Exhibit 4.5

                            METTLER-TOLEDO, INC.
                      ENHANCED RETIREMENT SAVINGS PLAN

                            AMENDED AND RESTATED

                        EFFECTIVE AS OF JULY 1, 2002
                   (EXCEPT AS OTHERWISE PROVIDED HEREIN)


<PAGE>

                                  FOREWORD

PURPOSE

Effective  as of October  1, 1988,  Toledo  Scale  Corporation,  a Delaware
corporation,   established  the  Toledo  Scale   Corporation   Savings  and
Investment  Plan  (the  "Plan")  for the  benefit  of  eligible  employees.
Effective  January 1, 1992, the Plan was renamed the  Mettler-Toledo,  Inc.
Savings  and  Investment  Plan,  to  reflect a change in the name of Toledo
Scale Corporation to Mettler-Toledo,  Inc. (the "Company"). Effective as of
July 1, 1994,  the Mettler  Instrument  Corporation  Savings and Investment
Plan was merged into the Plan,  the Plan was amended and restated,  and the
Plan was renamed the "Mettler Toledo Retirement Savings Plan". Effective as
of October 1, 1999,  the  Safeline,  Inc.  401(k)  Plan was merged into the
Plan. Effective as of January 1, 2000, the Plan was amended and restated in
its entirety.  Effective as of July 1, 2002,  the Plan is being restated in
its  entirety   and  the  name  of  the  Plan  is  being   changed  to  the
Mettler-Toledo,  Inc. Enhanced  Retirement Savings Plan. The purpose of the
Plan  is  to  encourage  eligible  employees  of  authorized  divisions  or
departments of the Company or of any authorized company affiliated with the
Company  to  provide  additional   financial  security  and  to  supplement
retirement income by savings on a regular long term basis.

BACKGROUND

As of January 1, 1981 Reliance  Electric Company,  a corporation  organized
and existing under the laws of the State of Delaware ("Reliance Electric"),
amended and restated the Reliance  Electric  Company Savings and Investment
Plan (the "Prior Reliance  Electric Plan") to continue to provide  eligible
employees additional financial security and to supplement retirement income
by savings on a regular and long term basis.

As of October 1, 1983  Reliance  Electric  amended and  restated  the Prior
Reliance  Electric  Plan.  Such  amended and  restated  plan is referred to
herein as the "Reliance Electric Plan".

The Company,  then a  wholly-owned  subsidiary  of Reliance  Electric,  and
Reliance Electric determined that:

1)        Effective as of October 1, 1988,  the Plan should be  established
          to cover eligible employees of the Company in lieu of having such
          employees continue to participate in the Reliance Electric Plan;

2)        All assets and  liabilities  of the Reliance  Electric Plan which
          were  allocable  to eligible  employees  of the Company  would be
          transferred to the Plan and the trust  established in conjunction
          therewith; and

3)        As of the  inception of the Plan and the transfer  thereto of the
          aforementioned  assets and  liabilities of the Reliance  Electric
          Plan,  the  provisions  of the  Plan  would be the  same,  in all
          material respects, as those of the Reliance Electric Plan.

The Company has subsequently amended the Plan from time to time.

This amendment and  restatement of the Plan shall  constitute an amendment,
restatement  and  continuation  of  the  Plan.   Except  as  the  text  may
specifically  provide  otherwise,  the terms and  provisions of the Plan as
hereinafter set forth and as it hereafter may be amended from time to time,
establish  the rights and  obligations  with  respect to  Participants  (as
hereinafter defined) employed on and after July 1, 2002 and to transactions
under  the  Plan  on  and  after  such  date.  Unless  explicitly  provided
otherwise,  the  provisions of this amendment and  restatement  with stated
effective  dates  prior to July 1,  2002  shall  be  deemed  to  amend  the
corresponding  provisions,  if any,  of the Plan as in effect  before  this
amendment  and  restatement  and all  amendments  thereto as of such dates.
Events occurring  before the applicable  effective date of any provision of
this  amendment  and  restatement  shall  be  governed  by  the  applicable
provision of the Plan in effect on the date of the event.

The  adoption  of the Plan in its  entirety  is intended to comply with the
provisions  of Sections  401(a) of the  Internal  Revenue  Code of 1986 and
applicable regulations thereunder.


<PAGE>

                            METTLER-TOLEDO, INC.

                      ENHANCED RETIREMENT SAVINGS PLAN

                                  CONTENTS
                                  --------

                                                                       PAGE

Article I Definitions......................................................1
      1.1   "Account"......................................................1
      1.2   "Administrative Committee".....................................1
      1.3   "After-Tax Contribution Account"...............................1
      1.4   "Appropriate Form".............................................1
      1.5   "Basic Employee Contribution"..................................1
      1.6   "Basic Employee Contribution Account"..........................1
      1.7   "Basic Salary Reduction Contribution"..........................1
      1.8   "Basic Salary Reduction Contribution Account"..................1
      1.9   "Beneficiary"..................................................2
      1.10  "Board" or "Board of Directors"................................2
      1.11  "Code".........................................................2
      1.12  "Common Stock".................................................2
      1.13  "Company"......................................................2
      1.14  "Company Matching Contribution"................................2
      1.15  "Company Matching Contribution Account"........................2
      1.16  "Compensation".................................................2
      1.17  "Disability"...................................................3
      1.18  "Discretionary Contribution"...................................3
      1.19  "Discretionary Contribution Account"...........................3
      1.20  "Early Retirement".............................................3
      1.21  "Effective Date"...............................................3
      1.22  "Eligible Earnings"............................................3
      1.23  "Eligible Employee" ...........................................4
      1.24  "Employee".....................................................4
      1.25  "Employer".....................................................4
      1.26  "Employment Commencement Date".................................5
      1.27  "Enrollment Date"..............................................5
      1.28  "ERISA"........................................................5
      1.29  "Excluded Entity"..............................................5
      1.30  "Group"........................................................5
      1.31  "Highly Compensated Employee"..................................5
      1.32  "Hour of Service" .............................................5
      1.33  "Interactive Electronic Communication" ........................6
      1.34  "Investment Fund"..............................................6
      1.35  "Leased Employee"..............................................7
      1.36  "Mettler Toledo Stock Fund"....................................7
      1.37  "Normal Retirement Age"........................................7
      1.38  "Normal Retirement Date".......................................7
      1.39  "Notice".......................................................7
      1.40  "Participant" .................................................7
      1.41  "Period of Service" ...........................................7
      1.42  "Period of Severance"..........................................8
      1.43  "Plan".........................................................8
      1.44  "Plan Year"....................................................8
      1.45  "Prior Reliance Electric Plan".................................8
      1.46  "Qualified Contribution".......................................8
      1.47  "Qualified Contribution Account"...............................8
      1.48  "Reliance Electric Plan".......................................8
      1.49  "Reemployment Commencement Date"...............................8
      1.50  "Rollover Contribution"........................................8
      1.51  "Rollover Contribution Account"................................8
      1.52  "Safe Harbor Matching Contribution"............................8
      1.53  "Safe Harbor Matching Contribution Account"....................8
      1.54  "Savings Contribution".........................................9
      1.55  "Savings Contribution Account".................................9
      1.56  "Severance from Service".......................................9
      1.57  "Special Contribution".........................................9
      1.58  "Special Contribution Account" ................................9
      1.59  "Special Contribution Year"....................................9
      1.60  "Transition Contribution"......................................9
      1.61  "Transition Contribution Account".............................10
      1.62  "Trustee".....................................................10
      1.63  "Trust Agreement".............................................10
      1.64  "Trust Fund"..................................................10
      1.65  "Valuation Date"..............................................10
      1.66  "Vested Interest".............................................10
      1.67  "Year of Eligibility Service".................................10
      1.68  "Year of Vesting Service".....................................10
Article II Eligibility and Participation..................................12
      2.1   Eligibility Requirements......................................12
      2.2   Commencement of Participation.................................12
      2.3   Beneficiary Designation.......................................13
      2.4   Changes in Status of Eligible Employee........................14
Article III Basic Salary Reduction Contributions..........................15
      3.1   Basic Salary Reduction Contributions..........................15
      3.2   Voluntary Suspension..........................................15
      3.3   Change in Contribution Rates..................................15
      3.4   Limitations on Basic Salary Reduction Contributions
            (Plan Years beginning before January 1, 2003).................16
      3.5   Distributions of Excess Deferrals.............................18
      3.6   Coordination of Excess Amounts under Sections 401(k) and 402(g)
            of the Code (Plan Years beginning before January 1, 2003).....19
      3.7   Catch-up Contributions........................................20
      3.8   Rollover Contributions........................................20
Article IV Employer Contributions.........................................22
      4.1   Company Matching Contributions................................22
      4.2   Safe Harbor Matching Contributions............................22
      4.3   Savings Contributions.........................................23
      4.4   Special Contributions.........................................25
      4.5   Transition Contributions......................................27
      4.6   Discretionary Contributions...................................28
      4.7   Limitation on Annual Additions................................28
      4.8   Limitation on Company Matching Contributions
            (Plan Years beginning before January 1, 2003).................30
      4.9   Aggregate Limitation (Plan Years beginning before
            January 1, 2002)..............................................33
      4.10  Qualified Contributions (Plan Years beginning before
            January 1, 2003)..............................................34
      4.11  Return of Contributions.......................................34
Article V Valuation of Accounts...........................................35
      5.1   Maintenance of Accounts.......................................35
      5.2   Valuation.....................................................35
      5.3   Valuation of Funds............................................35
Article VI Vesting of Accounts............................................36
      6.1   Vesting.......................................................36
      6.2   Treatment of Forfeitures......................................37
      6.3   Reinstatement of Accounts.....................................37
Article VII Investment of Accounts........................................39
      7.1   Investment of Accounts........................................39
      7.2   Investment Elections..........................................39
      7.3   Mettler Toledo Stock Fund.....................................41
      7.4   Voting of Common Stock........................................42
Article VIII Withdrawals During Employment................................44
      8.1   Basic Withdrawals.............................................44
      8.2   Hardship Withdrawals..........................................45
      8.3   Payment of Withdrawals........................................47
      8.4   Values........................................................47
Article IX Distribution of Benefits.......................................48
      9.1   Amount of Distribution........................................48
      9.2   Payment of Distribution.......................................48
      9.3   Deferred Accounts.............................................49
      9.4   Distribution Requirements Applicable
            to Basic Salary Reduction Contributions.......................50
      9.5   Alienation of Benefits........................................50
      9.6   Latest Commencement of Benefits...............................51
      9.7   Mandatory Commencement of Benefits............................51
      9.8   Death Benefits................................................52
      9.9   Distributions Upon Plan Termination or other Events...........52
      9.10  Identity and Competence of Payees.............................52
      9.11  Direct Rollover of Eligible Rollover Distribution.............52
Article X Administration of the Plan......................................54
      10.1  Plan Administrator............................................54
      10.2  Appointment of the Administrative Committee...................54
      10.3  Powers of the Administrative Committee........................55
      10.4  Individual Accounts...........................................57
      10.5  Claim Procedures..............................................57
      10.6  Appointment of Accountant.....................................58
      10.7  Indemnification of Certain Persons............................58
      10.8  Special Withdrawal Period.....................................58
      10.9  Plan Expenses.................................................59
Article XI Operation of the Trust Fund....................................60
      11.1  Trust Fund; Trustee...........................................60
      11.2  Appointment of Investment Manager.............................60
Article XII Adoption, Amendment, Termination and Merger...................61
      12.1  Adoption of the Plan..........................................61
      12.2  Right to Amend................................................61
      12.3  Termination or Discontinuance of Contributions................61
      12.4  Merger, Consolidation or Transfer.............................62
Article XIII Miscellaneous................................................63
      13.1  Uniform Administration........................................63
      13.2  Payments from Trust Fund......................................63
      13.3  Plan Not a Contract of Employment.............................63
      13.4  Applicable Law................................................63
      13.5  Unclaimed Amounts.............................................63
      13.6  Severability..................................................64
      13.7  Employer Records..............................................64
      13.8  Application of Plan Provisions................................64
      13.9  IRC 414(u) Compliance Provision...............................64
      13.10 IRC 125 Compliance Provision..................................64
Article XIV Participation in Plan by Affiliates...........................65
      14.1  Participation by Affiliate....................................65
      14.2  Withdrawal by Affiliate.......................................65
      14.3  Special Rule for Corporate Reorganizations....................66
Article XV Loans..........................................................67
      15.1  Availability..................................................67
      15.2  Terms and Procedures..........................................67
Article XVI Determination of Top-Heavy Status.............................70
      16.1  General.......................................................70
      16.2  Top-Heavy Plan................................................70
      16.3  Super Top-Heavy Plan..........................................70
      16.4  Cumulative Accrued Benefits and Cumulative Accounts...........70
      16.5  Definitions...................................................71
      16.6  Vesting.......................................................72
      16.7  Compensation..................................................72
      16.8  Minimum Contributions.........................................72
      16.9  Defined Benefit and Defined Contribution Plan Fractions.......72
      16.10 Method of Determining Accrued Benefit.........................73
      16.11 Change in Statute Automatically Incorporated..................73
Appendix A  Special Provisions Pertaining to Certain Employees
            of Mettler Instrument Corporation.............................74
Appendix B  Bonus Deferrals...............................................75
Appendix C  Special Provisions Pertaining to Certain Employees of
            ASI Applied Systems, Inc......................................78
Appendix D  Special Provisions Pertaining to Certain Employees of
            Safeline, Inc.................................................82
Exhibit I   Special Contributions.........................................84

<PAGE>




                                 ARTICLE I

                                DEFINITIONS

As used herein,  unless otherwise  defined or required by the context,  the
following words and phrases shall have the meanings indicated.  Some of the
words and phrases  used in the Plan are not defined in this  Article I, but
for convenience are defined as they are introduced into the text.

