                  (v)      The date of termination of this Plan or partial
                           termination of this Plan with respect to the
                           Participant as provided in Article XIII, or the date
                           of complete discontinuance of Employer contributions
                           as provided in Section 10.04.

         (c)      A Participant's interest in his Matching Contributions Account
                  shall become one hundred percent (100%) vested at the earliest
                  of the following dates:

                  (i)      The date the Participant has completed three (3)
                           Years of Service with the Employer;

                  (ii)     The date of the Participant's death;

                  (iii)    The date the Participant incurs a Disability;

                  (iv)     The Participant's Normal Retirement Age;


<PAGE>   39

                                      -35-

                  (v)      The date of termination of this Plan or partial
                           termination of this Plan with respect to the
                           Participant as provided in Article XIII.

         (1/l/88; 7/l/96)

5.02     PARTIAL VESTING

         Prior to the date that the Participant's interest in his Profit Sharing
         Account or Matching Contributions Account becomes fully vested in
         accordance with Section 5.01, his current vested interest shall be
         determined in accordance with (a), (b), (c) or (d) below:

         (a)      For Plan Years ending on or before December 31, 1987, the
                  following schedule shall apply with respect to Profit Sharing
                  Accounts:

                                                   Vested Percentage of
         Years of Service                          Participant's Profit
         With the Employer                            Sharing Account
         -----------------                         --------------------

      Less than 4                                             0%
                4                                            40%
                5                                            50%
                6                                            60%
                7                                            70%
                8                                            80%
                9                                            90%
               10 or more                                   100%


         (b)      For Plan Years beginning after December 31, 1987 and ending
                  before June 30, 1996, the following schedule shall apply with
                  respect to Profit Sharing Accounts:

                                                   Vested Percentage of
         Years of Service                          Participant's Profit
         With the Employer                            Sharing Account
         -----------------                         --------------------

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


         (c)      For Plan Years beginning after December 31, 1987, the
                  following schedule shall apply with respect to Matching
                  Contributions Accounts:


<PAGE>   40

                                      -36-

                                                   Vested Percentage of
         Years of Service                         Participant's Matching
         With the Employer                         Contributions Account
         -----------------                        ----------------------

            Less than 1                                      0%
                1                                         33 1/3%
                2                                         66 2/3%
             3 or more                                      100%


         (1/l/88)

         (d)      For Plan Years beginning on or after July 1, 1996, the
                  following schedule shall apply with respect to both Profit
                  Sharing Accounts and Matching Contributions Accounts:

                                             Vested Percentage of
         Years of Service              Participant's Profit Sharing and
         With the Employer              Matching Contributions Account
         -----------------             --------------------------------

            Less than 1                              0%
                1                                  33 1/3%
                2                                  66 2/3%
             3 or more                              100%


         (7/l/96)

5.03     VESTING AFTER RECEIPT OF DISTRIBUTION

         In the event that a Participant receives a distribution from his Profit
         Sharing Account in accordance with the provisions of this Plan
         governing distributions prior to the date he is one hundred percent
         (100%) vested in such Account, then his vested interest in such Account
         on any date of determination subsequent to the date of distribution and
         prior to the date he ceases participation shall not be less than an
         amount ("X") determined by the formula:

         X =      P (AB + (R) (D))  (R) (D), where

         AB =     The Participant's Account Balance as of the date of
                  determination

         D =      Amount of the distribution

         P =      The Vested percentage applicable to the Participant as of the
                  date of determination

         R =      The ratio of the Account Balance as of the date of
                  determination to the Account Balance after the distribution


<PAGE>   41

                                      -37-

5.04     VESTING FOR TOP HEAVY PLAN

         (a)      In the event this Plan is deemed to a Top Heavy Plan, a
                  Participant's current vested interest in his Profit Sharing
                  Account shall be determined in accordance with this Section
                  5.04 notwithstanding the foregoing provisions of this Article
                  V.

         (b)      The following vesting schedule shall be applicable in lieu of
                  the vesting schedule set out in Section 5.02(a), with respect
                  to Plan Years ending on or before December 31, 1987:

                                                   Vested Percentage of
         Years of Service                          Participant's Profit
         With the Employer                            Sharing Account
         -----------------                         --------------------

            Less than 2                                      0%
                2                                           20%
                3                                           40%
                4                                           60%
                5                                           80%
             6 or more                                     100%


         (c)      The vesting schedule set out in section 5.02(b) shall be
                  applicable with respect to Plan Years beginning after December
                  31, 1987 and ending on or before June 30, 1996. The vesting
                  schedule set out in Section 5.02(d) shall be applicable with
                  respect to Plan Years beginning on or after July 1, 1996.
                  (7/l/96)

         (d)      For purposes of this Section 5.04, Years of Service shall be
                  determined under the applicable provisions of Sections 1.50,
                  2.02 and 2.03 of this Plan.

         (e)      At such time as the Plan ceases to be a Top Heavy Plan, the
                  vesting schedule of Section 5.02 shall again become applicable
                  in determining a Participant's vested interest in his Profit
                  Sharing Account; provided, however, that no Participant's
                  vested interest may be reduced hereunder; and provided
                  further, that any Participant who has completed at least three
                  (3) years of service at the time the Plan ceases to be a
                  Top-Heavy Plan may elect to continue to have his vested
                  percentage determined under the schedule set out in this
                  Subsection 5.04.

         (1/l/88)

5.05     CREDITING YEARS OF SERVICE

         (a)      Years of Service for vesting purposes shall be credited in
                  accordance with the following provisions:

                  (1)      All Years of Service of a Participant who has never
                           incurred a Break in Service or who has incurred fewer
                           than five (5) consecutive Breaks in


<PAGE>   42

                                      -38-

                           Service shall be taken into account in determining
                           his vested interest in his Profit Sharing Account
                           and/or Matching Contributions Account.

                  (2)      In the case of a Participant who has incurred five
                           (5) or more consecutive Breaks in Service, and who
                           has retained a vested interest in this Plan, separate
                           accounts will be maintained for the Profit Sharing
                           Contributions and Matching Contributions accrued
                           prior to such Breaks and Profit Sharing Contributions
                           and Matching Contributions accrued after such Breaks.
                           Years of Service after such Breaks shall be
                           disregarded for purposes of determining such
                           Participant's vested interest in his pre Break Profit
                           Sharing Account and/or Matching Contributions
                           Account, and all Years of Service shall be taken into
                           account in determining his vested interest in his
                           post Break Profit Sharing Account and/or Matching
                           Contributions Account.

                  (3)      All Years of Service of an inactive or former
                           Participant whose vested percentage in this Plan in
                           accordance with this Article V is zero (0) shall be
                           taken into account for purposes of determining such
                           Participant's vested interest after re-employment
                           with the Employer unless the number of his
                           consecutive Breaks in Service equals or exceeds five
                           (5), in which case pre-break service shall be
                           disregarded. (1/l/88)

         (b)      For purposes of determining whether a Participant has incurred
                  a Break in Service, the following provisions shall apply in
                  the case of any individual who is absent from work for any
                  period by reason of the pregnancy of the individual, the birth
                  of a child of the individual, the placement of a child with
                  the individual in connection with the adoption of such child
                  by such individual, or for purposes of caring for such child
                  for a period beginning immediately following such birth or
                  placement.

                  (1)      The following hours shall be treated as Hours of
                           Service under the Plan:

                           (i)      the Hours of Service which otherwise
                                    normally would have been credited to such
                                    individual but for such absence, or

                           (ii)     eight (8) hours per day of such absence, if
                                    the actual number of hours described in
                                    paragraph (i) cannot be determined;

                                    except that the total number of hours
                                    treated as Hours of Service hereunder shall
                                    not exceed 501 hours.

                  (2)      The hours described in subsection (1) above shall be
                           treated as Hours of Service only in the Plan Year in
                           which the absence from work begins, if a Participant
                           would be prevented from incurring a Break in Service
                           in such year solely because the period of absence is
                           treated as Hours of Service as


<PAGE>   43

                                      -39-

                           provided in subsection (1) above, or otherwise in the
                           immediately following year.

                  (3)      The Plan Administrator may require a Participant to
                           provide reasonable evidence to establish that the
                           absence from work is covered by these provisions and
                           the number of days for which there was such an
                           absence.

         (1/l/85)



<PAGE>   44

                                      -40-

                                   ARTICLE VI

                DISTRIBUTION AT RETIREMENT, DEATH, OR DISABILITY

6.01     DISTRIBUTION AT RETIREMENT

         (a)      A Participant shall, upon retirement on or after his Early
                  Retirement Date (if applicable) or his Normal Retirement Date,
                  be entitled to a distribution of his Participant Account as
                  described in this section.