1.1       "Account" means, to the extent applicable to a given Participant,
          the After-Tax  Contribution Account,  Basic Employee Contribution
          Account,  Basic Salary Reduction  Contribution  Account,  Company
          Matching   Contribution   Account,   Discretionary   Contribution
          Account,  Qualified Contribution Account,  Rollover Account, Safe
          Harbor  Matching  Contribution   Account,   Savings  Contribution
          Account,  Special Contribution Account,  Transition  Contribution
          Account or any subaccount thereof, as the context requires.

1.2       "Administrative  Committee"  means the committee  constituted  to
          administer the Plan in accordance with Section 10.2.

1.3       "After-Tax  Contribution  Account"  means  the  separate  Account
          maintained  for a  Participant  to record  his share of the Trust
          Fund attributable to after-tax  contributions  made on his behalf
          under the Reliance Electric Plan.

1.4       "Appropriate  Form"  means  the form or forms  prescribed  by the
          Administrative Committee for a particular purpose.

1.5       "Basic  Employee  Contribution"  means a  contribution  made by a
          Participant as a condition of participation in the Prior Reliance
          Electric  Plan, as provided in Section 3.02 of the Prior Reliance
          Electric Plan.

1.6       "Basic Employee  Contribution Account" means the separate Account
          maintained  for a  Participant  to record  his share of the Trust
          Fund  attributable  to Basic Employee  Contributions  made on his
          behalf.

1.7       "Basic Salary Reduction  Contribution"  means a contribution made
          by an Employer  pursuant to an  election  by the  Participant  to
          reduce the cash compensation  otherwise  currently payable to him
          by an equivalent  amount,  in accordance  with the  provisions of
          Section 3.1, and such amounts  contributed  by an Employer to the
          Reliance Electric Plan under Section 3.01 thereof. For Plan Years
          beginning on and after  January 1, 2002,  Basic Salary  Reduction
          Contributions  shall also include  catch-up  contributions  under
          Section 3.7.

1.8       "Basic Salary Reduction  Contribution Account" means the separate
          Account  maintained  for a Participant to record his share of the
          Trust Fund  attributable to Basic Salary Reduction  Contributions
          made on his behalf.

1.9       "Beneficiary"  means  the  person or  persons  so  designated  in
          accordance with Section 2.3 to receive benefits payable under the
          Plan as a result of the Participant's death.

1.10      "Board" or "Board of  Directors"  means the Board of Directors of
          the Company.

1.11      "Code" means the Internal  Revenue Code of 1986,  as amended from
          time to time.

1.12      "Common   Stock"  means  the  common   stock  of   Mettler-Toledo
          International Inc. which is a qualifying employer security within
          the meaning of Section 407(d)(5) of ERISA.

1.13      "Company" means Mettler-Toledo,  Inc., a Delaware corporation, as
          now  constituted  or as  may  be  constituted  hereafter,  or any
          person, firm, corporation or partnership which may succeed to its
          business and which adopts the Plan.

1.14      "Company Matching  Contribution"  means an Employer  contribution
          made to the Trust Fund pursuant to Section 4.1.

1.15      "Company  Matching   Contribution  Account"  means  the  separate
          Account  maintained  for a Participant to record his share of the
          Trust Fund attributable to Company Matching Contributions made on
          his behalf.

1.16      "Compensation"  means the (a) the nondeferred  remuneration of an
          Employee for services  rendered to the Group,  inclusive of Basic
          Salary Reduction Contributions, regularly-scheduled paid bonuses,
          sales  commissions,  overtime,  shift  differential and incentive
          earnings,  exclusive of non-regular bonuses, stock option income,
          moving  expenses  paid or reimbursed by a member of the Group and
          the Group's cost for any employee benefit plan (which cost is not
          included  in the gross  income of the  Employee),  including  the
          Plan, except as provided in this Section,  and (b) in the case of
          an  Eligible   Employee  of  an  Employer  which  is  a  "foreign
          subsidiary"  (as  described in Section  406(a) of the Code and to
          which an agreement  entered into under Section 312(1) of the Code
          applies) or a "domestic subsidiary"  (described in Section 407(a)
          of the Code) and who has been  authorized to  participate  in the
          Plan by the Administrative Committee, an amount determined by the
          Administrative  Committee,  using as a guideline  to be uniformly
          and consistently  applied,  that nondeferred  remuneration  which
          would be  considered  as his basic  rate of  compensation  if his
          services  were  performed  in a similar  position  in the  United
          States for the Company, but in no event shall the "Compensation",
          as  determined  by  the  Administrative  Committee,   exceed  the
          nondeferred  remuneration  actually  received by such an Eligible
          Employee.  Effective  for each Plan Year  beginning  on and after
          January 1,  1989,  in no event  shall the amount of  Compensation
          taken into  account  under the Plan  exceed the  adjusted  annual
          limitation  permitted  under  Section  401(a)(17) of the Code for
          such Plan Year. Such adjusted annual limitation shall be for each
          Plan Year  beginning  on and after  January  1, 1989 and prior to
          January 1, 1994,  $200,000 as adjusted  for such year in the same
          manner as under  Section  415(d) of the Code;  for each Plan Year
          beginning  on and after  January  1, 1994 and prior to January 1,
          2002,  $150,000  as  adjusted  for such  year as  provided  under
          Section  401(a)(17)(B)  of  the  Code  and  for  each  Plan  Year
          beginning on and after January 1, 2002,  $200,000 as adjusted for
          such year as provided under Section 401(a)(17)(B) of the Code.

1.17      "Disability"  means the  termination  of service of a Participant
          with the  Employer due to a physical or mental  disability  which
          will  permanently  disable such  Participant  from performing the
          customary  duties  of his  regular  job with the  Employer.  Such
          permanent  disability is to be determined by a licensed physician
          provided by or acceptable to the Administrative Committee.

1.18      "Discretionary  Contribution" means an Employer contribution made
          to the Trust Fund pursuant to Section 4.6.

1.19      "Discretionary  Contribution  Account" means the separate Account
          maintained  for a  Participant  to record  his share of the Trust
          Fund  attributable  to  Discretionary  Contributions  made on his
          behalf.

1.20      "Early Retirement" means a Participant's  termination of service,
          provided  it occurs on or after his 55th  birthday,  but prior to
          his Normal Retirement Date, and after his completion of 10 1-year
          Periods of Service.

1.21      "Effective  Date" means October 1, 1988.  The  effective  date of
          this restatement is July 1, 2002, unless otherwise provided.

1.22      "Eligible Earnings" means:

          (a)  The basic,  regular  earnings of a Participant  for services
               rendered to the Group while the  Participant  is an Eligible
               Employee; provided, however, such earnings shall include the
               items set forth in  subsection  (i) below and shall  exclude
               the items set forth in subsection (ii) below,  and, provided
               further,  that any  forms  of  compensation  not  enumerated
               herein  shall be deemed to be excluded in the same manner as
               if identified in subsection (ii) below:

               (i)  Inclusions:  overtime pay, sales commissions,  vacation
                    pay,  pay during an approved  leave of  absence,  retro
                    pay,    regularly-scheduled    paid   bonuses,    shift
                    differential, Basic Salary Reduction Contributions, and
                    amounts  subject  to  an  Eligible   Employee's  salary
                    reduction  election  under a plan  described in Section
                    125 of the Code.

               (ii) Exclusions: income attributable to a waiver of coverage
                    under   any   Group-provided   medical   program,   any
                    non-regular  bonuses,  stock option income,  any income
                    attributable to fringe or welfare benefits  provided by
                    the Group, any vehicle allowance income attributable to
                    an  Employee's  personal  use of a car owned by a Group
                    member, any amount paid or reimbursed by a Group member
                    relative to an Employee's relocation (without regard to
                    whether such amounts are includable in income or may be
                    deductible by the Employee),  any Group-provided  gifts
                    or awards, any tuition payments or reimbursements,  any
                    severance payments, any sick pay paid by a third party,
                    income  and  any  distributions   from  a  nonqualified
                    retirement or deferred compensation plan.

          (b)  In the case of an  Eligible  Employee  described  in Section
               1.16(b),  "Eligible  Earnings" shall be an amount determined
               by the Administrative Committee,  using as a guideline to be
               uniformly  and   consistently   applied,   that  nondeferred
               remuneration  which  would be  considered  his basic rate of
               compensation  if his  services  were  performed in a similar
               position  for the  Company in the United  States,  but in no
               event shall the  "Eligible  Earnings",  as determined by the
               Administrative    Committee,    exceed    the    nondeferred
               remuneration actually received by such an Eligible Employee.

          (c)  Notwithstanding  any  provision of the Plan to the contrary,
               Eligible  Earnings  shall not  exceed  the  adjusted  annual
               limitation described in Section 1.16.

1.23      "Eligible   Employee"   means  each  Employee  of  any  Employer,
          excluding  (i)  any  Employee  included  in a unit  of  employees
          represented  by a  recognized  bargaining  agent and covered by a
          collective bargaining agreement in which retirement benefits were
          the  subject  of good  faith  bargaining  unless  such  agreement
          specifically  provides for coverage  under the Plan, and (ii) any
          Employee who is a nonresident alien without  U.S.-source  income,
          and (iii) any Employee of who is, for a period of employment with
          an  Employer,  covered  under a  retirement  plan  sponsored by a
          member of the Group and which plan otherwise  primarily  benefits
          employees   in  non-U.S.   employment,   and  (iv)  any  Employee
          classified by an Employer as a co-op  student or intern,  and (v)
          any Employee of an Excluded Entity, while so employed.

          For purposes of Sections 3.4, 4.8 and  4.9,  the  term  "Eligible
          Employee"  means an Eligible  Employee (as  otherwise  defined in
          this  Section  1.23) of an  Employer  who, at any time during the
          Plan Year in question has satisfied the eligibility  requirements
          set forth in Section 2.1,  regardless of whether such  individual
          has elected to become a Participant in the Plan.

          Notwithstanding  any provision of the Plan to the  contrary,  any
          individual who  an  Employer  determines  to  be  an  independent
          contractor, leased employee (including a Leased Employee), leased
          owner, leased manager,  shared employee or person working under a
          similar  classification  shall not  become an  Eligible  Employee
          hereunder,   regardless   of  whether  any  such   individual  is
          ultimately  determined  to be a common law  employee,  unless and
          until the Company shall otherwise  determine.  Any Employee shall
          be  considered  an Eligible  Employee  only during such period in
          which he satisfies the requirements defined above.

1.24      "Employee" means any person performing  services for the Company,
          or any other member of the Group, as a common law employee.

1.25      "Employer" means the Company and any member of the Group that has
          adopted the Plan in  accordance  with Article XIV. As the context
          requires,  the term  "Employer"  may mean any of the Employers or
          all of them.

1.26      "Employment  Commencement  Date"  means  the  date on  which  the
          Employee first performs an Hour of Service.

1.27      "Enrollment  Date" means the first day of any calendar  month and
          such other date or dates as the  Administrative  Committee  shall
          specify.

1.28      "ERISA"  means the  Employee  Retirement  Income  Security Act of
          1974, as amended from time to time.

1.29      "Excluded Entity" means any division of the Company, or any other
          corporation (or division of such a corporation)  subsidiary to or
          affiliated  with the Company,  which qualifies as a member of the
          Group  but  which is not  expressly  authorized  by the  Board of
          Directors  of the Company or its delegate to  participate  in the
          Plan.

1.30      "Group"  means the Company and any other company which is related
          to the Company as a member of a controlled  group of corporations
          in  accordance  with Section  414(b) of the Code or as a trade or
          business under common  control in accordance  with Section 414(c)
          of the  Code,  any  organization  which is part of an  affiliated
          service group in accordance  with Section  414(m) of the Code, or
          any  entity  required  to  be  aggregated  with  the  Company  in
          accordance  with Section  414(o) of the Code and the  regulations
          thereunder.  For the  purposes  under  the  Plan  of  determining
          whether  or  not a  person  is an  Employee  and  the  period  of
          employment  of such  person,  each such  other  company  shall be
          included  in the  definition  of "Group"  only for such period or
          periods  during  which  such  other  company  is so a member of a
          controlled  group,  under common control,  an affiliated  service
          group or  otherwise  required to be  aggregated.  For purposes of
          applying the annual  contributions  limits imposed by Section 415
          of the Code,  the  definition of "control" for this purpose shall
          be modified as required by Section 415(h) of the Code.

1.31      "Highly  Compensated  Employee"  means  any  Employee  who is a 5
          percent owner (as defined in Section  416(i)(1) of the Code) with
          respect  to a member  of the  Group  during  the Plan Year or the
          preceding Plan Year or who both received IRC 414(s)  compensation
          (as defined in Section 3.4(c) hereof except that, for purposes of
          this Section 1.31 and effective for years  beginning on and after
          January 1, 2000, IRC 414(s) compensation shall not include moving
          expenses  paid or reimbursed by a member of the Group) during the
          preceding  Plan Year in excess of $80,000 and was a member of the
          "top-paid  group" (as defined in Section  414(q)(3)  of the Code)
          during such Plan Year.  For  purposes of this Section  1.31,  the
          $80,000  amount is to be indexed at the same time and in the same
          manner as other adjustments under Section 415(d) of the Code.

1.32      "Hour of Service" means:

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

          (b)  Each hour for which an  Employee  is paid,  or  entitled  to
               payment, by an Employer or member of the Group 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.  Hours  under  this  paragraph  shall be
               calculated and credited pursuant to the minimum requirements
               prescribed  under Section  2530.200b-2  of the Department of
               Labor  Regulations,  which are  incorporated  herein by this
               reference;

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

          (d)  Each hour for which  service  credit is  required  under The
               Family  and  Medical  Leave Act of 1993 with  respect  to an
               Employee who is on leave as provided by said Act.

          (e)  Notwithstanding  the foregoing,  in the case of any Employee
               for whom an Employer's records do not accurately reflect the
               actual number of Hours of Service as determined  above, such
               Employee shall be credited with 45 Hours of Service for each
               week in  which  he is  credited  with at  least  one Hour of
               Service.

1.33      "Interactive  Electronic  Communication"  means  a  communication
          between a  Participant  or  Beneficiary  and the person or entity
          designated   by   the   Administrative   Committee   to   perform
          recordkeeping and other administrative  services on behalf of the
          Plan pursuant to a system maintained by such person or entity and
          communicated to each  Participant  and  Beneficiary  whereby each
          such  individual  may make  elections  and  exercise  options  as
          described  herein with respect to all or a portion of his Account
          through  the use of such  system  and a  personal  identification
          number.   If  a  Participant  or  Beneficiary   (i)  consents  to
          participate in Interactive  Electronic  Communication  procedures
          adopted by the  Administrative  Committee  and (ii)  acknowledges
          that  actions  taken  by him  through  the  use  of his  personal
          identification  number  pursuant  to the  Interactive  Electronic
          Communication  procedure constitute his signature for purposes of
          initiating  transactions  such as Investment  Fund  changes,  the
          Participant or Beneficiary, as the case may be, will be deemed to
          have given his  written  consent  and  authorization  to any such
          action  resulting  from  the  use of the  Interactive  Electronic
          Communication system by the Participant or Beneficiary.

1.34      "Investment Fund" means each of the separate  investment  options
          which the  Administrative  Committee,  in its sole discretion and
          pursuant  to  uniform  and  nondiscriminatory   rules,  may  make
          available under the Plan for the investment of Plan contributions
          and Accounts.

1.35      "Leased  Employee" means any person (other than an Employee of an
          Employer)  who pursuant to an agreement  between the Employer and
          any other person ("leasing  organization") has performed services
          for the  Employer  (or  for  the  Employer  and  related  persons
          determined in accordance with Section 414(n)(6) of the Code) on a
          substantially  full-time  basis for a period of at least one year
          and such  services  are  performed  under  primary  direction  or
          control by the recipient.  Except as provided  below,  any person
          satisfying  the  foregoing   criteria  shall  be  treated  as  an
          Employee. 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.

          Notwithstanding  the  foregoing,  a Leased  Employee shall not be
          considered an Employee of an Employer if (i) such Leased Employee
          is covered  by a money  purchase  pension  plan  providing  (1) a
          nonintegrated  employer  contribution rate of at least 10 percent
          of compensation,  (2) immediate  participation,  and (3) full and
          immediate  vesting;  and (ii) Leased  Employees do not constitute
          more than 20 percent  of the  Employer's  non-Highly  Compensated
          Employee workforce.

1.36      "Mettler  Toledo Stock Fund" means the Investment  Fund described
          in Section 7.3.

1.37      "Normal  Retirement  Age"  means  the  attainment  of age 65 by a
          Participant.

1.38      "Normal  Retirement  Date"  means  the  first  day of  the  month
          coincident with or next following a Participant's 65th birthday.

1.39      "Notice" means,  unless otherwise  specifically  provided herein,
          (i)  written  Notice  on an  Appropriate  Form  provided  by  the
          Administrative  Committee  that  is,  in  the  discretion  of the
          Administrative Committee,  properly completed and executed by the
          party  giving  such Notice and which is  delivered  by hand or by
          mail to the Administrative  Committee or to such party designated
          by the terms of the Plan or by the  Administrative  Committee  to
          receive the  Notice,  or (ii)  Notice by  Interactive  Electronic
          Communication   to  the  person  or  entity   designated  by  the
          Administrative  Committee  to  perform  recordkeeping  and  other
          administrative services on behalf of the Plan. The form of Notice
          satisfactory  in any given  circumstance  under the Plan shall be
          determined by the  Administrative  Committee,  in its discretion,
          and shall be applied  uniformly  to all  Participants  and to all
          Beneficiaries.  Notice to any party as provided  herein  shall be
          deemed  to  be  given  when  it  is  actually   received  (either
          physically or by  Interactive  Electronic  Communication,  as the
          case may be) by the party to whom such Notice is given.

1.40      "Participant"  means  an  Eligible  Employee  who  has  become  a
          participant  in the Plan in  accordance  with  Article  II.  Each
          Participant  shall  continue  to be such after he ceases to be an
          Eligible   Employee  until  his  Accounts  have  been  completely
          distributed.

1.41      "Period of Service"  means that period of time  commencing  on an
          Employee's   Employment   Commencement   Date   or   Reemployment
          Commencement  Date,  whichever is  applicable,  and ending on the
          date  of  his  Severance   from  Service.   Notwithstanding   the
          foregoing,  however,  if an Employee  severs from service with an
          Employer as a result of quit,  discharge,  or retirement and then
          returns to service  within 12 months of such  event,  such period
          shall be counted as part of such  Employee's  Period of  Service.
          For purposes of determining an Employee's Period of Service,  all
          non-successive Periods of Service shall be aggregated;  less than
          one 1-year  Periods of Service  shall be  aggregated on the basis
          that 12 months of service  or 365 days of service  equal a 1-year
          Period of Service.  A Period of Service  also shall  include such
          period of  service in the armed  forces of the  United  States as
          shall be required to be recognized under  applicable  federal law
          with respect to military service.

1.42      "Period of Severance"  means the period of time  commencing on an
          Employee's  Severance from Service and ending on his Reemployment
          Commencement Date.

1.43      "Plan" means the Mettler-Toledo, Inc. Enhanced Retirement Savings
          Plan,  as set  forth in this  document,  including  all  addenda,
          appendices and exhibits  hereto,  as the same may be amended from
          time to time. For purposes of Section  401(a)(27) of the Code and
          Section 407(d)(3) of ERISA, the Plan is a profit sharing plan.

1.44      "Plan Year" means the 12-month  period  commencing on any January
          1.

1.45      "Prior  Reliance  Electric  Plan"  means  the  Reliance  Electric
          Company  Savings and  Investment  Plan,  as amended and  restated
          effective as of January 1, 1981.

1.46      "Qualified  Contribution" means an Employer  contribution made to
          the Trust Fund pursuant to Section 4.10.

1.47      "Qualified  Contribution  Account"  means  the  separate  Account
          maintained  for a  Participant  to record  his share of the Trust
          Fund attributable to Qualified Contributions made on his behalf.

1.48      "Reliance  Electric  Plan" means the  Reliance  Electric  Company
          Savings and Investment Plan, as amended and restated effective as
          of October 1, 1983.

1.49      "Reemployment Commencement Date" means the first date on which an
          Employee  completes  an Hour of  Service  following  a Period  of
          Severance.

1.50      "Rollover   Contribution"   means  a   contribution   made  by  a
          Participant  or Eligible  Employee to the Trust Fund  pursuant to
          Section 3.8.

1.51      "Rollover   Contribution  Account"  means  the  separate  Account
          maintained for a Participant  or Eligible  Employee to record his
          share  of  the   Trust   Fund   attributable   to  his   Rollover
          Contribution.

1.52      "Safe   Harbor   Matching   Contribution"   means   an   Employer
          contribution made to the Trust Fund pursuant to Section 4.2.

1.53      "Safe Harbor  Matching  Contribution  Account" means the separate
          Account  maintained  for a Participant to record his share of the
          Trust Fund  attributable  to Safe Harbor  Matching  Contributions
          made on his behalf.

1.54      "Savings Contribution" means an Employer contribution made to the
          Trust Fund pursuant to Section 4.3.

1.55      "Savings   Contribution   Account"  means  the  separate  Account
          maintained  for a  Participant  to record  his share of the Trust
          Fund attributable to Savings Contributions made on his behalf.

1.56      "Severance  from  Service"  means the  earlier of (i) the date on
          which an Employee  resigns,  retires,  dies or is discharged from
          employment  with an  Employer  or member of the Group,  or (ii) a
          period of twelve  (12)  months  from the first date the  Employee
          remains  absent  from  employment  (with or without  pay) with an
          Employer  or  member  of the  Group  for any  reason  other  than
          resignation,  retirement,  death or discharge,  such as vacation,
          holiday, sickness, disability, leave of absence or layoff.

          The date of the Severance  from Service for a Participant  who is
          absent from  employment by reason of parental  leave shall be the
          second  anniversary  of the  first  day of such  absence,  or, if
          later, the date the parental leave ceased. The period between the
          first and second  anniversaries  of the first date of absence for
          parental  leave  shall be  treated as neither a Period of Service
          nor a Period of  Severance.  For purposes of this  Section  1.56,
          parental  leave means an Employee's  absence from work on account
          of the Employee's  pregnancy,  the birth of the Employee's child,
          the placement of a child with the Employee in connection with the
          adoption of that child by the Employee, or for purposes of caring
          for that child for a period beginning  immediately following that
          birth or placement.

          An absence  will not be  considered  by reason of parental  leave
          unless the Employee  provides the  Administrative  Committee with
          information within 10 working days demonstrating that the absence
          is for one of the reasons described in the preceding sentence. At
          the  end  of  such   absence,   the  Employee  must  provide  the
          Administrative  Committee or its representative  with a record of
          the  number of days of such  absence.  Nothing in this Plan shall
          require  the  Employer  to grant a paid  leave of  absence to any
          Employee.

1.57      "Special Contribution" means an Employer contribution made to the
          Trust Fund pursuant to Section 4.4.

1.58      "Special   Contribution   Account"  means  the  separate  Account
          maintained  for a  Participant  to record  his share of the Trust
          Fund attributable to Special Contributions.

1.59      "Special  Contribution Year" means the 12-month period commencing
          on July 1, 2002 and ending June 30, 2003 and the 12-month  period
          commencing on any July 1 thereafter.

1.60      "Transition  Contribution" means an Employer contribution made to
          the Trust Fund pursuant to Section 4.5.

1.61      "Transition  Contribution  Account"  means the  separate  Account
          maintained  for a  Participant  to record  his share of the Trust
          Fund attributable to Transition Contributions made on his behalf.

1.62      "Trustee" means the individual(s)  and/or  entity(ies)  appointed
          from time to time by the Board to  administer  the Trust  Fund in
          accordance with Section 11.1.

1.63      "Trust  Agreement"  means the agreement  entered into between the
          Company and the Trustee,  as provided for in Section 11.1, as the
          same may be amended from time to time.

1.64      "Trust Fund" means the trust fund  established in accordance with
          Section 11.1 from which benefits provided under this Plan will be
          paid.

1.65      "Valuation  Date"  means each day the New York Stock  Exchange is
          open for business.

1.66      "Vested  Interest"  means that  portion of an Account in which an
          individual  has a  fully  vested  and  nonforfeitable  right,  as
          provided in Article VI.

1.67      "Year of  Eligibility  Service" means a 1-year Period of Service;
          provided,  however,  that  if  an  Employee  is  classified  as a
          temporary employee by his Employer or is a part-time employee who
          is classified  by his Employer as other than a regular  part-time
          employee,  Year of Eligibility  Service shall mean an Eligibility
          Computation  Period  (as  defined  below) in which  the  Employee
          completes at least 1,000 Hours of Service.

          The "Eligibility  Computation Period" with respect to an Employee
          shall mean the 12  consecutive  month  period  that begins on the
          Employee's  Employment  Commencement  Date and ends on the  first
          anniversary thereof, and all such subsequent 12 consecutive month
          periods.