         (b)      For benefits accrued prior to July 1, 1996, unless otherwise
                  elected as provided in Section 6.04 below, the Plan benefit to
                  be distributed to a Participant shall be paid in the form of a
                  Qualified Joint and Survivor Annuity. For benefits payable
                  from account balances originally accrued under the Zycon
                  Corporation Profit Sharing 401(k) Plan prior to October 1,
                  1997, the Plan benefit to be distributed to a Participant
                  shall be paid in the form of a Qualified Joint and Survivor
                  Annuity.

         (c)      For benefits accrued prior to July 1, 1996 (or, with respect
                  to account balances originally accrued under the Zycon
                  Corporation Profit Sharing 401(k) Plan, for benefits accrued
                  prior to October 1, 1997), if a Participant elects to waive a
                  benefit in the form described in paragraph (b) above, in
                  accordance with the election procedures described in Section
                  6.04 below, he may choose to receive a benefit in any one of
                  the following forms or in a combination of any of the
                  following forms:

                  (i)      A single sum cash distribution equal to the total
                           amount contained in his Participant Account;

                  (ii)     An annuity for the life of the Participant;

                  (iii)    A contingent annuitant annuity;

                  (iv)     A year certain and life annuity; or

                  (v)      A full cash refund annuity.

         (d)      For benefits accrued on or after July 1, 1996 (or, with
                  respect to account balances originally accrued under the Zycon
                  Corporation Profit Sharing 401(k) Plan, for benefits accrued
                  on or after October 1, 1997), a Participant may choose to
                  receive a benefit in either of the following forms or in a
                  combination of the following forms:

                  (i)      A single sum cash distribution equal to the total
                           amount contained in his Participant Account;

                  (ii)     Payments in monthly, quarterly, semiannual or annual
                           cash installments over a period certain extending not
                           longer than the Participant's life


<PAGE>   45

                                      -41-

                           expectancy (or the life expectancy of the Participant
                           and his designated beneficiary) based upon the total
                           value of his Participant's Account.

         (c)      For benefits accrued prior to July 1, 1996, if a Participant
                  elects to waive a benefit in the form described in paragraph
                  (b) above, in accordance with the election procedures
                  described in Section 6.04 below, he may choose to receive a
                  benefit in any one of the following forms or in a combination
                  of any of the following forms:

                  (i)      A single sum cash distribution equal to the total
                           amount contained in his Participant Account;

                  (ii)     An annuity for the life of the Participant;

                  (iii)    A contingent annuitant annuity;

                  (iv)     A year certain and life annuity; or

                  (v)      A full cash refund annuity.

         (d)      For benefits accrued on or after July 1, 1996, a Participant
                  may choose to receive a benefit in either of the following
                  forms or in a combination of the following forms:

                  (i)      A single sum cash distribution equal to the total
                           amount contained in his Participant Account; or

                  (ii)     Payments in monthly, quarterly, semiannual or annual
                           cash installments over a period certain extending not
                           longer than the Participant's life expectancy (or the
                           life expectancy of the Participant and his designated
                           beneficiary) based upon the total value of his
                           Participant's Account.

         (7/l/96)

6.02     DISTRIBUTION UPON INCURRING DISABILITY

         If a Participant should become disabled prior to his Retirement Date,
         he may elect, in accordance with the procedure described in Section
         6.04 below, to receive a distribution of benefits in any of the forms
         described in Section 6.01 above at any time after the date he incurs
         the Disability. As of the Participant's Retirement Date, any amount
         then remaining in his Participant Account shall commence to be paid as
         a retirement benefit in accordance with Section 6.01 above.

6.03     DISTRIBUTIONS AT DEATH

         (a)      The Beneficiary of a Participant who dies before benefits have
                  commenced under this Plan shall be entitled to a death benefit
                  based on the value of the Participant's Account as of the date
                  of distribution. (7/l/96)


<PAGE>   46

                                      -42-

         (b)      For benefits accrued prior to July 1, 1996, unless otherwise
                  elected as provided in Section 6.04 below, the Plan benefit to
                  be distributed to the spouse of a Participant who is married
                  and who dies before benefits have commenced shall be paid in
                  the form of a qualified pre-retirement survivor annuity.
                  (7/l/96) For benefits payable from account balances originally
                  accrued under the Zycon Corporation Profit Sharing 401(k) Plan
                  prior to October 1, 1997, unless otherwise elected as provided
                  in Section 6.04 below, the Plan benefit to be distributed to
                  the spouse of a Participant who is married and who dies before
                  benefits have commenced shall be paid in the form of a
                  qualified pre-retirement survivor annuity. (10/l/97)

         (c)      If a Participant or his spouse elects to waive a benefit in
                  the form of a qualified pre-retirement survivor annuity in
                  accordance with the election procedures described in Section
                  6.04 below, or if the Participant is not married or has not
                  been married for the one-year period ending on the date of the
                  Participant's death, or if the value of the Participant's
                  Account is $3,500.00 or less for benefits accrued on or after
                  July 1, 1996 (or, for benefits accrued under the Zycon
                  Corporation Profit Sharing 401(k) Plan, benefits accrued on or
                  after October 1, 1997), the Plan benefit to be distributed in
                  the event of a Participant's death to or for the benefit of
                  his Beneficiary shall be paid in a single sum cash
                  distribution as soon as administratively feasible following
                  the date the Plan Administrator receives notice of the
                  Participant's death. For Plan Years beginning on or after
                  January 1, 1998, the $3,500.00 dollar limit stated above shall
                  be changed to $5,000.00. (1/l/88; 7/l/96; 10/l/97; 1/l/98)

         (d)      In the case of a Participant's death after the commencement of
                  a benefit under this Plan, any death benefit shall be payable
                  in accordance with the particular form of benefit the
                  Participant had elected.

         (1/l/93; 7/l/96)

6.04     NOTICES AND ELECTION PROCEDURES

         (a)      For any Participant whose Participant Account includes
                  benefits accrued on or before June 30, 1996 (or, for benefits
                  accrued under the Zycon Corporation Profit Sharing 401(k)
                  Plan, benefits accrued on or before September 30, 1997),
                  within a reasonable time before or after the Participant's
                  annuity starting date consistent with regulations of the
                  Secretary of the Treasury, the Plan Administrator shall notify
                  the Participant in writing of:

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

                  (ii)     the Participant's right to make and the effect of an
                           election to waive the Qualified Joint and Survivor
                           Annuity form of benefit;

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


<PAGE>   47

                                      -43-

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

                  The Plan Administrator shall also provide a Participant with a
                  written explanation, in nontechnical language, of each of the
                  forms of benefits described in Section 6.01 (c) above, and the
                  financial consequences and legal ramifications, if any,
                  contained therein, at the same time as the said notice
                  concerning the Qualified Joint and Survivor Annuity is given.
                  (10/l/97)

         (b)      In the case of a qualified pre-retirement survivor annuity,
                  for any Participant whose Participant Account includes
                  benefits accrued on or before June 30, 1996 (or, for benefits
                  accrued under the Zycon Corporation Profit Sharing 401(k)
                  Plan, benefits accrued on or before September 30, 1997), the
                  Plan Administrator shall provide each married Participant
                  within the period beginning on the first day of the Plan Year
                  in which the Participant attains age 32 and ending with the
                  close of the Plan Year in which the Participant attains age
                  35, a written explanation of the qualified pre-retirement
                  survivor annuity in such terms and in such manner as would be
                  comparable to the explanation provided for meeting the
                  requirements of subsection (a) above applicable to a Qualified
                  Joint and Survivor Annuity. If a Participant enters the Plan
                  after the first day of the Plan Year in which the Participant
                  attained age 32, the Plan Administrator shall provide notice
                  no later than the close of the second Plan Year after the
                  entry of the Participant in the Plan. (10/l/97)

         (c)      Notwithstanding the other requirements of this Section 6.04,
                  the respective notices prescribed by this section need not be
                  given to a Participant if the Plan "fully subsidizes" the
                  costs of a Qualified Joint and Survivor Annuity or qualified
                  pre-retirement survivor annuity. For purposes of this
                  subsection, the Plan fully subsidizes the costs of a benefit
                  if under the Plan the failure to waive such benefit by a
                  Participant would not result in a decrease in any Plan benefit
                  with respect to such Participant and would not result in
                  increased contributions from the Participant.

         (d)      A Participant may elect to waive a benefit in the form of a
                  Qualified Joint and Survivor Annuity and a married Participant
                  may waive the death benefit in the form of a qualified
                  pre-retirement survivor annuity, provided that the waiver must
                  be in writing and must be consented to by the Participant's
                  spouse. The spouse's consent must acknowledge the effect of
                  the election and must be witnessed by a Plan representative or
                  notary public. Notwithstanding this consent requirement, if
                  the Participant establishes to the satisfaction of a Plan
                  representative that such written consent may not be obtained
                  because there is no spouse or the spouse cannot be located, a
                  waiver signed only by the Participant will be deemed a
                  qualified election. Any consent necessary under this provision
                  will be valid only with respect to the spouse who signs the
                  consent, or in the event of a deemed qualified election, the
                  designated spouse. Additionally, a revocation of a prior
                  waiver may be made by a Participant without the consent of the
                  spouse at any time


<PAGE>   48

                                      -44-

                  before the commencement of benefits. The number of waivers or
                  revocations shall not be limited.