1.68      "Year of  Vesting  Service"  means a 1-year  Period  of  Service,
          whether   or  not  such   Period   of   Service   was   completed
          consecutively;   provided,  however,  that  a  "Year  of  Vesting
          Service" shall not include:

          (a)  Any  portion  of  a  Participant's   Period  of  Service  or
               employment by an Excluded Entity prior to March 1, 1978;

          (b)  Prior to July 1, 1980, any portion of a Participant's Period
               of Service  with  respect to which the  Participant  did not
               make Basic Employee  Contributions  under the Prior Reliance
               Electric Plan;

          (c)  Any Year of Vesting  Service ignored under Section 6.1;

          and, further provided,  however, that a "Year of Vesting Service"
          shall include:

          (d)  Employment  by an  Excluded  Entity  on  March  1,  1978 and
               thereafter  of a person who,  on or after that date,  either
               ceases to be (i) an  Employee  of an  Employer  and  becomes
               employed  by an  Excluded  Entity,  or (ii)  employed  by an
               Excluded  Entity and  becomes an  Employee  of an  Employer,
               except  that if on or after  March 1,  1978 an  Employer  or
               Excluded  Entity is for the first time  included  within the
               definition  of  "Employer"  or "Group",  the  Administrative
               Committee shall  determine,  in a uniform  nondiscriminatory
               manner,  what portion, if any, of service prior to inclusion
               within  such   definition   shall  be  included  under  this
               paragraph (d).

The  use of the masculine  pronoun shall include the feminine and the
singular shall include the plural.

<PAGE>


                                 ARTICLE II

                       ELIGIBILITY AND PARTICIPATION

2.1       Eligibility Requirements
          ------------------------

          (a)  Each  individual who was considered a Participant  under the
               terms of the Plan as of June 30, 2002 shall be  considered a
               Participant  hereunder  as of July  1,  2002  provided  such
               individual satisfies the terms of Section 1.40 as of July 1,
               2002. Except as otherwise provided in an Appendix hereto, on
               and after July 1, 2002 each  Employee  shall be  eligible to
               participate  in the Plan as of the first day of any calendar
               month that follows the date he:

               (i)  Becomes an Eligible Employee; and

               (ii) Elects to participate in accordance with Section 2.2;

               provided,  however,  if  the  Employee  is  classified  as a
               temporary  employee  by  his  Employer  or  is  a  part-time
               employee who is  classified  by his Employer as other than a
               regular  part-time   employee,   such  Employee  shall  also
               complete 1 Year of  Eligibility  Service  while so  employed
               before becoming eligible to participate in the Plan.

               Each Employee who satisfies the requirements of this Section
               2.1(a) shall be notified by his Employer of his eligibility
               to participate.

          (b)  Except as specifically  provided for herein, a Participant's
               active  participation  in the  Plan  (and  the  right  of an
               Eligible  Employee to  participate  in the Plan) shall cease
               and  terminate if and when he incurs a Period of  Severance.
               However,  in the event such  Participant  (or such  Eligible
               Employee)  subsequently returns to employment as an Eligible
               Employee,  he shall again be eligible to  participate in the
               Plan as of his Reemployment  Commencement  Date, upon Notice
               filed with the Administrative Committee.

2.2       Commencement of Participation
          -----------------------------

          (a)  Elective   Participation.   Unless   an   earlier   date  of
               participation  is  applicable   under  Section  2.2(b),   an
               Eligible  Employee  may  become  a  Participant  as  of  any
               Enrollment   Date   following   his   satisfaction   of  the
               eligibility  requirements set forth in Section 2.1, provided
               he remains an Eligible Employee as of the Enrollment Date.

               Such an Employee may elect to become a  Participant  as of a
               given Enrollment Date by giving Notice to the Administrative
               Committee  within  30 days  (or  such  other  period  as the
               Administrative   Committee  may  prescribe)  prior  to  that
               Enrollment Date. The Eligible Employee, in giving Notice (i)
               may authorize his Employer to reduce his Compensation by the
               amount of his Basic Salary Reduction  Contributions pursuant
               to Section 3.1, and (ii) shall make an  investment  election
               from among  those  options  made  available  as  provided in
               Section 7.1. Any such payroll  authorization  or  investment
               election  shall  remain in effect  until  changed  by Notice
               given to the Administrative Committee in the manner provided
               under Sections 3.3 and 7.2, respectively.

               If  an  Eligible  Employee  fails  to  give  Notice  to  the
               Administrative   Committee   before  the   Enrollment   Date
               following his eligibility to participate pursuant to Section
               2.1,  he shall be  deemed to have  elected  to have no Basic
               Salary Reduction  Contributions made on his behalf and shall
               not be  entitled  to Company  Matching  Contributions.  Such
               Eligible  Employee may subsequently  elect to participate as
               provided in this Section  2.2(a) as of any later  Enrollment
               Date.

          (b)  Non-Elective  Participation.   An  Eligible  Employee  shall
               become a  Participant  (if not then  already  a  Participant
               under Section 2.2(a)) on the Enrollment Date coincident with
               or next following the date he:

               (i)  Becomes an Eligible Employee; and

               (ii) Completes 1 Year of Eligibility Service;

               provided  he  remains  an  Eligible   Employee  as  of  such
               Enrollment  Date.  An Eligible  Employee  described  in this
               Section  2.2(b)  may  give  Notice  on  which  he  makes  an
               investment  election from among those options made available
               as provided in Section  7.1.  Any such  investment  election
               shall remain in effect until  changed by Notice given to the
               Administrative   Committee  in  the  manner  provided  under
               Sections 3.3 and 7.2, respectively.

2.3       Beneficiary Designation
          -----------------------

          Each Participant shall designate a Beneficiary on the Appropriate
          Form provided by the  Administrative  Committee.  The  designated
          Beneficiary may be one or more individuals or an estate, trust or
          organization   (other  than  a  corporation);   however,  if  the
          Participant  is married at the time of his death,  his  surviving
          spouse shall  automatically be his sole  Beneficiary  unless such
          spouse had consented on an Appropriate Form to a designation of a
          different  Beneficiary (by name) or to any subsequent change in a
          Beneficiary (by name, unless the consent of such spouse expressly
          permits  designations by the Participant  without any requirement
          for  further  consent  by  such  spouse,   provided  such  spouse
          acknowledges  his or her  right to limit  any such  consent  to a
          specific  Beneficiary  and  such  spouse  states  that  he or she
          voluntarily  elects to relinquish such right).  Such consent must
          be witnessed by a notary public or a plan representative and must
          contain  an  acknowledgment  by such  spouse of the effect of the
          designation.  If more than one individual or trust is named,  the
          Participant  shall indicate the shares and/or  precedence of each
          individual or trust so named.  Any  Beneficiary so designated may
          be changed by the  Participant at any time (subject to his or her
          current  spouse's  consent,  if applicable) by signing and filing
          the Appropriate Form with the Administrative Committee.

          In the event that no Beneficiary  had been  designated or that no
          designated  Beneficiary  survives the Participant,  the following
          Beneficiaries  (if then  living)  shall be  deemed  to have  been
          designated  in the following  priority (1) spouse,  (2) children,
          including adopted children, in equal shares, per stirpes, and (3)
          those who would take under the intestate laws of the jurisdiction
          in which the Participant was domiciled at the time of his death.

2.4       Changes in Status of Eligible Employee
          --------------------------------------

          (a)  If a  Participant  ceases to be  actively  employed  (due to
               layoff,  authorized  leave of  absence  or  otherwise),  but
               remains  an  Eligible  Employee  who has not yet  incurred a
               Severance from Service,  such Participant  shall continue to
               be treated as an active  Participant for all purposes of the
               Plan, except that:

               (i)  No  Basic  Salary  Reductions  Contributions,   Company
                    Matching  Contributions  and/or  Safe  Harbor  Matching
                    Contributions  may be made  during  such  period(s)  of
                    absence unless such Participant  receives  Compensation
                    for such  period(s)  and has made the salary  reduction
                    election  identified  in Section  2.2(a)  applicable to
                    such Compensation;

               (ii) No Discretionary Contributions,  Savings Contributions,
                    Special Contributions or Transition Contributions shall
                    be made to the  Account  maintained  on  behalf of such
                    Participant  unless he is absent from active employment
                    due to an  authorized  leave of  absence  and  receives
                    Eligible Earnings for such period(s) of absence; and

               (iii)Participant  loans shall be  restricted  as provided in
                    Article XV.

          (b)  If a  Participant  is  transferred  from  the  status  of an
               Eligible  Employee to a class of employment not eligible for
               participation in this Plan but continues to be employed by a
               member of the Group, no further  contributions shall be made
               on behalf of the Participant  under the Plan with respect of
               periods on and after the transfer  unless the Participant is
               subsequently  transferred  back to employment as an Eligible
               Employee.  The period of a Participant's  employment in such
               transferred  position  shall  continue to be recognized  for
               purposes of  determining  Years of  Eligibility  Service and
               Years of Vesting Service.

          (c)  If an Employee is transferred from a class of employment not
               eligible for  participation in this Plan to employment as an
               Eligible    Employee,    such   Employee    shall   commence
               participation  in the Plan as provided  in Sections  2.1 and
               2.2  (recognizing all periods of employment with a member of
               the Group for purposes of  determining  Years of Eligibility
               Service and Years of Vesting Service.)


<PAGE>


                                ARTICLE III

                    BASIC SALARY REDUCTION CONTRIBUTIONS

3.1       Basic Salary Reduction Contributions
          ------------------------------------

          Each  Participant  who is an Eligible  Employee  and is receiving
          Compensation  may elect to have his  Employer  make Basic  Salary
          Reduction  Contributions to the Plan on his behalf to be credited
          to his Basic Salary Reduction Contribution Account, in which case
          the cash  Compensation  otherwise  payable by the Employer to the
          Participant  shall be  reduced  by an  amount  equal to the Basic
          Salary  Reduction  Contributions  so made.  The permitted rate of
          Basic  Salary  Reduction  Contributions  shall  be  uniform  with
          respect  to all  Participants  and shall be from 1 percent  to 16
          percent of Compensation  for periods prior to January 1, 2003 and
          from 1 percent to 50 percent of  Compensation  for periods on and
          after January 1, 2003.

          The Administrative  Committee may from time to time specify other
          percentages.  Except as may otherwise be permitted  under Section
          3.7, in no event shall the  aggregate of Basic  Salary  Reduction
          Contributions (and such other "elective deferrals", as defined in
          Section  402(g)(3)  of the Code and the  regulations  thereunder)
          made on a Participant's  behalf with respect to any calendar year
          exceed the dollar limit as in effect with respect to such year in
          accordance with Sections  402(g)(1) and 402(g)(5) of the Code and
          Treasury Regulation Section 1.402(g)-1(d)(1).

3.2       Voluntary Suspension
          --------------------

          A Participant may voluntarily  suspend any Basic Salary Reduction
          Contributions  made  pursuant to this Article III effective as of
          the  first  day of any  month  provided  Notice  is  given to the
          Administrative  Committee  at such  time  and in such  manner  as
          determined by the  Administrative  Committee and  communicated to
          Participants.

          A Participant who has suspended contributions may elect to resume
          Basic  Salary  Reduction  Contributions  made  pursuant  to  this
          Article III as of the first day of any month by giving  Notice to
          the  Administrative  Committee at such time and in such manner as
          determined by the  Administrative  Committee and  communicated to
          Participants.   A  suspension  of  any  Basic  Salary   Reduction
          Contributions  made pursuant to this Article III also may be made
          at such times as are  necessary to comply with the  provisions of
          Article VIII.

3.3       Change in Contribution Rates
          ----------------------------

          A  Participant  may elect to increase  or decrease  the amount of
          Basic Salary Reduction  Contributions made on his behalf,  within
          the limits  specified in Section  3.1,  effective as of the first
          day of any month provided  Notice is given to the  Administrative
          Committee  at such time and in such manner as  determined  by the
          Administrative Committee and communicated to Participants.  Basic
          Salary  Reduction  Contribution  rate changes also may be made at
          such times as are  necessary  to comply  with the  provisions  of
          Section 3.4, Section 4.7, Section 4.8 or Section 8.2.

3.4       Limitations on Basic Salary Reduction Contributions (Plan Years
          ---------------------------------------------------
          beginning before January 1, 2003)

          (a)  Notwithstanding  the  foregoing  provisions  of this Article
               III,  and  effective  solely  with  respect  to  Plan  Years
               beginning   before  January  1,  2003,  the   Administrative
               Committee  shall limit the amount of Basic Salary  Reduction
               Contributions  made  on  behalf  of each  Employee  who is a
               Highly Compensated Employee for each Plan Year to the extent
               necessary  to ensure that either of the  following  tests is
               satisfied:

               (i)  The  "Actual   Deferral   Percentage"  (as  hereinafter
                    defined) for the group of Eligible  Employees,  who are
                    Highly  Compensated  Employees  is not  more  than  the
                    Actual  Deferral   Percentage  of  all  other  Eligible
                    Employees multiplied by 1.25; or

               (ii) The excess of the Actual  Deferral  Percentage  for the
                    group of Eligible  Employees who are Highly Compensated
                    Employees over that of all other Eligible  Employees is
                    not  more  than 2  percentage  points,  and the  Actual
                    Deferral Percentage for the group of Eligible Employees
                    who are Highly  Compensated  Employees is not more than
                    the Actual  Deferral  Percentage of all other  Eligible
                    Employees multiplied by 2.0.