         (e)      The election to waive a Qualified Joint and Survivor Annuity
                  must be made within the ninety (90) day period ending on the
                  date the Participant's benefits would commence or, if later,
                  no sooner than thirty (30) days from the date the written
                  notice described in this section was given; provided, however,
                  that a distribution cannot be made sooner than thirty (30)
                  days from the date such notice was given unless the
                  Participant (and, if applicable, the Participant's spouse)
                  consents and the distribution commences at least seven (7)
                  days after the date of such notice. Any consent shall satisfy
                  such requirements as may be prescribed under regulations of
                  the Secretary of the Treasury. (10/l/97)

         (f)      The election to waive a qualified pre-retirement survivor
                  annuity must be made within the period which begins on the
                  first day of the Plan year in which the Participant attains
                  age 35 and ends on the date of the Participant's death;
                  provided that, if a Participant separates from service prior
                  to the first day of the Plan Year in which age 35 is attained,
                  the election period with respect to the Participant's account
                  balance as of the date of separation shall begin on the date
                  of separation from service.

         (1/l/93)

6.05     DEFINITIONS AND APPLICATION

         (a) As used in this Article VI, the following terms have the meanings
set out below:

                  (i)      Qualified Joint and Survivor Annuity: An annuity for
                           the life of the Participant with a survivor annuity
                           for the life of the spouse which meets the
                           requirements of Section 1.43 above, and which is the
                           amount of the benefit which can be purchased with the
                           Participant's vested account balance. A Qualified
                           Joint and Survivor Annuity for an unmarried
                           Participant is an annuity for the life of the
                           Participant.

                  (ii)     Qualified pre-retirement survivor annuity: An annuity
                           for the life of the surviving spouse of a Participant
                           which is the amount of benefit which can be purchased
                           with the Participant's vested account balance.

                  (iii)    Spouse: The spouse or surviving spouse of the
                           Participant, provided that a former spouse will be
                           treated as the spouse or surviving spouse to the
                           extent provided under a qualified domestic relations
                           order as described in Section 414(p) of the Code.

         (b)      The provisions of Section 6.01 relating to Qualified Joint and
                  Survivor Annuities and Section 6.03 relating to qualified
                  pre-retirement survivor annuities shall apply to any
                  Participant who is credited with at least one (1) Hour of
                  Service on or after August 23, 1984.


<PAGE>   49

                                      -45-

         (c)      A Participant who is living, who has been credited with at
                  least one (1) Hour of Service on or after September 2, 1974,
                  who separated from service before August 23, 1984 and who has
                  not commenced receiving benefits, may elect to have the
                  provisions of Section 6.01 and/or Section 6.03 apply to him
                  and his spouse.

         (d)      A Participant who is living, who has been credited with at
                  least one (1) Hour of Service in a Plan Year beginning on or
                  after January 1, 1976, who separated from service before
                  August 23, 1984 having at least ten (10) years of service
                  under the Plan, and who has not commenced receiving benefits,
                  may elect to have the provisions of Section 6.01 and/or
                  Section 6.03 apply to him and his spouse.

         (e)      An election under either subsection (c) or (d) may be made
                  within the period beginning on August 13, 1984 and ending on
                  the earlier of the date benefits would commence or the date of
                  the Participant's death. Notice of the right to make such
                  election shall be provided in accordance with applicable rules
                  and regulations.

         (1/l/93)

6.06     DISTRIBUTION OF SMALL ACCOUNTS

         If the value of the Participant's vested interest in his Participant's
         Account upon retirement, death or disability is $3,500.00 or less, the
         Plan Administrator may direct the distribution of such amount as a lump
         sum cash payment to the Participant, whether or not the Participant has
         filed an election under this Article VI. For Plan Years beginning on or
         after January 1, 1998, the $3,500.00 dollar limit stated above shall be
         changed to $5,000.00. (7/1/96; 1/1/98)



<PAGE>   50

                                      -46-

                                   ARTICLE VII

                            TERMINATION OF EMPLOYMENT

7.01     TERMINATION DISTRIBUTIONS

         Upon the termination of a Participant's employment with the Employer,
         other than by reason of the Participant's retirement, disability or
         death, the Participant's vested interest in his Participant's Account
         shall be determined as of his date of termination in accordance with
         Article V of this Plan. The Participant may elect to receive a lump sum
         distribution of his vested interest in his Participant's Account valued
         as of the date of distribution at any time after he has separated from
         service on account of his termination of employment. Such lump sum
         distribution shall be made as soon as administratively practicable
         after the later of (i) the date the Participant becomes eligible to
         receive such distribution or (ii) the date the Plan Administrator
         receives notice meeting the requirements set out below.

         Any election to receive a lump sum distribution of a Participant's
         vested interest in his Participant's Account must be made by notice to
         the Plan Administrator. If any portion of the Participant's Account was
         accrued on or before June 30, 1996 (or, for benefits originally accrued
         under the Zycon Corporation Profit Sharing 401(k) Plan, on or before
         September 30, 1997) and if the Participant is married, the spouse of
         the Participant must consent to any lump sum distribution in excess of
         $3,500. The spouse's consent must be in writing and must acknowledge
         the effect of the election. The spouse's signature must be witnessed by
         a Plan representative or a notary public.

         Notwithstanding the foregoing, if the value of the Participant's vested
         interest in his Participant's Account upon termination of employment is
         $3,500 or less, the Plan Administrator may direct the distribution of
         such amount as a lump sum cash payment to the Participant, whether or
         not the Participant has made an election under this Section 7.01. For
         Plan Years beginning on or after January 1, 1998, the $3,500.00 dollar
         limit stated herein shall be changed to $5,000.00.

         (7/l/89; 7/l/96; 10/l/97; 1/1/98)

7.02     TERMINATION FORFEITURES

         A Participant whose employment with the Employer is terminated as
         described in Section 7.01 of this Article, and who has not received a
         distribution of the vested portion of his Profit Sharing Account and/or
         Matching Contributions Account, shall forfeit the value of that portion
         of his Profit Sharing Account and/or Matching Contributions Account in
         which he was not vested at the date of his termination of employment as
         of the Valuation Date coincident with or next following the date he
         incurs five (5) consecutive Breaks in Service after such termination of
         employment. A Participant who has received a distribution of the vested
         portion of his


<PAGE>   51

                                      -47-

         Profit Sharing Account and/or Matching Contributions Account under
         Section 7.01 shall forfeit the value of the portion of his Profit
         Sharing Account and/or Matching Contributions Account in which he was
         not vested at the date of his termination of employment as of December
         31 of the Plan Year in which such distribution was made, provided that
         such forfeited amounts may be reinstated as provided in Section 7.03 of
         this Article. Except as provided in Article XII hereof, any amounts so
         forfeited by Participants shall be allocated to remaining Participants
         in accordance with Section 3.07 of Article III.

         If the Participant's employment with the Employer is terminated as
         described in Section 7.01 of this Article, and he subsequently resumes
         employment with the Employer prior to receiving a distribution of his
         vested interest in his Profit Sharing Account and/or Matching
         Contributions Account, the then current value of the nonvested portion
         of his Profit Sharing Account and/or Matching Contributions Account
         shall not be forfeited on account of such termination of employment and
         shall continue to be maintained in said Profit Sharing Account and/or
         Matching Contributions Account.

         (1/1/88)

7.03     REPAYMENT TO REINSTATE FORFEITED AMOUNTS

         (a)      A former Participant who has received a distribution from the
                  Plan pursuant to Section 7.01, and who resumes employment with
                  the Employer prior to incurring five (5) consecutive Breaks in
                  Service, shall have reinstated that portion of his Profit
                  Sharing Account and/or Matching Contributions Account which
                  was forfeited under Section 7.02 upon repayment by the
                  Participant of the full distribution made to him. Such
                  repayment must be made before the end of a period of five (5)
                  consecutive Breaks in Service after the distribution.

         (b)      The amount to be credited to the Participant's Profit Sharing
                  Account and/or Matching Contributions Account upon repayment
                  shall not be less than the balance of the Participant's Profit
                  Sharing Account and/or Matching Contributions Account at the
                  time of distribution, including both the amount distributed
                  and the nonvested amount, unadjusted by any subsequent gains
                  or losses.

         (c)      In the event that the Participant elects not to make the
                  repayment described in subsection (a) above, the forfeited
                  amounts shall not be taken into account in computing his
                  accrued benefit under this Plan.

         (1/l/88)



<PAGE>   52

                                      -48-

                                  ARTICLE VIII

                            INVESTMENT OF TRUST FUNDS

8.01     TRUSTEE'S RESPONSIBILITY

         The Trustee shall have general authority to invest, manage and maintain
         custody of the trust assets, in accordance with the terms of the Trust
         and subject to the following provisions of this Article VIII.
         (1/l/92)

8.02     DIRECTED INVESTMENTS OF PARTICIPANT ACCOLTNTS

         Each Participant shall be permitted to direct the Trustee as to the
         investment of his Participant Account in accordance with the investment
         alternatives selected by the Investment Committee and offered by the
         Trustee. Upon receiving a direction from a Participant, the Trustee
         shall segregate that portion of the Participant's Account to which such
         direction applies from the remainder of the trust fund and invest it in
         accordance with the Participant's direction. The Participant's Account
         shall be credited or charged with the gains and losses resulting from
         such directed investment and such gains and losses shall not be
         considered in determining gains or losses of the remainder of the trust
         fund. A Participant shall have the opportunity to change his investment
         directions with respect to all or any portion of his Participant
         Account not less frequently than once in any three-month period, or
         more frequently if administratively feasible.

         In the event a Participant fails to direct the Trustee as to the
         investment of all or any part of the Participant's Account, that
         portion of the account as to which no direction has been given shall be
         invested by the Trustee in accordance with instructions from the
         Investment Committee. The Trustee also shall change the investment of
         all or any part of a Participant's Account if so directed by the
         Investment Committee.

         No Participant shall be deemed a Plan Fiduciary by reason of giving
         investment directives hereunder, and no person who is otherwise a Plan
         Fiduciary shall be liable for any loss attributable to such directed
         investments, or for any result of a Participant's exercise of control
         over the investment of his accounts which would otherwise constitute a
         breach of fiduciary responsibility.

         (1/l/89; 7/l/96)

8.03     INVESTMENT COMMITTEE

         (a)      Appointment and General Responsibilities

                  The Employer shall appoint an Investment Committee consisting
                  of three employees who shall serve at the pleasure of the
                  Employer's Board of Directors. The members of the Investment
                  Committee shall be Plan Fiduciaries.


<PAGE>   53

                                      -49-

                  The Investment Committee shall be responsible for establishing
                  and maintaining the investment strategies and funding policies
                  for the Plan and Trust, including but not limited to
                  determining the need for short term or long term liquidity
                  and/or for investment growth, coordinating the investment
                  policy with Plan and Trust needs, and communicating those
                  policies to the Trustee and investment manager, if any. The
                  Investment Committee shall be responsible for selecting
                  investment alternatives for Participant-directed investments
                  permitted under this Plan and for giving the Trustee
                  investment directions with respect to that portion of any
                  Participant Account for which directions have not been given
                  by the Participant to the Trustee and with respect to that
                  portion of the trust fund which is not then allocated to any
                  Participant's Account. (1/1/89; 7/1/96)

                  Any act which the Investment Committee is authorized or
                  required to do may be done by a majority of the members of the
                  Committee at the time acting hereunder and the action of such
                  majority, expressed from time to time by a vote at a meeting
                  or in writing without a meeting, shall constitute the action
                  of the Committee and shall have the same effect for all
                  purposes as if assented to by all members of the Committee at
                  the time in office. In the event of a vacancy on the
                  Committee, the action by the remaining member or members shall
                  be valid and binding. Any such vacancy shall be filled within
                  a reasonable time. (1/l/92)

                  No member of the Committee who receives full time compensation
                  from the Employer shall receive any compensation or fee for
                  his services as a member of the Committee, but may be
                  reimbursed for his expenses.

         (b)      Right to Appoint Investment Managers

                  The Investment Committee may appoint and dismiss one or more
                  investment managers who shall have the power to manage,
                  acquire or dispose of any of the assets of the Trust,
                  including but not limited to the selection of investment
                  alternatives for Participant-directed investments permitted
                  under this plan. The Committee shall designate the portion of
                  the assets of the Trust which shall be subject to the
                  management of any such investment manager and shall so notify
                  the Trustee in writing. The Committee may authorize payment
                  for the services of an investment manager from the trust. (1 /
                  1/92)

                  Any investment manager must be (i) registered as an investment
                  adviser under the Investment Advisers Act of 1940, or (ii) a
                  bank, as defined in that Act, or (iii) an insurance company
                  qualified to perform trust management and investment services
                  under the laws of more than one state; and must acknowledge in
                  writing that he or it is a Fiduciary with respect to the Plan
                  and Trust.

         (c)      Adoption of Group Trust

                  The Investment Committee may adopt, as part of the Trust, any
                  group trust in which any of the assets of the Trust are or are
                  to be invested, and may authorize


<PAGE>   54

                                      -50-

                  the participation of the Trust in such group trust, but only
                  so long as such group trust remains exempt from taxation under
                  Section 501 (a) of the Code, in accordance with Revenue Ruling
                  81-100. For purposes hereof, the term "group trust" shall
                  include any common, collective, multiple or commingled trust
                  fund that satisfies the requirements of Revenue Ruling 81-100.
                  The Committee also shall have the power to revoke such
                  adoption and to terminate participation in any such group
                  trust. Any action under this Section 8.03(c) shall be
                  reflected in a writing, a copy of which shall be kept with the
                  original Plan documents. Nothing herein shall prevent the
                  Employer, by its Board of Directors, from adopting or revoking
                  the adoption of any such group trust as part of this Trust.

         (1/l/89)



<PAGE>   55

                                      -51-

                                  ARTICLE VIIIA

                      PROVISIONS FOR RADIAN SOURCE ACCOUNTS

8A.01 PROTECTED BENEFITS, RIGHTS AND FEATURES

         Any accounts transferred to this Plan from the Continental Circuits
         Corp. 401(k) Retirement Plan (the "Continental Circuits Plan") for the
         benefit of former employees of Radian International LLC or an affiliate
         of Radian International LLC who become employees of the Employer or any
         Affiliated Employer ("Radian Participants") shall be segregated and
         maintained as separate sub-accounts as provided in Section 9.03 below
         for purposes of continuing to provide the benefits, rights and features
         which were provided under the Continental Circuits Plan and which are
         protected benefits under Section 411(d)(6) of the Code. Radian
         Participants will be provided the following protected benefits, rights,
         and features solely as to the Radian Source Accounts (as defined in
         Section 9.03).

8A.02 IN-SERVICE WITHDRAWALS

         (a)      IN GENERAL. A Participant or former Participant may request
                  cash withdrawals from Radian Source Accounts not more than
                  twice during any twelve-month period commencing with any
                  withdrawal, subject to the sequence and conditions for
                  withdrawal set forth in paragraph (b) below. The minimum
                  amount of withdrawal shall be set by the Plan Administrator.
                  The withdrawals are not subject to the spousal and Participant
                  consent requirements contained in Code Sections 401-(a)-(11)
                  and 417.

         (b)      SEQUENCE AND CONDITIONS FOR WITHDRAWAL. A Participant shall
                  request the Plan Administrator to effect a cash withdrawal and
                  such amount shall be debited form his Radian Source Accounts.
                  The Administrator shall withdraw amounts in the following
                  sequence and upon the following conditions:

                  (i)      First, a Participant may withdraw all or part of the
                           value of his After-Tax Frozen Account (as defined in
                           Section 9.03 below).

                  (ii)     Second, a Participant may withdraw all or part of the
                           value of his Prior Plan Employee Frozen Account (as
                           defined in Section 9.03 below) if the Participant is
                           age 59 1/2 or older. If the Participant is less than
                           age 59 1/2, a Participant may withdraw upon written
                           request to the Plan Administrator all or part of the
                           Deferral Contributions (and earnings thereon accrued
                           as of December 31, 1988) in his Prior Plan Employee
                           Frozen Account due to financial hardship as
                           determined in accordance with the provisions of this
                           Plan.

8A.03 PARTICIPANT LOANS


<PAGE>   56

                                      -52-

         Participants may borrow from their Radian Source Accounts in accordance
         with the terms of this Plan, without the necessity of obtaining spousal
         consent.

8A.04    DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT, DISABILITY, RETIREMENT OR
         DEATH

         A distribution option other than a one-sum cash distribution shall be
         available under the following described circumstances only if the total
         balance of a Participant's Radian Source Accounts at the time of a
         distribution exceeds $3,500 for Plan Years beginning prior to January
         1, 1998 or exceeds $5,000 for Plan Years beginning on or after January
         1, 1998.

         (a)      RETIREMENT BENEFITS

                  (i)      NORMAL FORM OF RETIREMENT BENEFIT. The Normal Form of
                           benefit shall be a one-sum cash distribution.

                  (ii)     OPTIONAL FORMS OF RETIREMENT BENEFIT. A Participant
                           who terminates employment after reaching age 55, who
                           terminates employment and commences distribution
                           after reaching age 55, or who terminates employment
                           on account of disability (as determined under the
                           terms of this Plan), may elect an installment or
                           annuity form of distribution as described below
                           instead of the Normal Form described in paragraph
                           (a)(i) above. Any such election shall not be subject
                           to the spousal and Participant consent requirements
                           contained in Code Sections 401(a)(11) and 417.