          (b)  For purposes of this Section 3.4, the term "Actual  Deferral
               Percentage"  shall mean, for any specified group of Eligible
               Employees,   the   average  of  such   Employees'   Deferral
               Percentages (as defined below).

          (c)  For  purposes  of  this  Section  3.4,  the  term  "Deferral
               Percentage" shall mean, for any Eligible Employee, the ratio
               of:

               (i)  The   aggregate   of   the   Basic   Salary   Reduction
                    Contributions  which,  in accordance with the rules set
                    forth in Treasury Regulation Section  1.401(k)-1(b)(4),
                    are taken into  account with respect to such Plan Year;
                    to

               (ii) Such Employee's IRC 414(s)  compensation  for such Plan
                    Year. For this purpose,  IRC 414(s)  compensation shall
                    mean  W-2   compensation   as   described  in  Treasury
                    Regulation      Sections      1.414(s)-1(c)(2)      and
                    1.415-2(d)(11),  and shall  also  include  all  amounts
                    currently not included in the  Employee's  gross income
                    by reason of Section 125 or  402(e)(3)  of the Code or,
                    effective  January 1, 2001,  132(f)(4) of the Code.  In
                    the case of an Employee who begins,  resumes, or ceases
                    to be eligible to elect to have Basic Salary  Reduction
                    Contributions  made on his  behalf  during a Plan Year,
                    the amount of IRC 414(s)  compensation  included in the
                    Actual  Deferral  Percentage  test is the amount of IRC
                    414(s) compensation received by the Employee during the
                    entire Plan Year.

               "Deferral Percentage" for the Plan Year beginning on January
               1, 2002 shall not include catch-up contributions deferred by
               a Participant in accordance with Section 3.7 of the Plan and
               Section 414(v) of the Code.

          (d)  The Deferral  Percentage for any Participant who is a Highly
               Compensated  Employee  for the Plan Year and who is eligible
               to have before-tax  contributions made on his behalf under 2
               or more arrangements described in Section 40l(k) of the Code
               that are maintained by the Company, or other Employer, shall
               be determined as if such before-tax  contributions were made
               under a single  arrangement.  Notwithstanding the foregoing,
               certain  plans shall be treated as  separate if  mandatorily
               disaggregated under Treasury Regulations.

               If the Plan is  permissibly  aggregated or is required to be
               aggregated  with other plans  having the same Plan Year,  as
               provided under Treasury Regulation Section  1.401(k)-1(b)(3)
               for  purposes  of  determining  whether  or not  such  plans
               satisfy Sections 401(k),  401(a)(4), and 410(b) of the Code,
               then the  provisions of this Section 3.4 shall be applied by
               determining the Actual Deferral  Percentage of Employees who
               are eligible to participate in the Plan as if all such plans
               were a single plan.

          (e)  In the event the Administrative  Committee  determines prior
               to any  payroll  period  that the  amount  of  Basic  Salary
               Reduction  Contributions  elected to be made  thereafter  is
               likely to cause the  limitation  prescribed  in this Section
               3.4 to be exceeded,  the  Administrative  Committee,  in its
               discretion,  may reduce the amount of Basic Salary Reduction
               Contributions  allowed to be made on behalf of  Participants
               who are  Highly  Compensated  Employees  (and/or  such other
               Participants as the Administrative  Committee may prescribe)
               to  a  rate  determined  by  the  Administrative   Committee
               (including  a  rate  of  0  percent  if  the  Administrative
               Committee so determines). Except as is hereinafter provided,
               the  Participants  to whom such  reduction is applicable and
               the amount of such reduction shall be determined pursuant to
               such   uniform   and   nondiscriminatory    rules   as   the
               Administrative Committee shall prescribe.

          (f)  Notwithstanding the foregoing, with respect to any Plan Year
               beginning  before  January  1,  2003 in which  Basic  Salary
               Reduction  Contributions  made on behalf of Participants who
               are Highly Compensated Employees exceed the applicable limit
               set forth in Section 3.4(a),  the  Administrative  Committee
               may  reduce,  to the  extent  necessary  to comply  with the
               limitations  prescribed  in this  Section 3.4, the amount of
               Basic Salary Reduction  Contributions  made on behalf of the
               Participants  who  are  Highly  Compensated   Employees  (by
               reducing  such  contributions  in the order of Basic  Salary
               Reduction  Contribution amounts beginning with the largest),
               and   distribute   such  excess   Basic   Salary   Reduction
               Contributions (along with income attributable to such excess
               Basic  Salary   Reduction   Contributions,   determined   in
               accordance with Section 3.4(g)) to the affected Participants
               who are Highly Compensated  Employees as soon as practicable
               after the end of such Plan Year,  and in all events prior to
               the end of the next following Plan Year.

          (g)  Income on a  Participant's  excess  Basic  Salary  Reduction
               Contributions  for the Plan Year in which such excess occurs
               and for any  period  thereafter  prior  to the  distribution
               thereof shall be  determined  in the manner  provided for in
               Article V.

          (h)  Notwithstanding any distributions pursuant to the provisions
               of  this   Section  3.4,   excess  Basic  Salary   Reduction
               Contributions  shall be  treated  as  Annual  Additions  for
               purposes of Section 4.7.

          (i)  Distributions  pursuant  to this  Section  3.4 shall be made
               proportionately  from the  Investment  Funds with respect to
               the   Participant's   Account   or   Accounts   from   which
               distribution is made.

          (j)  In the event  that an  Employer  elects to make a  Qualified
               Contribution  on  behalf of any or all  Participants  in the
               Plan, such Qualified Contribution,  to the extent specified,
               shall be treated as a Basic  Salary  Reduction  Contribution
               solely for purposes of this Section 3.4.

          (k)  The  Administrative  Committee may, in its sole  discretion,
               elect to use any  combination  of the methods  described  in
               this  Section  3.4  to  satisfy  the  limitations  contained
               herein; provided,  however, that such combination of methods
               shall be applied in a uniform and nondiscriminatory manner.

          (l)  The Administrative Committee also shall take all appropriate
               steps to meet the  aggregate  limitation  test  contained in
               Section 4.9.

3.5       Distributions of Excess Deferrals
          ---------------------------------

          (a)  Notwithstanding  any other  provision  of the  Plan,  Excess
               Deferrals  (as  hereinafter  defined),  plus any  income and
               minus any loss allocable  thereto for both the calendar year
               and the "gap period"  between the end of the  calendar  year
               and the date the  distribution  is made  (determined  in the
               same  manner as the  method  set forth in  Section  3.4(g)),
               shall  be  distributed  to   Participants   who  claim  such
               allocable Excess  Deferrals,  such  distribution to occur no
               later  than  April 15 of the  calendar  year  following  the
               calendar year in which the excess occurred.

          (b)  For purposes of this Section 3.5,  "Excess  Deferrals" shall
               mean the amount of a  Participant's  Basic Salary  Reduction
               Contributions  (and other  "elective  deferrals"  within the
               meaning  of  Section  402(g)(3)  of the Code) for a calendar
               year that the Participant allocates to this Plan pursuant to
               the claim  procedure  set forth in  Section  3.5(c)  hereof.
               Excess   Deferrals   shall  not  include  any  Basic  Salary
               Reduction  Contributions  (or  other  "elective  deferrals")
               that, for Plan Years beginning on and after January 1, 2002,
               are treated as catch-up  contributions  in  accordance  with
               Section 3.7 of the Plan and Section 414(v) of the Code.

          (c)  A  Participant  may  make a claim  for the  distribution  of
               Excess  Deferrals  pursuant to the terms and  conditions  of
               this Section 3.5(c).  Such  Participant's  claim shall be in
               writing; shall be submitted to the Administrative  Committee
               no later than March 1 of the  calendar  year  following  the
               calendar  year of the Excess  Deferrals;  shall  specify the
               amount  of  the  Participant's   Excess  Deferrals  for  the
               preceding calendar year; and shall be accompanied by (i) the
               Participant's written statement that if such amounts are not
               distributed,  such  Excess  Deferrals,  when  added to other
               "elective deferrals" within the meaning of Section 402(g)(3)
               of the Code,  exceed the limit imposed on the Participant in
               accordance  with the  applicable  provisions of the Code for
               the year in  which  the  deferral  occurred,  and (ii)  such
               documentation as the Administrative  Committee,  in its sole
               discretion,  shall require to substantiate the Participant's
               written statement.  The  Administrative  Committee may, on a
               uniform and nondiscriminatory basis,  automatically deem the
               Participant  to have  made a  claim  for a  distribution  of
               Excess  Deferrals  if such  excess  arises  by  taking  into
               account only those elective  deferrals made to this Plan and
               any other plans of an Employer.

          (d)  The  Excess  Deferrals  distributed  to a  Participant  with
               respect to a calendar year shall be adjusted for income and,
               if there is a loss allocable to the Excess Deferrals,  shall
               in no event  exceed  the lesser of the  Participant's  Basic
               Salary Reduction Contributions Account under the Plan or the
               Participant's  Basic Salary Reduction  Contributions for the
               year.

          (e)  Excess  Deferrals shall be treated as annual additions under
               the Plan,  unless such amounts are distributed no later than
               the   first   April   15th   following   the  close  of  the
               Participant's taxable year in which such excess occurred.

3.6       Coordination of Excess Amounts under Sections 401(k) and 402(g)
          ---------------------------------------------------------------
          of the Code (Plan Years beginning before January 1, 2003)
          -----------

          (a)  The amount of excess Basic Salary Reduction Contributions to
               be   distributed   under  Section  3.4  with  respect  to  a
               Participant for the Plan Year shall be reduced by any Excess
               Deferrals  previously  distributed to such Participant under
               Section 3.5 for the  Participant's  taxable year ending with
               or within such Plan Year.

          (b)  The amount of Excess Deferrals that may be distributed under
               Section 3.5 with respect to a Participant for a taxable year
               shall  be  reduced  by any  excess  Basic  Salary  Reduction
               Contributions previously distributed to such Participant for
               the Plan Year beginning with or within such taxable year.

3.7       Catch-up Contributions
          ----------------------

          (a)  Effective  for any given  Plan Year  beginning  on and after
               January 1, 2002, a Participant  who is in active  employment
               and  is  prevented  from  making   additional  Basic  Salary
               Reduction  Contributions  to the Plan for the Plan Year as a
               result of the  limitations  described in Sections 3.4 and/or
               3.5 of the Plan, or any other applicable limitation, and who
               has or will attain age 50 by the last day of such Plan Year,
               may make an additional contribution to the Plan, hereinafter
               referred to as a "catch-up contribution."

          (b)  The amount of a catch-up  contribution made by a Participant
               shall not exceed the dollar  limitation set forth in Section
               414(v)(2)(B)  of the Code (as  adjusted in  accordance  with
               Section  414(v)(2)(C) of the Code) or the amounts  described
               in Section 414(v)(2)(A) of the Code.

          (c)  Catch-up contributions shall not be subject to the otherwise
               applicable  limitations  described in Sections 401(a)(30) or
               415 of the Code, or any other applicable  limitation for the
               relevant  Plan Year,  limitation  year, or calendar year for
               which such contribution is credited.

          (d)  Catch-up  contributions shall be applicable on an equivalent
               basis to all  Participants  in the Plan who are  eligible to
               make catch-up contributions.

3.8       Rollover Contributions
          ----------------------

          (a)  Under  such  rules  and  procedures  as  the  Administrative
               Committee   may   establish,   any  Eligible   Employee  may
               contribute  to the  Plan in  cash  (or  any  other  property
               acceptable to the Administrative  Committee and the Trustee)
               all  or a  portion  of  the  amount  received  from  a  plan
               described in Section 401(a), 403(a), 408(a) or 408(b) of the
               Code provided such amount qualifies as an Eligible  Rollover
               Distribution  (within  the meaning of Section  9.11,  except
               that after-tax employee contributions will not be accepted).
               Such amount must be in the form of a direct rollover (within
               the meaning of Section 9.11).  Before accepting any rollover
               contribution from an Eligible  Employee,  the Administrative
               Committee  shall  determine  to its  satisfaction  that such
               contribution is an Eligible Rollover Distribution. In making
               such determination, the Administrative Committee may require
               the  Eligible  Employee  to  provide  such  evidence  as may
               reasonably be necessary to establish  that the amounts to be
               rolled-over meet the requirements of this Section.