                           (A)      Annuity payments may be made over one of the
                                    following periods:

                                    (1)     the life of the Participant;

                                    (2)     the life of the Participant, with a
                                            one-sum payment upon the death of
                                            the Participant for the excess of
                                            the annuity's net purchase price
                                            over the sum of payments made prior
                                            to the death of the Participant;

                                    (3)     the lives of the Participant and a
                                            designated Beneficiary, or

                                    (4)     a period certain and continuous not
                                            extending beyond 10 years.

                                    Any annuity contract distributed herefrom
                                    must be nontransferable. Any contract for
                                    the lives of the Participant and a
                                    designated Beneficiary shall be a 50%,
                                    66-2/3% or 100% joint and survivor annuity.

                           (B)      The installment payment options provide for
                                    periodic payments to the Participant as
                                    hereinafter described. Installment payments
                                    shall be


<PAGE>   57

                                      -53-

                                    made over a period not to exceed the
                                    Participant's (or the Participant's and
                                    spouse's) life expectancy, subject to the
                                    terms set forth herein. The Participant may
                                    elect either:

                                    (1)     payment in equal amounts, except
                                            that the last payment which exhausts
                                            the Participant's Radian Source
                                            Accounts may be greater or smaller;

                                    (2)     a specific number of payments. The
                                            amount of each payment will equal
                                            the then value of the Participant's
                                            Radian Source Accounts divided by
                                            the number of remaining payments to
                                            be made; or

                                    (3)     payments over the Participant's life
                                            expectancy re-determined each year.
                                            The amount of each payment will
                                            equal the then value of the
                                            Participant's Radian Source Accounts
                                            divided by the Participant's
                                            life expectancy.

                                    An amount may be deducted from a
                                    Participant's Radian Source Account to cover
                                    the expenses applicable to such installment
                                    payment options. Installment payments will
                                    terminate with the earlier of (a) the
                                    payment which completely exhausts the
                                    Participant's Radian Source Accounts or (b)
                                    the last payment due preceding the death of
                                    the Participant. At the death of the
                                    Participant, any amount remaining in the
                                    Participant's Radian Source Accounts will be
                                    paid in a lumpsum to the Participant's
                                    Beneficiary or Beneficiaries. In no event
                                    will the installment period exceed that
                                    permitted by law.

         (b)      Termination Of Employment

                  (i)      NOTICE OF TERMINATION OF EMPLOYMENT. If the
                           termination of employment of a Participant occurs,
                           the Employer shall give written notice to the Plan
                           Administrator of the date of termination of
                           employment of such Participant.

                  (ii)     AMOUNT OF PARTICIPANT'S BENEFIT. The amount of a
                           Participant's Plan benefit upon termination of
                           employment which is subject to the terms of this
                           Article VIII-A shall equal the total balance of his
                           Radian Source Accounts at the time of determination.

                  (iii)    PARTICIPANT'S ELECTION OF A FORM OF BENEFIT. If
                           termination of employment occurs, the Participant
                           shall receive his Radian Source Accounts in a form of
                           benefit elected by him. The Participant's election
                           shall occur within 60 days after the forms of benefit
                           first become available to him. Written


<PAGE>   58

                                      -54-

                           notice shall be made on a form provided by the
                           Committee. The election once made shall be
                           irrevocable. The forms of benefit are:

                           (A)      OPTION A. The Participant may elect to
                                    continue his Radian Source Accounts until
                                    age 70 1/2 or until age 55, at which time he
                                    may elect Option B, Option C or Option D.

                           (B)      OPTION B. The Participant may elect to
                                    receive an annuity in accordance with
                                    paragraph (a)(ii)(A) above to commence at
                                    age 55; provided that if a Participant dies
                                    before the first payment is made under a
                                    deferred annuity, a death benefit will be
                                    paid to the Beneficiary under the deferred
                                    annuity in an amount equal to the net cost
                                    to provide the annuity plus interest
                                    compounded annually at a rate of at least
                                    five percent (5%) per annum from the date
                                    the annuity was purchased to the date of the
                                    Participant's death.

                           (C)      OPTION C. The Participant may elect a
                                    one-sum cash payment.

                           (D)      OPTION D. The Participant may elect
                                    installment payments, in accordance with
                                    paragraph (a)(ii)(B) above, to commence upon
                                    separation from service.

                           If the value of the Participant's Radian Source
                           Accounts exceeds (or at the time of any prior
                           distribution exceeded) $3,500 for Plan Years
                           commencing prior to January 1, 1998, or $5,000 for
                           Plan Years commencing on or after January 1, 1998,
                           and the Accounts are immediately distributable, the
                           Participant and the Participant's spouse (or where
                           either the Participant or the spouse has died, the
                           survivor), must consent to any distributions of such
                           Radian Source Accounts. Consent is not valid unless
                           the Administrator notifies the Participant and the
                           Participant's spouse of the right to defer any
                           distribution until the Participant's Radian Source
                           Accounts are no longer immediately distributable. The
                           notice shall acknowledge the right, if any, to defer
                           distributions and must describe the investment
                           features. One-sum cash payments shall be made during
                           the Plan Year in which the event which gives rise to
                           the distribution occurs or as soon thereafter as is
                           reasonably practical.

         (c)      Death Benefits

                  (i)      PRERETIREMENT DEATH OF A PARTICIPANT. If the
                           Participant dies before distribution of his interest
                           in the Radian Source Accounts begins, the Account
                           shall be paid to the Participant's surviving spouse.
                           The spouse may elect whether to receive the
                           Participant's account balance in the form of one of
                           the single life annuities provided in paragraph
                           (a)(ii)(A) above,


<PAGE>   59



                           annuity, installments in accordance with paragraph
                           (a)(ii)(B) above, or a one-sum cash payment.

                           If there is no surviving spouse, or if the surviving
                           spouse has already consented to distribution to
                           another Beneficiary in a manner which complies with
                           the terms of this Plan, the Radian Source Accounts
                           shall be paid to the Participant's designated
                           Beneficiary. Unless otherwise elected by the
                           Participant, any portion of the Participant's
                           interest payable to a designated Beneficiary other
                           than the Participant's surviving spouse shall be paid
                           in the form of one of the single life annuities
                           provided in paragraph (a)(ii)(A) above, annuity,
                           installments in accordance with paragraph (a)(ii)(B)
                           above, or a one-sum cash payment.

                           Distribution of Participant's entire interest in the
                           Radian Source Accounts shall be completed by December
                           31 of the calendar year containing the fifth
                           anniversary of the Participant's death except to the
                           extent that an election is made to receive
                           distributions in accordance with (A) or (B) below:

                           (A)      If any portion of the Participant's interest
                                    in payable to a designated Beneficiary,
                                    distributions may be made over the life or
                                    over a period certain not greater than the
                                    life expectancy of the designated
                                    Beneficiary commencing on or before December
                                    31 of the calendar year immediately
                                    following the calendar year in which the
                                    Participant died.

                           (B)      If the designated Beneficiary is the
                                    Participant's surviving spouse, the date
                                    distributions are required to begin in
                                    accordance with (A) above shall not be
                                    earlier than the later of (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.

                           If the Participant has not made an election pursuant
                           to this paragraph by the time of his death, the
                           Participant's designated Beneficiary must elect the
                           method of distribution no later than the earlier of
                           (1) December 31 of the calendar year in which
                           distributions would be required to begin under this
                           Paragraph, or (2) December 31 of the calendar year
                           which contains the fifth anniversary of the date of
                           death of the Participant. If the Participant has no
                           designated beneficiary, or if the designated
                           Beneficiary does not elect a method of distribution,
                           distribution of the Participant's entire interest
                           must be completed by December 31 of the calendar year
                           containing the fifth anniversary of the Participant's
                           death.

                           For purposes of this Paragraph, if the surviving
                           spouse dies after the Participant, but before
                           payments to such spouse begin, the provisions of


<PAGE>   60

                                      -56-

                           this Paragraph with the exception of paragraph (B)
                           therein, shall be applied as if the surviving spouse
                           were the Participant.

                           For the purposes of this Paragraph, distribution of a
                           Participant's interest is considered to begin on the
                           Participant's required beginning date (or, if the
                           spouse dies after the Participant, the date
                           distribution is required to begin to the surviving
                           spouse). If distribution in the form of an annuity
                           irrevocably commences to the Participant before the
                           required beginning date, the date distribution is
                           considered to begin is the date distribution actually
                           commences.

                  (ii)     POST-RETIREMENT DEATH OF A PARTICIPANT. If the
                           Participant dies after distribution of his interest
                           in the Radian Source Accounts has begun, the
                           remaining portion of such interest shall continue to
                           be distributed at least as rapidly as under the
                           method of distribution begin used prior to the
                           Participant's death. In the case of an installment
                           payment option, installment payments remaining at the
                           Participant's death shall be distributed to the
                           Participant's designated Beneficiary as a one-sum
                           cash payment.



<PAGE>   61

                                      -57-

                                   ARTICLE IX

                                 ADMINISTRATION

9.01     ALLOCATION OF RESPONSIBILITY

         The Employer, Trustee, Investment Committee and Plan Administrator
         shall have only those specific powers, duties, responsibilities and
         obligations as are specifically given them under this Plan and the
         Trust. In general, the Employer shall have the sole responsibility for
         making the payments required in accordance with Article III to be made
         by the Employer; shall appoint, and may dismiss, the Trustee, the
         members of the Investment Committee and the Plan Administrator; and may
         amend or terminate the Plan and Trust in whole or in part. The Plan
         Administrator shall have the sole responsibility for the administration
         of this Plan, which responsibility is specifically described in this
         Plan. The Trustees shall have responsibility for the custody,
         investment and general disposition of Plan and Trust assets, except to
         the extent that one or more investment managers is appointed to manage
         certain assets. The Investment Committee shall be responsible for the
         funding policy; may appoint and dismiss one or more investment
         managers; and may adopt a so-called group trust as part of the Trust.

         (1/1/89)

9.02     APPOINTMENT OF PLAN ADMINISTRATOR

         The Plan shall be administered by the Plan Administrator who shall be
         appointed by and serve at the discretion of the Employer. The Plan
         Administrator may be an Employee who shall not be precluded from
         participating in this Plan, but he shall not receive compensation with
         respect to his services as Plan Administrator, nor shall he be
         permitted to make any decision or take any action with respect to his
         own participation in the Plan.

         The functions of the Plan Administrator may be assigned to a Committee,
         to be designated as the Administrative Committee, consisting of two or
         more Employees who shall serve at the pleasure of the Employer's Board
         of Directors. Any act which the Plan Administrator is authorized or
         required to do may be done by a majority of the Administrative
         Committee at the time acting hereunder and the action of such majority,
         expressed from time to time by a vote at a meeting or in writing
         without a meeting, shall constitute the action of the Committee and
         shall have the same effect for all purposes as if assented to by all
         members of the Committee at the time in office.

         (1/l/89)

9.03     ESTABLISHMENT AND VALUATION OF ACCOUNTS

         (a)      The Plan Administrator shall create and maintain adequate
                  records to disclose the interest in this Plan of each
                  Participant and Beneficiary. Such records shall be in the form
                  of individual accounts, including Profit Sharing Accounts,
                  401(k) Accounts, Matching Contributions Accounts, After-Tax
                  Contributions Accounts,


<PAGE>   62

                                      -58-

                  and Rollover Accounts. The Plan Administrator shall segregate
                  account balances accrued under this Plan on or before June 30,
                  1996 from account balances accrued after June 30, 1996. The
                  Plan Administrator shall segregate account balances accrued
                  under the Zycon Corporation Profit Sharing 401(k) Plan on or
                  before September 30, 1997 from account balances accrued after
                  September 30, 1997.

                  The Plan Administrator shall maintain separate sub-accounts
                  for any accounts transferred from the Continental Circuits
                  Corp. 401(k) Retirement Plan to this Plan for the benefit of
                  Radian Participants (as defined in Section 8A.01), for
                  purposes of continuing to provide the benefits, rights and
                  features which were provided under the Radian Plan and which
                  are protected benefits under Section 411(d)(6) of the Internal
                  Revenue Code of 1986 and the regulations thereunder. The
                  following sub-accounts shall be maintained: Deferred Salary
                  Account (referred to as "Prior Plan Employee Frozen Account");
                  Participant Voluntary Account (referred to as "After Tax
                  Frozen Account"); and Discretionary Company Contributions and
                  Company Matching (referred to as "Prior Plan Employer Frozen
                  Account"). Such sub-accounts are sometimes referred to in this
                  Plan collectively as the "Radian Source Accounts."

         (b)      All accounts shall be adjusted not less frequently than
                  quarterly to reflect transfers of funds, contributions,
                  forfeitures and net earnings credited, and withdrawals,
                  distributions, forfeitures and losses debited, during or with
                  respect to such period under the provisions of this Plan.

         (c)      As of each Determination Date and at such other times as may
                  be requested by the Employer or the Plan Administrator, the
                  Trustee shall determine the fair market value of the trust
                  fund.

         (d)      Not less frequently than annually, each Participant and
                  Beneficiary who is a party in interest with respect to a
                  Participant Account shall be furnished a statement showing the
                  value of his Participant Account, including a breakdown by
                  individual account.

         (1/l/92; 7/l/96; 10/l/97)

9.04     CLAIMS PROCEDURE

         The Plan Administrator shall make all determinations as to the right of
         any person to a benefit. Any denial by the Plan Administrator of the
         claim for benefits to a Participant, former Participant or Beneficiary
         under the Plan shall be stated in writing by the Plan Administrator and
         delivered or mailed to the Participant, former Participant or
         Beneficiary; and such notice shall set forth the specific reasons for
         the denial, written in a manner that may be understood without legal or
         actuarial counsel.

         Any person whose claim has been denied shall have the opportunity to
         appeal such denial by written notification to the Plan Administrator
         within sixty (60) days following receipt


<PAGE>   63

                                      -59-

         of such written denial. Within sixty (60) days following receipt of
         such written appeal, the Plan Administrator shall transmit written
         notification of its decision regarding the appeal to said person
         provided, however, that if the Plan Administrator determines a hearing
         shall be necessary, such sixty (60) day period shall be extended to one
         hundred twenty (120) days.

9.05     RECORDS AND REPORTS

         The Plan Administrator shall exercise such authority and responsibility
         as it deems appropriate in order to comply with ERISA, and governmental
         regulations issued thereunder relating to records of Participant's
         service, Retirement Benefits and the percentage of such Benefits which
         are nonforfeitable under the Plan; notifications to Participants;
         periodic registration with the Internal Revenue Service; annual reports
         to the Department of Labor; and applicable reports to the Pension
         Benefit Guaranty Corporation.

9.06     POWERS AND DUTIES OF THE PLAN ADMINISTRATOR

         The Plan Administrator shall have such duties and powers as may be
         necessary to discharge its duties hereunder, including, but not limited
         to the following:

         (a)      To construe and interpret the Plan, decide all questions of
                  eligibility and determine the amount and time of payment of
                  any benefits hereunder;

         (b)      To prescribe procedures to be followed by Participants, Former
                  Participants or Beneficiaries in filing applications for
                  benefits;

         (c)      To prepare and distribute, in such manner as the Plan
                  Administrator determines to be appropriate, information
                  explaining the Plan;

         (d)      To receive from the appropriate sources such information as
                  shall be necessary for the proper administration of the Plan;

         (e)      To receive, review and keep on file (as the Plan Administrator
                  deems convenient or proper) reports of the financial
                  condition, and of the receipts and disbursements, of the
                  assets from the Trustee;

         (f)      To appoint or employ individuals to assist in the
                  administration of the Plan and Trust and any other agents the
                  Plan Administrator deems advisable, including legal counsel.

         The Plan Administrator shall have no power to add to, subtract from or
         modify any of the terms of the Plan or Trust, 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.

9.07     RULES AND DECISIONS


<PAGE>   64

                                      -60-

         The Plan Administrator may adopt such rules as it deems necessary,
         desirable, or appropriate. All rules and decisions of the Plan
         Administrator shall be uniformly and consistently applied to all
         Participants in similar circumstances. When making a determination or
         calculation, the Plan Administrator shall be entitled to rely upon
         information furnished by a Participant or Beneficiary, the Employer or
         the legal counsel of the Employer, the Investment Committee or the
         Trustee.

9.08     AUTHORIZATION OF BENEFITS PAYMENTS

         The Plan Administrator shall issue directions to the appropriate party
         concerning the payment of all benefits which are to be paid from the
         assets of the Trust, and warrants that all such directions are in
         accordance with the provisions of this Plan.

9.09     APPLICATION AND FORMS FOR BENEFITS

         The Plan Administrator may require a Participant or Beneficiary to
         complete and file written application for benefits and to furnish all
         pertinent information. The Plan Administrator may rely upon all such
         information so furnished, including the Participant's or Beneficiary's
         current mailing address.

9.10     FACILITY OF PAYMENT

         Whenever, in the Plan Administrator's opinion, a person entitled to
         receive any benefit hereunder is under a legal disability or is
         incapacitated in any way so as to be unable to manage his financial
         affairs, the Plan Administrator may cause payments otherwise payable to
         such person to be made to such person's legal representative or to a
         relative or friend of such person for his benefit. Any payment of
         benefit in accordance with the provisions of this Section shall be a
         complete discharge of any liability for the making of such payment
         under the provisions of this Plan.