          (b)  Any rollover contribution made pursuant to the provisions of
               this Section 3.8 shall be deposited into a separate  account
               for such Eligible Employee (his "Rollover Account") to which
               shall  be  credited  the  investment   earnings  and  losses
               attributable  thereto.  An Eligible  Employee  shall be 100%
               vested in his Rollover Account at all times. Notwithstanding
               any provision of Section 7.2 of the Plan to the contrary:

               (i)  An Eligible Employee electing a rollover shall specify,
                    at or prior to the time the  rollover  contribution  is
                    made, the manner in which the amounts rolled over shall
                    be invested in each  Investment  Fund offered under the
                    Plan;  such  investment  election shall specify,  in 5%
                    increments  from  0% to  100%,  the  percentage  of the
                    Eligible   Employee's   rollover   contribution  to  be
                    invested in each Investment Fund;

               (ii) Prior to the date on which  he  becomes  a  Participant
                    hereunder, an Eligible Employee who has made a rollover
                    contribution  shall have the  opportunity to change the
                    manner in which the Rollover Account is invested;  such
                    opportunity  shall be equivalent to that available to a
                    Participant with respect to the Accounts  maintained on
                    such Participant's behalf.

          (c)  An Eligible Employee who makes a rollover contribution,  but
               who is not otherwise  eligible for  membership in accordance
               with  Section  2.1  or any  appendix  hereto,  shall  not be
               entitled to make  contributions  under Article III, or share
               any  Employer  contribution  allocated  in  accordance  with
               Article IV or Article XVI.

          (d)  The Administrative  Committee may promulgate  specific rules
               and regulations governing all aspects of this Section.


<PAGE>


                                 ARTICLE IV

                           EMPLOYER CONTRIBUTIONS

4.1       Company Matching Contributions
          ------------------------------

          Except as otherwise  provided in an appendix  hereto,  as of each
          pay period  beginning before January 1, 2003, each Employer shall
          make Company Matching Contributions to the Plan on behalf of each
          Participant who is an Eligible  Employee of such Employer,  in an
          amount which, when added to available forfeitures, if any, equals
          50 percent of the Basic Salary Reduction  Contributions made with
          respect to the  Participant  during such pay period  which do not
          exceed six percent of the Participant's  Compensation during such
          pay period. Company Matching Contributions shall be made in cash.

4.2       Safe Harbor Matching Contributions
          ----------------------------------

          (a)  Effective with respect to each given pay period beginning on
               and after January 1, 2003, each Employer shall contribute an
               amount to the Trust Fund  equal to the sum of those  amounts
               individually determined with respect to each Participant who
               is an Eligible Employee of such Employer, as follows:

               (i)  100 percent of the Basic Salary Reduction Contributions
                    made with  respect to the  Participant  during such pay
                    period   which  do  not   exceed  3   percent   of  the
                    Participant's Compensation during such pay period; and

               (ii) 50 percent of the Basic Salary Reduction  Contributions
                    made with  respect to the  Participant  during such pay
                    period  which  exceed  3  percent  but do not  exceed 6
                    percent of the Participant's  Compensation  during such
                    pay period.

               Such  contributions  shall  be  designated  as  Safe  Harbor
               Matching   Contributions   and  shall  be  100%  vested  and
               nonforfeitable  when  made.  The  Employer  shall  make Safe
               Harbor  Matching   Contributions   as  soon  as  practicable
               following the end of the pay period to which they relate and
               such  contributions  shall be credited to Participants' Safe
               Harbor  Matching  Contribution  Accounts as of the date they
               are  received by the Trustee or  otherwise  deposited in the
               Trust Fund. Notwithstanding the foregoing provisions of this
               Section  4.2(a),  and effective for Plan Years  beginning on
               and  after  January  1,  2003,  the  Safe  Harbor   Matching
               Contribution  made on  behalf of each  Participant  shall be
               adjusted  as of the last day of a Plan Year to  ensure  that
               the actual Safe Harbor Matching Contribution made equals the
               appropriate  percentages  set forth in this  Section 4.2, as
               determined on a Plan Year basis.

          (b)  Effective  with  respect  to each  Plan  Year in  which  the
               provisions   of   Section   4.2(a)   are   applicable,   the
               Administrative  Committee  shall  provide  Notice during the
               "Safe Harbor Notice Period" (as hereinafter defined) to each
               Eligible Employee who is eligible to participate in the Plan
               during  such Plan  Year.  Such  Notice  shall  describe  the
               following:

               (i)  The formula used to determine the Safe Harbor  Matching
                    Contribution  to be made on behalf of such Employee for
                    such Plan Year;

               (ii) Other  contributions  provided or  permitted  under the
                    Plan;

               (iii)The   conditions   under   which   the    contributions
                    identified under (i) and (ii) above will be made;

               (iv) The  type  and  amount  of  Compensation  that  may  be
                    deferred  under  the  Plan as  Basic  Salary  Reduction
                    Contributions;

               (v)  The  procedures  for making or  changing an election to
                    make Basic Salary Reduction Contributions; and

               (vi) The  withdrawal  and vesting  provisions  applicable to
                    contributions under the Plan.

               For purposes  hereof,  the "Safe Harbor Notice Period" shall
               mean a period  beginning 90 days before the first day of the
               applicable Plan Year and ending 30 days before the first day
               of the applicable Plan Year; provided, however, with respect
               to an Eligible  Employee who becomes eligible to participate
               in the Plan during a given Plan Year in which the provisions
               of Section  4.2(a) are  applicable,  the "Safe Harbor Notice
               Period" shall begin 90 days before the day such Employee may
               first  participate in the Plan and shall end on the day such
               Employee may first participate in the Plan.

          (c)  For Plan  Years  beginning  on and after  January 1, 2003 in
               which  the Safe  Harbor  Matching  Contribution  of  Section
               4.2(a) is made and the Notice  requirement of Section 4.2(b)
               is  satisfied,  the  Employer  elects  to treat  the Plan as
               automatically  satisfying the nondiscrimination in amount of
               employer  contribution  requirements of Section 401(a)(4) of
               the Code.  Notwithstanding any provision of this Section 4.2
               to the contrary, the Employer may suspend future Safe Harbor
               Matching   Contributions  at  any  time  provided  that  the
               procedures for  implementing  such suspension are consistent
               with guidance  promulgated by the Internal  Revenue  Service
               and, provided further,  that for any Plan Year in which such
               suspension  occurs,  the provisions of Section 3.4, 3.6, 4.8
               and 4.9 shall  again  become  applicable  to the extent then
               required by law.

4.3       Savings Contributions
          ---------------------

          (a)  Except as otherwise  provided in an appendix  hereto,  as of
               the end of each  given  Plan  Year  beginning  on and  after
               January 1, 2002, each Employer shall contribute an amount to
               the Trust Fund on behalf of each  Participant  who satisfies
               the criteria in (i), (ii) and (iii) below:

               (i)  The  Participant  is  an  Eligible   Employee  of  such
                    Employer for all or part of such Plan Year; and

               (ii) the Participant is either:

                    (A)  In the active employment of an Employer or another
                         member of the Group as of December 31 of such Plan
                         Year; or

                    (B)  Not in the active  employment  of an  Employer  or
                         another  member of the Group as of  December 31 of
                         such Plan Year due to:

                         (1)  The Employee's Early Retirement or retirement
                              after his Normal Retirement Age;

                         (2)  The Employee's Disability;

                         (3)  The  Employee's  absence  on  account  of  an
                              authorized  leave of absence  with respect to
                              which Eligible Earnings are paid; or

                         (4)  The Employee's death; and

               (iii)The  Participant  has  completed 1 Year of  Eligibility
                    Service  before  or  during  such  Plan  Year,  if  the
                    Participant's  Employment  Commencement  Date  is on or
                    after July 1, 2002.

               The  total  Employer  contributions  made  pursuant  to this
               Section 4.3 with  respect to any given Plan Year shall equal
               the amounts individually determined for such Plan Year under
               subsection (b) below. Such contribution  shall be designated
               as a Savings Contribution, shall be allocated to the Savings
               Contribution  Account of an eligible  Participant as soon as
               practicable  following the date it is made, and shall become
               100% vested and nonforfeitable as of the earlier of the last
               day of the Plan Year to which the contribution  applies,  if
               the  Participant is in the active  employment of an Employer
               on such  date or,  if  applicable  to the  Participant,  the
               relevant date under Section 4.3(a)(ii)(B) above.

          (b)  The  Savings  Contribution  for any given  Plan Year that is
               allocated  on  behalf of a  Participant  who  satisfies  the
               criteria set forth in subsection (a) above shall be equal to
               1 1/2 percent of the  Participant's  Eligible  Earnings  for
               such Plan Year; provided,  however,  that with respect to an
               eligible  Participant whose Employment  Commencement Date is
               on or after July 1, 2002, the Savings Contribution allocated
               on behalf of the  Participant for the Plan Year in which the
               Participant  first  completes 1 Year of Eligibility  Service
               shall  be  limited  to 1 1/2  percent  of the  Participant's
               Eligible  Earnings  during that number of complete  calendar
               months  within  such  Plan  Year  that  follow  the date the
               Participant  completes 1 Year of  Eligibility  Service,  and
               provided further, that the Savings Contribution allocated on
               behalf  of  an  eligible   Participant  for  the  Plan  Year
               beginning  on January 1, 2002 shall not exceed 1 1/2 percent
               of that portion of the  Participant's  Eligible Earnings for
               such Plan Year that are paid on and after July 1, 2002.

          (c)  Notwithstanding any provision of subsection (a) above to the
               contrary, an Employer may elect to make and allocate some or
               all Savings Contributions for a given Plan Year at a time or
               times within such Plan Year, that is earlier than the end of
               the Plan Year,  as set forth in subsection  (a) above.  This
               change in timing may include making such  contributions  and
               allocations   on  a  monthly   or  other   periodic   basis,
               recognizing for purposes of the allocation,  a Participant's
               Eligible   Earnings   for  such   month  or  other   period.
               Notwithstanding  any  provision  of this  Section 4.3 to the
               contrary,  in the event an Employer  makes an election under
               this subsection and as a result, Savings Contributions for a
               given Plan Year are  allocated  on behalf of an Employee who
               is not eligible for an allocation  of Savings  Contributions
               under  subsection (a) above,  the Savings  Contributions  so
               allocated, as increased by investment earnings and decreased
               by investment losses,  shall be treated as forfeitures under
               the Plan.

4.4       Special Contributions
          ---------------------

          (a)  Except as  otherwise  provided in this  Section 4.4 or in an
               appendix  hereto,  as of the end of  each  given  Plan  Year
               beginning on and after January 1, 2002,  each Employer shall
               contribute  an amount  to the  Trust  Fund on behalf of each
               Participant  who is an Eligible  Employee  of such  Employer
               during such Plan Year, who is identified on Exhibit I hereto
               and who is either:

               (i)  In the  active  employment  of an  Employer  or another
                    member  of the  Group as of the  last day of such  Plan
                    Year; or

               (ii) Not in the active  employment of an Employer or another
                    member  of the  Group as of the  last day of such  Plan
                    Year due to:

                    (A)  The  Employee's  Early  Retirement  or  retirement
                         after his Normal Retirement Age;

                    (B)  The Employee's Disability;

                    (C)  The Employee's absence on account of an authorized
                         leave of absence  with  respect to which  Eligible
                         Earnings are paid; or

                    (D)  The Employee's death.

               The  total  Employer  contributions  made  pursuant  to this
               Section 4.4 with  respect to any given Plan Year shall equal
               the sum of those amounts  individually  determined  for such
               Plan Year  under  subsection  (b) below.  Such  contribution
               shall be  designated  as a  Special  Contribution,  shall be
               allocated to the Special Contribution Account of an eligible
               Participant as soon as practicable  following the date it is
               made and shall become 100% vested and  nonforfeitable  as of
               the  earlier  of the last day of the Plan  Year to which the
               contribution  applies,  if the  Participant is in the active
               employment  of an Employer on such date or, if applicable to
               the Participant,  the relevant date under Section 4.4(a)(ii)
               above.

          (b)  Excepted as provided in  subsection  (c) below,  the Special
               Contribution  for any given Plan Year that is  allocated  on
               behalf of a Participant who satisfies the criteria set forth
               in subsection (a) above shall be equal to the product of (i)
               and (ii) below:

               (i)  The monthly amount  identified on Exhibit I hereto with
                    respect to the Participant; and

               (ii) The number of complete  months during such Plan Year in
                    which the Participant  was in the active  employment of
                    an Employer as an Eligible Employee  including,  solely
                    for this purpose, any number of months during which the
                    Participant  was  not in the  active  employment  of an
                    Employer  as an  Eligible  Employee  on  account  of an
                    authorized  leave  of  absence  with  respect  to which
                    Eligible Earnings are paid.

               In no event shall Special Contributions be made on behalf of
               a Participant with respect to any period other than a period
               in which the Participant (1) is in the active  employment of
               an Employer  as an  Eligible  Employee or (2) is not in such
               active  employment  on  account  of an  authorized  leave of
               absence with respect to which Eligible Earnings are paid.