<PAGE>   65

                                      -61-

                                    ARTICLE X

                                  MISCELLANEOUS

10.01    NONGUARANTEE OF EMPLOYMENT

         Nothing contained in this Plan shall be construed as a contract of
         employment between the Employer and any Employee, or as a right of any
         Employee to be continued in the employment of the Employer, or as a
         limitation of the right of the Employer to discharge any of its
         Employees, with or without cause.

10.02    RIGHTS OF EMPLOYEES AND BENEFICIARIES

         No Employee or Beneficiary shall have any right to or interest in any
         assets of the Plan 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 or
         Beneficiary out of such assets. All payments of benefits as provided
         for in this Plan shall be made solely out of Trust assets.

10.03    NONALIENATION OF BENEFITS

         Benefits payable under this Plan shall not be subject in any manner to
         anticipation. alienation, sale, transfer, assignment, pledge,
         encumbrance, charge, garnishment, execution, or levy of any kind,
         either voluntary or involuntary, including any such liability which is
         for alimony or other payments for the support of a spouse or former
         spouse, or for any other relative of the Employee, prior to actually
         being received by the person entitled to the benefit under the terms of
         the Plan; and any attempt to anticipate, alienate, sell, transfer,
         assign, pledge, encumber, charge or otherwise dispose of any right to
         benefits payable hereunder, shall be void. The Plan assets 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. Nothing herein shall be construed as preventing the
         assignment of all or part of a Participant's interest in this Plan
         pursuant to a qualified domestic relations order which meets the
         requirements of Sections 401(a)(13) and 414(p) of the Code. (1/1/85)

10.04    DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS

         In the event of complete discontinuance of contributions under this
         Plan to the Trust by the Employer, within the meaning of Section 411(d)
         of the Code and the related regulations, the accounts of all
         Participants shall, as of the date of such discontinuance, become fully
         vested.

10.05    NO REVERSION IN EMPLOYER

         The Employer has no beneficial interest in the Trust assets and no part
         of the Trust assets shall ever revert or be repaid to the Employer,
         directly or indirectly, except that if the Internal Revenue Service
         initially determines that the Plan does not meet the


<PAGE>   66

                                      -62-

         requirements of Section 401(a) of the Internal Revenue Code, any assets
         attributable to contributions made by the Employer under the Plan shall
         be returned to the Employer within one calendar year of denial of
         qualification of the Plan.

10.06    JURISDICTION

         This Plan shall be construed in accordance with the laws of the
         jurisdiction of the Commonwealth of Massachusetts except to the extent
         to which said laws are superseded by Federal Law.

10.07    TIMING OF DISTRIBUTIONS

         (a)      The distribution of any benefits under this Plan shall begin,
                  unless otherwise elected by the Participant, no later than the
                  sixtieth (60th) day after the latest of the close of the Plan
                  Year in which (i) the Participant attains age sixty-five (65),
                  (ii) occurs the tenth (tenth) anniversary of the time the
                  Participant commenced participation in the Plan, or (iii) the
                  Participant terminates his employment with the Employer.

         (b)      Any distribution to be made due to a Participant's termination
                  of employment prior to his Normal Retirement Date shall begin
                  no later than the sixtieth (60th) day following the date he
                  has incurred five (5) consecutive Breaks in Service for
                  vesting computation purposes, unless the Participant otherwise
                  elects to defer payment to a date specified in the preceding
                  Subsection (a). (1/l/85)

         (c) The entire interest of a Participant either:

                  (i)      will be distributed to him not later than the
                           required beginning date, as defined below, or

                  (ii)     will be distributed, commencing not later than such
                           required beginning date, (A) in accordance with
                           regulations prescribed by the Secretary of the
                           Treasury, over the life of such Participant or over
                           the lives of such Participant and a designated
                           beneficiary or (B) in accordance with such
                           regulations, over a period not extending beyond the
                           life expectancy of such Participant or the life
                           expectancy of such Participant and a designated
                           beneficiary.

                  As used herein, for Plan Years ending on or before December
                  31, 1996, the term "required beginning date" means April 1 of
                  the calendar year in which the Participant attains age 70 1/2.
                  For Plan Years beginning on or after January 1, 1997, the term
                  "required beginning date" means April 1 of the calendar year
                  following the later of (I) the calendar year in which the
                  Participant attains age 70 1/2 or (II) the calendar year in
                  which the Participant retires; provided, however, that clause
                  (II) shall not apply in the case of a Participant who is a
                  five percent owner with respect to the Plan Year in which he
                  attains age 70 1/2. In the case of a Participant to whom
                  clause (II) applies who retires in a calendar year after the


<PAGE>   67

                                      -63-

                  calendar year in which he attains age 70 1/2, the
                  Participant's accrued benefit shall be actuarially increased
                  to take into account the period after age 70 1/2 in which the
                  Participant was not receiving any benefits under the Plan. The
                  determination of who is a five percent owner shall be made in
                  accordance with Section 416(i) of the Code and the regulations
                  thereunder.

         (1/l/87; 1/l/97)

         (d)      If distribution of a Participant's interest has begun in
                  accordance with subsection 10.07(c)(ii) above and the
                  Participant dies before his entire interest is distributed to
                  him, the remaining portion of such interest will be
                  distributed at least as rapidly as under the method of
                  distribution being used as of the date of his death.

         (e)      If a Participant dies before the distribution of his interest
                  has begun in accordance with subsection 10.07(c)(ii) above,
                  the entire interest of the Participant will be distributed in
                  accordance with the following provisions:

                  (i)      Any portion payable to or for the benefit of a
                           designated beneficiary will be distributed in
                           accordance with applicable regulations over the life
                           of such designated beneficiary, or over a period not
                           extending beyond the life expectancy of such
                           beneficiary, beginning not later than one year after
                           the date of the Participant's death; or

                  (ii)     Any portion payable to or for the benefit of a
                           designated beneficiary who is the surviving spouse of
                           the Participant will be distributed as provided in
                           the preceding clause (i) beginning not later than the
                           date on which the Participant would have attained age
                           seventy and one-half (70 1/2); provided that if the
                           surviving spouse dies before the distributions to
                           such spouse begin, this subsection 10.07(e) shall be
                           applied as if the surviving spouse were the
                           Participant; or

                  (iii)    If neither of the preceding clauses (i) and (ii)
                           apply, the entire interest of the Participant will be
                           distributed within five (5) years after the death of
                           such Participant.

10.08    BENEFICIARY DESIGNATIONS

         (a)      Except as provided in subsection (b) below, the Participant
                  shall have the unrestricted right to designate, and to rescind
                  or change any designation of, a primary and contingent
                  Beneficiary or Beneficiaries to receive any benefit due in the
                  event of his death. Each such rescission or change of
                  Beneficiary(ies) must be made in writing to the Plan
                  Administrator and must be signed by the Participant. If there
                  is no designated Beneficiary living when the death benefit
                  becomes payable or if no such designation of Beneficiary is on
                  file with the Plan Administrator, or if in the sole discretion
                  of the Plan Administrator such designation is defective, any
                  death benefit due will be paid to any one or more of


<PAGE>   68

                                      -64-

                  the surviving members of the Participant's relatives in the
                  following order of preference:

                  (i)      to his spouse;

                  (ii)     in equal shares to his children;

                  (iii)    to his parents; or

                  (iv)     to his estate.

         (b)      If a Participant who is married wishes to designate a primary
                  Beneficiary who is not the spouse of such Participant, such
                  designation shall not be effective unless the spouse of such
                  Participant consents in writing to such designation. The
                  written consent of the spouse must acknowledge the effect of
                  such consent, and must be witnessed by a plan representative
                  or a notary public. Any consent by a spouse hereunder shall be
                  effective only with respect to that spouse.

         (1/l/85)

10.09    BENEFITS OF LOST PARTICIPANTS

         The provisions of this Section 10.09 shall apply in the event a
         Participant or Beneficiary fails to file an application for benefits,
         or in the event of the termination of the Plan or other event requiring
         distribution of a benefit or other Plan assets to a Participant or
         Beneficiary, if the Participant or Beneficiary cannot be located.

         (a)      The Plan Administrator shall give written notice to each
                  Participant at his last known address of his right to receive
                  a distribution under the Plan, within a reasonable time after
                  the happening of an event giving rise to the right to receive
                  the distribution. Without limiting the generality of the
                  preceding sentence, a decision by the Plan Administrator to
                  direct the distribution of a Participant's Account having a
                  vested value of $3,500 or less shall be an event requiring
                  distribution of a benefit. (1/l/93)

         (b)      If the Participant cannot be located in this manner, the
                  account of such Participant shall continue to be held in a
                  Participant Account under the Plan until the occurrence of an
                  event described in any of Sections 10.09(c), (d) or (e)
                  following.

         (c)      If proof of death of the Participant satisfactory to the Plan
                  Administrator is received by the Plan Administrator, the
                  benefit or other distribution shall be paid to the
                  Participant's Beneficiary.