          (c)  Notwithstanding  any  provision  of this  Section 4.4 to the
               contrary,   Special   Contributions   with  respect  to  any
               Participant  identified  on  Exhibit I hereto  shall be made
               during a period  not in  excess  of the  number  of  Special
               Contribution   Years   identified   with   respect   to  the
               Participant on Exhibit I, such Special  Contributions  shall
               be  conditioned  on the  Participant's  satisfaction  of the
               criteria set forth in  subsection  (a) above and the Special
               Contribution  allocated on behalf of an eligible Participant
               for the Plan Year  beginning  on  January  1, 2002 shall not
               exceed the product of (i) the monthly  amount  identified on
               Exhibit I hereto with  respect to the  Participant  and (ii)
               six.

          (d)  Notwithstanding any provision of subsection (a) above to the
               contrary, an Employer may elect to make and allocate some or
               all Special Contributions for a given Plan Year at a time or
               times,  within such Plan Year,  that is earlier than the end
               of the Plan Year, as set forth in subsection (a) above. This
               change in timing may include making such  contributions  and
               allocations   on  a  monthly   or  other   periodic   basis.
               Notwithstanding  any  provision  of this  Section 4.4 to the
               contrary,  in the event an Employer  makes an election under
               this subsection and, as a result,  Special Contributions for
               a given Plan Year are allocated on behalf of an Employee who
               is not eligible for an allocation  of Special  Contributions
               under  subsection (a) above,  the Special  Contributions  so
               allocated, as increased by investment earnings and decreased
               by investment losses,  shall be treated as forfeitures under
               the Plan.

4.5       Transition Contributions
          ------------------------

          (a)  Except as otherwise  provided in an appendix  hereto,  as of
               the end of the Plan Year beginning on January 1, 2002,  each
               Employer  shall  contribute  an amount to the Trust  Fund on
               behalf of each  Participant  who is an Eligible  Employee of
               such  Employer as of June 30, 2002,  who remains an Eligible
               Employee during all or part of the period  beginning on July
               1, 2002 and ending December 31, 2002 and who is either:

               (i)  In the  active  employment  of an  Employer  or another
                    member of the Group as of December 31, 2002; or

               (ii) Not in the active  employment of an Employer or another
                    member of the Group as of December 31, 2002 due to:

                    (A)  The  Employee's  Early  Retirement  or  retirement
                         after his Normal Retirement Age;

                    (B)  The Employee's Disability;

                    (C)  The Employee's absence on account of an authorized
                         leave of absence  with  respect to which  Eligible
                         Earnings be paid; or

                    (D)  The Employee's death.

               The  total  Employer  contributions  made  pursuant  to this
               Section   4.5  shall   equal   the  sum  of  those   amounts
               individually  determined  under  subsection (b) below.  Such
               contribution   shall   be   designated   as   a   Transition
               Contribution,   shall  be   allocated   to  the   Transition
               Contribution  Account of an eligible  Participant as soon as
               practicable  following the date it is made, and shall become
               100%  vested  and  nonforfeitable,  as  of  the  earlier  of
               December  31,  2002,  if the  Participant  is in the  active
               employment  of an Employer on such date or, if applicable to
               the Participant,  the relevant date under Section 4.5(a)(ii)
               above.

          (b)  The  Transition   Contribution  allocated  on  behalf  of  a
               Participant   who   satisfies  the  criteria  set  forth  in
               subsection (a) above shall be equal to 1 1/2 percent of that
               portion of the Participant's Eligible Earnings that are paid
               on and after July 1, 2002 and before January 1, 2003.

          (c)  Notwithstanding any provision of subsection (a) above to the
               contrary, an Employer may elect to make and allocate some or
               all Transition  Contributions  at a time or times within the
               2002 Plan  Year,  that is  earlier  than the end of the Plan
               Year, as set forth in subsection  (a) above.  This change in
               timing may include making such contributions and allocations
               on a  monthly  or  other  periodic  basis,  recognizing  for
               purposes  of  the  allocation,   a  Participant's   Eligible
               Earnings for such month or other period. Notwithstanding any
               provision of this Section 4.5 to the contrary,  in the event
               an Employer makes an election under this subsection and as a
               result,  Transition  Contributions for a given Plan Year are
               allocated  on behalf of an Employee  who is not eligible for
               an allocation of Transition  Contributions  under subsection
               (a) above,  the Transition  Contributions  so allocated,  as
               increased by investment earnings and decreased by investment
               losses, shall be treated as forfeitures under the Plan.

4.6       Discretionary Contributions
          ---------------------------

          (a)  An Employer may, in its sole discretion,  make an additional
               contribution  to the Trust  Fund for any given  Plan Year in
               such amount as the Employer may determine.  Such  additional
               contribution   shall  be  designated   as  a   Discretionary
               Contribution  and,  except  as  otherwise   provided  in  an
               appendix  hereto,  shall be allocated  to the  Discretionary
               Contribution   Account   maintained   on   behalf   of  each
               Participant  who is an Eligible  Employee  of such  Employer
               during the given Plan Year and who otherwise satisfies,  for
               such  Plan  Year,  the  eligibility   requirements   for  an
               allocation of Savings  Contributions  under Section  4.3(a).
               Except as  otherwise  provided  in an appendix  hereto,  the
               allocation  of  a  Discretionary   Contribution   among  the
               Discretionary   Contribution   Accounts  of  such   eligible
               Participants  shall be in the ratio that each such  eligible
               Participant's  Eligible  Earnings  for the  given  Plan Year
               bears  to  the  aggregate  Eligible  Earnings  of  all  such
               eligible   Participants.   A   Participant's   Discretionary
               Contribution  Account shall become vested and nonforfeitable
               as provided in Section 6.1.

          (b)  Notwithstanding any provision of subsection (a) above to the
               contrary, an Employer may elect to make and allocate some or
               all  Discretionary  Contributions for a given Plan Year at a
               time or times  within such Plan Year,  that is earlier  than
               the end of the Plan  Year,  as set forth in  subsection  (a)
               above.  This  change  in  timing  may  include  making  such
               contributions and allocations on a monthly or other periodic
               basis,   recognizing  for  purposes  of  the  allocation,  a
               Participant's  Eligible  Earnings  for  such  month or other
               period. Notwithstanding any provision of this Section 4.6 to
               the  contrary,  in the event an  Employer  makes an election
               under  this  subsection  and  as  a  result,   Discretionary
               Contributions  for a given Plan Year are allocated on behalf
               of an Employee  who is not  eligible  for an  allocation  of
               Discretionary  Contributions under subsection (a) above, the
               Discretionary  Contributions  so allocated,  as increased by
               investment  earnings  and  decreased by  investment  losses,
               shall be treated as forfeitures under the Plan

4.7       Limitation on Annual Additions
          ------------------------------

          Notwithstanding  anything  herein  to the  contrary,  in no event
          shall the Annual Addition (as  hereinafter  defined) with respect
          to any Participant in any Plan Year beginning on or after January
          1, 2002 exceed the lesser of (i) 100 percent of the Participant's
          IRC 415  compensation  (as described in Section  415(c)(3) of the
          Code), or (ii) $40,000,  or such greater amount as is permissible
          under Section 415(c)(1)(A) of the Code, subject to any adjustment
          under Section 415(d) of the Code.

          For purposes of this Section 4.7, with respect to each Plan Year,
          the term "Annual  Addition" with respect to any Participant means
          the  sum of  that  portion  of the  following  amounts,  if  any,
          allocated on behalf of the Participant:

          (a)  Basic Salary Reduction Contributions made in accordance with
               Section 3.1;

          (b)  Company  Matching  Contributions  made  in  accordance  with
               Section 4.1;

          (c)  Safe Harbor Matching  Contributions  made in accordance with
               Section 4.2;

          (d)  Savings Contributions made in accordance with Section 4.3;

          (e)  Special Contributions made in accordance with Section 4.4;

          (f)  Transition  Contributions  made in  accordance  with Section
               4.5;

          (g)  Discretionary  Contributions made in accordance with Section
               4.6;

          (h)  Qualified  Contributions  made in  accordance  with  Section
               4.10;

          (i)  Other  Employer  contributions  that may be permitted  under
               this Plan, including any appendix hereto;

          (j)  Forfeitures; and

          (k)  Amounts described in Code Section 415(l)(1) and 419A(d)(2).

          If a Participant is also  participating in another  tax-qualified
          defined  contribution plan maintained by any member of the Group,
          the otherwise  applicable  limitation on Annual  Additions  under
          this Plan  shall be  reduced  by the  amount of annual  additions
          (within the meaning of Section  415(c)(2)  of the Code) under any
          such other defined contribution plan.

          If the  limitations  applicable to any  Participant in accordance
          with this Section 4.7 would be exceeded,  the contributions  made
          by or on behalf of a Participant  under the Plan shall be reduced
          in the following  order, but only to the extent necessary to meet
          the  limitations:   (i)  after-tax   contributions  made  to  any
          tax-qualified plan sponsored by a member of the Group, (ii) Basic
          Salary  Reduction  Contributions  to the  extent  not  matched by
          Company   Matching   Contributions   or  Safe   Harbor   Matching
          Contributions,  (iii) Basic Salary Reduction Contributions to the
          extent matched by Company  Matching  Contributions,  (iv) Special
          Contributions and (v) Savings,  Transition  and/or  Discretionary
          Contributions.

          In the event that,  notwithstanding  the foregoing  provisions of
          this  Section  4.7,  the  limitations   with  respect  to  Annual
          Additions  prescribed  hereunder are exceeded with respect to any
          Participant  and such excess arises as a consequence  of an error
          in estimating  Compensation or Eligible Earnings,  the allocation
          of forfeitures,  if any, or a reasonable error in determining the
          amount of Basic Salary Reduction Contributions:

               (i)  The after-tax  contribution  and Basic Salary Reduction
                    Contribution  portions of such excess shall be returned
                    to the Participant,  along with any income attributable
                    thereto; and

               (ii) All  other  contributions  shall be held in a  suspense
                    account   and   shall  be  used  to   reduce   Employer
                    contributions  for all  Participants  in the Plan Year,
                    and all succeeding years, as necessary.

4.8       Limitation on Company Matching Contributions (Plan Years beginning
          --------------------------------------------
          before January 1, 2003)

          (a)  Notwithstanding the foregoing  provisions of Article III and
               this  Article IV and  effective  solely with respect to Plan
               Years beginning  before January 1, 2003, the  Administrative
               Committee  shall  limit  the  amount  of  Company   Matching
               Contributions  made on  behalf  of each  Highly  Compensated
               Employee who is eligible to participate in the Plan for each
               Plan Year, to the extent  necessary to ensure that either of
               the following tests is satisfied:

               (i)  The "Actual  Contribution  Percentage"  (as hereinafter
                    defined)  for the group of Eligible  Employees  who are
                    Highly  Compensated  Employees,  is not  more  than the
                    Actual  Contribution  Percentage of all other  Eligible
                    Employees multiplied by 1.25; or

               (ii) The excess of the Actual  Contribution  Percentage  for
                    the  group  of  Eligible   Employees   who  are  Highly
                    Compensated Employees,  over that of all other Eligible
                    Employees is not more than 2 percentage points, and the
                    Actual   Contribution   Percentage  for  the  group  of
                    Eligible Employees who are Highly Compensated Employees
                    is not more than the Actual Contribution  Percentage of
                    all other Eligible Employees multiplied by 2.0.

          (b)  For   purposes  of  this   Section  4.8,  the  term  "Actual
               Contribution Percentage" shall mean, for any specified group
               of  Eligible  Employees,  the  average  of  such  Employees'
               Contribution Percentages (as defined below).

          (c)  For purposes of this  Section  4.8,  the term  "Contribution
               Percentage" shall mean for any Eligible Employee,  the ratio
               of:

               (i)  The Company Matching Contributions which, in accordance
                    with the rules set forth in Treasury Regulation Section
                    1.401(m)-1(b)(4),  are taken into  account with respect
                    to such Plan Year; to

               (ii) Such Employee's IRC 414(s)  compensation  for such Plan
                    Year. For this purpose,  IRC 414(s)  compensation shall
                    mean  W-2   compensation   as   described  in  Treasury
                    Regulation      Sections      1.414(s)-1(c)(2)      and
                    1.415-2(d)(11),  and shall  also  include  all  amounts
                    currently not included in the  Employee's  gross income
                    by reason of Sections 125 of 402(e)(3) of the Code,  or
                    effective  January 1, 2001,  132(f)(4) of the Code.  In
                    the case of an Employee who begins,  resumes, or ceases
                    to be eligible to have Company  Matching  Contributions
                    made on his behalf  during a Plan  Year,  the amount of
                    IRC  414(s)   compensation   included   in  the  Actual
                    Contribution  Percentage  test  is  the  amount  of IRC
                    414(s) compensation received by the Employee during the
                    entire Plan Year.