         (d)      If the Plan is terminated prior to distribution of the benefit
                  or other amount due, the Plan Administrator shall establish an
                  interest bearing custodial account for the benefit of the
                  Participant or his Beneficiary in a federally insured bank,
                  savings and loan association, or credit union, into which the
                  Participant's account balance


<PAGE>   69

                                      -65-

                  shall be deposited. Such account shall be held in trust for
                  the benefit of the Participant or his Beneficiary.

         (e)      If no claim is made by a Participant or his Beneficiary within
                  one year of the date notice is given of the right to receive a
                  distribution under the Plan, the benefit payable to or account
                  balance of such Participant shall be forfeited; provided that
                  such forfeited benefit or amount shall be reinstated in the
                  event a valid claim for such amount is subsequently made by
                  the Participant or his Beneficiary. Any forfeiture hereunder
                  shall be treated as a Forfeiture under Section 3.07 of the
                  Plan for the year in which it occurs.

         (1/l/85)

10.10    DIRECT TRUSTEE-TO-TRUSTEE TRANSFER OPTION

         Whenever a Participant, Beneficiary or Alternate Payee under a
         qualified domestic relations order is to receive a distribution under
         the Plan that is an eligible rollover distribution, as hereinafter
         defined, that would otherwise be subject to withholding under Section
         3405(c) of the Code, the distributee may elect by written notice to the
         Plan Administrator to have all or a specified portion of such
         distribution paid directly to a specified eligible retirement plan in a
         trustee-to-trustee transfer. The Plan Administrator shall prescribe
         reasonable procedures for a distributee to elect a direct rollover,
         including information and documentation to be provided and the time
         period within which such election may be made, and shall provide notice
         of this option to each distributee within a reasonable time prior to
         making an eligible rollover distribution.

         As used in this Section 10.10, an eligible rollover distribution means
         any distribution that is described in Section 402(c)(4) of the Code and
         the regulations thereunder.

         As used in this Section 10.10, an eligible retirement plan generally is
         an individual retirement account described in Section 408(a) of the
         Code, an individual retirement annuity (other than an endowment
         annuity) described in Section 408(b) of the Code, a qualified trust
         forming part of a qualified defined contribution plan described in
         Section 401(a) of the Code, the terms of which permit rollover
         contributions, or an annuity plan described in Section 403(a) of the
         Code. If the distributee is the surviving spouse of a Participant and
         is to receive a distribution on account of the Participant's death, an
         eligible retirement plan is an individual retirement account or an
         individual retirement annuity only.

         (1/l/93)



<PAGE>   70

                                      -66-

                                   ARTICLE XI

                        AMENDMENTS AND ACTION BY EMPLOYER

11.01    AMENDMENTS

         The Employer reserves the right to make from time to time any amendment
         or amendments to this Plan which do not cause any part of the assets of
         the Plan to be used for, or diverted to, any purpose other than the
         exclusive benefit of Participants or their Beneficiaries; provided,
         however, that the Employer may make any amendment it determines
         necessary or desirable, with or without retroactive effect, to comply
         with the requirements of the Internal Revenue code or of any other
         pertinent provision of Federal or State law, or any regulation or
         ruling of any duty constituted authority in connection therewith.

11.02    ACTION BY EMPLOYER

         Any action by the Employer under this Plan may be made by resolution of
         its Board of Directors, or by any person or persons duly authorized by
         resolution of said Board to take such action.



<PAGE>   71

                                      -67-

                                   ARTICLE XII

             SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS

12.01    SUCCESSOR EMPLOYER

         In the event of the dissolution, merger, consolidation or
         reorganization of the Employer, provision may be made by which the Plan
         will be continued by the successor; and, in that event, such successor
         shall be substituted for the Employer under the Plan. The substitution
         of the successor shall constitute an assumption of Plan liabilities by
         the successor and the successor shall have all the powers, duties and
         responsibilities of the Employer under the Plan and Trust Agreement.

12.02    PLAN ASSETS

         In the event of any merger or consolidation of the Plan with, or
         transfer in whole or in part of the Trust Fund assets and liabilities
         of the Plan to another plan of deferred compensation maintained or to
         be established for the benefit of all or some of the Participants of
         this Plan, the Trust Fund assets applicable to such Participants shall
         be transferred to the other plan only if:

         (a)      each Participant would (if either this Plan or the other plan
                  then terminated) receive a benefit immediately after the
                  merger, consolidation or transfer which is equal to or greater
                  than the benefit he would have been entitled to receive
                  immediately before the merger, consolidation or transfer (if
                  this Plan had then terminated);

         (b)      resolutions of the Board of Directors of the Employer under
                  this Plan, or of any new or successor employer of the affected
                  Participants, shall authorize such transfer of assets; and, in
                  the case of the new or successor employer of the affected
                  Participants, its resolutions shall include an assumption of
                  liabilities with respect to such Participant's inclusion in
                  the new employer's plan; and

         (c)      such other plan is qualified under Section 401(a) and 501(a)
                  of the Internal Revenue Code.

         Upon any merger or consolidation of the Plan with another plan, or
         transfer of assets and liabilities of the Plan to such other plan, the
         Board of Directors of the Employer may authorize the Plan Administrator
         to allocate immediately prior to the merger, consolidation or transfer
         any amounts then held in a suspense account. If the suspense account
         includes Forfeitures from Profit Sharing Accounts, the suspense account
         shall be allocated among all Participants who have a balance in their
         Profit Sharing Account according to the ratio that the balance of each
         such Participant's Profit Sharing Account bears to the total balance of
         all Participants' Profit Sharing Accounts as of the date of allocation.
         If the suspense account includes Forfeitures from Matching
         Contributions Accounts, the suspense account may be allocated (a) to
         reduce the amount of Matching Contributions then due from the Employer
         for the current Plan Year or (b) among those


<PAGE>   72

                                      -68-

         Participants who have a balance in their 401(k) and Matching
         Contributions Accounts according to the ratio that the aggregate of
         each such Participant's Matching Contributions Account and 401(k)
         Account bears to the total balance of all Participants' 401(k) and
         Matching Contributions Accounts. Allocations under this Section 12.02
         shall be subject to the provisions of Sections 3.09 and 3.10. (1/l/97)



<PAGE>   73

                                      -69-

                                  ARTICLE XIII

                                PLAN TERMINATION

13.01    RIGHT TO TERMINATE

         In accordance with the procedures set forth in this Article, the
         Employer may terminate the Plan at any time. In the event of the
         dissolution, merger, consolidation or reorganization of the Employer,
         the Plan shall terminate and the Trust assets shall be liquidated
         unless the Plan is continued by a successor to the Employer in
         accordance with Section 12.01.

13.02    PARTIAL TERMINATION

         Upon termination of the Plan with respect to a group of Participants
         which constitutes a partial termination of the Plan, the Plan
         Administrator shall allocate and segregate for the benefit of the
         Employees then or theretofore employed by the Employer with respect to
         which the Plan is being terminated the proportionate interest of such
         Participants in the Trust assets. The assets so allocated and
         segregated shall be used by the Plan Administrator to pay benefits to
         or on behalf of Participants in accordance with Section 13.03.

13.03    LIQUIDATION OF THE PLAN

         Upon termination or partial termination of the Plan, the accounts of
         all Participants affected thereby shall become fully vested, and the
         Plan Administrator shall, subject to the provisions of the immediately
         following paragraph, cause the assets remaining in the Trust (including
         any Forfeitures which shall not have been allocated) to be allocated
         and distributed to the remaining Participants and Beneficiaries in
         proportion to their respective account balances.

         In the event that any service charges assessed under this Plan are due
         and unpaid as of such Plan termination date, the payment of such
         charges shall be satisfied by deducting a pro rata share of the amount
         remaining to be paid from each Participant's Profit Sharing Account.

13.04    MANNER OF DISTRIBUTION

         To the extent that no discrimination in value results, any distribution
         after termination of the Plan may be made, in whole or in part, in
         cash, in securities or in nontransferable annuity contracts, as the
         Plan Administrator (in his discretion) may determine. All non-cash
         distributions shall be valued at fair market value at date of
         distribution.



<PAGE>   74

                                      -70-

                                   ARTICLE XIV

                       DISCHARGE OF DUTIES BY FIDUCIARIES

The Employer, Plan Administrator, Investment Committee, investment manager,
Trustee, and any other person who, by reason of his involvement in and under
this Plan and the Trust shall be deemed to be a fiduciary within the meaning of
Title i, Section 3 (21) of ERISA, shall discharge their Plan and Trust related
duties and responsibilities solely in the interest of the Participants and their
Beneficiaries and with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. Any provision in any agreement or other plan
document which has the effect of relieving said fiduciaries from responsibility
for acts within the discretionary authority of such persons are hereby deleted
and canceled.





                           A true copy of the HADCO Retirement Plan as amended
                           and restated to incorporate all amendments adopted
                           through March 3, 1999.

                           Attest:  /s/ James C. Hamilton
                                   --------------------------------
                                        James C. Hamilton, Clerk

                                                   June 17, 1999