          (d)  The  Contribution  Percentage  for a  Participant  who  is a
               Highly  Compensated  Employee  for the Plan  Year and who is
               eligible to make after-tax contribution, or to have matching
               employer   contributions  (within  the  meaning  of  Section
               401(m)(4)(A) of the Code) made on his behalf under 2 or more
               plans  described  in  Section  401(a)  of the Code  that are
               maintained  by the  Company,  or other  member of the Group,
               shall  be  determined  as if the  total  of  such  after-tax
               contributions and matching employer  contributions were made
               under a single  arrangement.  Notwithstanding the foregoing,
               certain  plans shall be treated as  separate if  mandatorily
               disaggregated under Treasury Regulations.

               If the Plan is  permissibly  aggregated or is required to be
               aggregated  with other plans  having the same Plan Year,  as
               provided under Treasury Regulation Section  1.401(m)-1(b)(3)
               for  purposes  of  determining  whether  or not  such  plans
               satisfy Section 401(m),  401(a)(4),  and 410(b) of the Code,
               then the  provisions of this Section 4.8 shall be applied by
               determining the Actual Contribution  Percentage of Employees
               who are eligible to  participate  in the Plan as if all such
               plans were a single plan.

          (e)  In the event the Administrative  Committee  determines prior
               to any payroll  period  that the amount of Company  Matching
               Contributions  to be made  thereafter is likely to cause the
               limitation  prescribed  in this  Section 4.8 to be exceeded,
               the Administrative Committee, in its discretion,  may reduce
               the amount of such contributions allowed to be made by or on
               behalf of Participants who are Highly Compensated  Employees
               (and/or  such  other   Participants  as  the  Administrative
               Committee  may  prescribe)  to  a  rate  determined  by  the
               Administrative  Committee  (including a rate of 0 percent if
               the  Administrative  Committee so determines).  Except as is
               hereinafter   provided,   the   Participants  to  whom  such
               reduction  is  applicable  and the amount of such  reduction
               shall  be   determined   pursuant   to  such   uniform   and
               nondiscriminatory  rules  as  the  Administrative  Committee
               shall prescribe.

          (f)  Notwithstanding the foregoing, with respect to any Plan Year
               beginning  before January 1, 2003 in which Company  Matching
               Contributions  made on behalf of Participants who are Highly
               Compensated  Employees exceed the applicable limit set forth
               in Section 4.8(a), the Administrative  Committee may reduce,
               to the  extent  necessary  to  comply  with the  limitations
               prescribed  in this  Section  4.8,  the  amount  of  Company
               Matching  Contributions  made on behalf of the  Participants
               who are  Highly  Compensated  Employees  (by  reducing  such
               Company  Matching  Contribution  in  the  order  of  Company
               matching  Contribution  amounts beginning with the largest),
               and distribute such excess Company  Matching  Contributions,
               to the extent then vested,  (along with income  attributable
               to such vested excess contributions,  as determined pursuant
               to Section  4.8(g))  to the  affected  Participants  who are
               Highly  Compensated  Employees as soon as practicable  after
               the end of such Plan Year,  and in all  events  prior to the
               end of the next  following  Plan Year.  The amount of excess
               Company Matching  Contributions that are not vested shall be
               forfeited,  and shall be held in a suspense account and used
               to   reduce   the   Employer's   future   Company   Matching
               Contributions.

          (g)  Income on excess Company Matching Contributions for the Plan
               Year  in  which  such  excess  occurs  and  for  any  period
               thereafter  prior  to  the  distribution  thereof  shall  be
               determined in the manner provided for in Article V.

          (h)  Notwithstanding any distributions  pursuant to the foregoing
               provisions,  excess Company Matching  Contributions shall be
               treated as Annual Additions for purposes of Section 4.7.

          (i)  Distributions  pursuant  to this  Section  4.8 shall be made
               proportionately  from the  Investment  Funds with respect to
               the   Participant's   Account   or   Accounts   from   which
               distribution is made.

          (j)  In the event that the  Employer  elects to make a  Qualified
               Contribution  on  behalf of any or all  Participants  in the
               Plan,  any  such  Qualified  Contribution,   to  the  extent
               specified,   shall  be   treated   as  a  Company   Matching
               Contribution solely for purposes of this Section 4.8.

          (k)  In determining  whether the requirements of this Section 4.8
               are  satisfied,  the  Administrative  Committee  may, in its
               discretion,  in  accordance  with  regulations,   take  into
               account  Participants' Basic Salary Reduction  Contributions
               made to the Plan pursuant to Section 3.1; provided that such
               contributions are not taken into account in order to satisfy
               the requirements of Section 3.4.

          (l)  The  Administrative  Committee may, in its sole  discretion,
               elect to use any  combination  of the methods  described  in
               this  Section  4.8  to  satisfy  the  limitations  contained
               herein, provided,  however, that such combination of methods
               shall be applied in a uniform and nondiscriminatory manner.

          (m)  The Administrative Committee shall also take all appropriate
               steps to meet the  aggregate  limitation  test  contained in
               Section 4.9.

4.9       Aggregate Limitation (Plan Years beginning before January 1, 2002)
          --------------------

          Any other  provision of the Plan to the contrary  notwithstanding
          and effective  solely with respect to Plan Years beginning before
          January 1, 2002,  the  provisions of this Section 4.9 shall apply
          if the conditions of both (a) and (b) below are satisfied:

          (a)  The sum of (i) the "Actual Deferral  Percentage" (as defined
               in Section 3.4) for the group of Eligible  Employees who are
               Highly   Compensated   Employees   and  (ii)   the   "Actual
               Compensation  Percentage"  (as  defined in Section  4.8) for
               such  group of  Highly  Compensated  Employees  exceeds  the
               "Aggregate Limit" (as hereinafter defined); and

          (b)  Both (i) the  Actual  Deferral  Percentage  for the group of
               Eligible  Employees  who are  highly  Compensated  Employees
               exceeds 125 percent of the Actual Deferral Percentage of all
               other  Eligible  Employees and (ii) the Actual  Contribution
               Percentage  of such  group of Highly  Compensated  Employees
               exceeds 125 percent of the Actual Contribution Percentage of
               all such other Employees.

               The term  "Aggregate  Limit" means the greater of the sum of
               (i) and (ii) below or the sum of (iii) and (iv) below:

               (i)  125 percent of the  greater of (1) the Actual  Deferral
                    Percentage  of the group of Eligible  Employees who are
                    not  Highly  Compensated  Employees,  or (2) the Actual
                    Contribution   Percentage  of  the  group  of  Eligible
                    Employees who are not Highly Compensated Employees, and

               (ii) 2 plus the lesser of (i)(1) or (i)(2)  above (but in no
                    event more than 200  percent of the lesser of (i)(1) or
                    (i)(2) above).

               (iii)125  percent of the  lesser of (1) the Actual  Deferral
                    Percentage  of the group of Eligible  Employees who are
                    not  Highly  Compensated  Employees,  or (2) the Actual
                    Contribution   Percentage  of  the  group  of  Eligible
                    Employees who are not Highly Compensated Employees, and

               (iv) 2 plus the greater of  (iii)(1) or (iii)(2)  above (but
                    in no event  more than 200  percent  of the  greater of
                    (iii)(1) or (iii)(2) above).

          (c)  If the Actual Deferral Percentage and/or Actual Contribution
               Percentage  for the  group  of  Eligible  Employees  who are
               Highly   Compensated   Employees,   determined   after   any
               corrective distribution of excess amounts in accordance with
               the provisions of Section 3.4 and 4.8 have been effectuated,
               exceeds an amount  which would cause the limits set forth in
               the foregoing provisions of this Section 4.9 to be exceeded,
               first the amount of Basic Salary Reduction Contributions and
               then the amount of Company Matching  Contributions  shall be
               reduced in accordance  with Section 3.4 and 4.8, but only to
               the extent  necessary to bring the Plan into compliance with
               the applicable limits set forth in this Section 4.9.

          (d)  In determining  whether the requirements of this Section 4.9
               are  satisfied,  the  Administrative  Committee  may  in its
               discretion,  in  accordance  with  regulations,   take  into
               account  Participants' Basic Salary Reduction  Contributions
               made to the Plan pursuant to Section 3.1, provided that such
               contributions are not taken into account in order to satisfy
               the requirements of Section 3.4.

4.10      Qualified Contributions (Plan Years beginning before January 1, 2003)
          -----------------------

          For Plan Years beginning before January 1, 2003, an Employer may,
          in its sole discretion, make a Qualified Contribution in order to
          satisfy  the  requirements  of Section  3.4 or 4.8.  A  Qualified
          Contribution  is a contribution  that (i) is made by the Employer
          that may be  aggregated  with other  contributions  in accordance
          with Section 3.4 and 4.8;  (ii) is  nonforfeitable  at all times;
          (iii) may not be distributed to a Participant or any  Beneficiary
          until the earliest date provided for in Section  401(k)(2)(B)  of
          the Code (determined without regard to subsection (i)(IV) of such
          Section)  and (iv)  complies  with the  requirements  of Treasury
          Regulation Section 1.401(k)-1(b)(5).

          A  Qualified  Contribution  may  take  the  form  of a  qualified
          matching  contribution (as defined in Treasury Regulation Section
          1.401(k)-(1)(g)(13)(i)),  or a qualified nonelective contribution
          (as      defined     in     Treasury      Regulation      Section
          1.401(k)-1(g)(13)(ii)).  The Employer  shall  specify the form of
          the Qualified  Contribution,  and the  Participants  to whom such
          contribution is to be allocated.

4.11      Return of Contributions
          -----------------------

          Notwithstanding  any  provision  of the Plan to the  contrary,  a
          contribution  (or part  thereof)  made to the Plan by an Employer
          shall be returned to that Employer if:

          (a)  The contribution is made by reason of mistake of fact; or

          (b)  The  contribution is not currently  deductible under Section
               404 of the Code;

          provided that such return of contribution is made within one year
          after  the   mistaken   payment  of  the   contribution   or  the
          disallowance of the tax deduction, as the case may be.


<PAGE>


                                         ARTICLE V

                                   VALUATION OF ACCOUNTS

5.1       Maintenance of Accounts
          -----------------------

          The Administrative  Committee shall separately maintain on behalf
          of each  Participant,  where  applicable,  and  shall  separately
          account for on a reasonable  and consistent  basis,  an After-Tax
          Contribution Account,  Basic Employee Contribution Account, Basic
          Salary   Reduction   Contribution   Account,   Company   Matching
          Contribution   Account,   Discretionary   Contribution   Account,
          Qualified  Contribution  Account,  Rollover Account,  Safe Harbor
          Matching   Account,   Savings   Contribution   Account,   Special
          Contribution Account, and Transition Contribution Account.

5.2       Valuation
          ---------

          As of each Valuation  Date, the  Administrative  Committee  shall
          cause to be adjusted the After-Tax  Contribution  Account,  Basic
          Employee   Contribution    Account,    Basic   Salary   Reduction
          Contribution  Account,  Company  Matching  Contribution  Account,
          Discretionary   Contribution  Account,   Qualified   Contribution
          Account,  Rollover Account, Safe Harbor Matching Account, Savings
          Contribution   Account,   Special   Contribution   Account,   and
          Transition  Contribution  Account for each  Participant  on whose
          behalf any such  Account is  maintained  to reflect  his share of
          contributions  (including  for this  purpose  contributions  made
          after  such  Valuation  Date but  credited  as of such  Valuation
          Date), withdrawals,  distributions, income, expenses payable from
          the Trust Fund (and  allocable to the  Investment  Funds in which
          the  Participant's  Accounts  are  invested)  and any increase or
          decrease  in  the  value  of  such  Investment  Funds  since  the
          preceding  Valuation Date. The fair market value on the Valuation
          Date is to be used for this purpose,  and the respective Accounts
          of  Participants  are  to be  adjusted  in  accordance  with  the
          valuation.

          The  Administrative  Committee  reserves the right to change from
          time to time the  procedures  used in valuing  any one or more of
          the  Accounts or  crediting  and  debiting any one or more of the
          Accounts if it determines,  after due  deliberation  and upon the
          advise of counsel  and/or  the  current  recordkeeper,  that such
          action  is  justified  in  that  it  results  in a more  accurate
          reflection of the fair market value of the Accounts. In the event
          of a conflict  between the  provisions  of Article V and such new
          administrative  procedures,  the  new  administrative  procedures
          shall prevail.

5.3       Valuation of Funds
          ------------------

          The  Administrative  Committee  shall  determine  the fair market
          value of each  Investment  Fund as of the end of each Plan  Year,
          and as soon as  practicable  thereafter  shall deliver or mail to
          each  Participant  or  Beneficiary a statement  setting forth the
          fair market value of his Account in each Investment Fund.


<PAGE>


                                 ARTICLE VI

                            VESTING OF ACCOUNTS

6.1       Vesting
          -------

          (a)  A  Participant  shall  always be 100  percent  vested in the
               value of the After-Tax  Contribution Account, Basic Employee
               Contribution  Account,  Basic Salary Reduction  Contribution
               Account,  Qualified  Contribution Account,  Rollover Account
               and Safe Harbor Matching Account maintained on his behalf. A
               Participant  shall be 100 percent vested in the value of the
               Savings Contribution  Account,  Special Contribution Account
               and Transition Contribution Account maintained on his behalf
               as  provided  in   Sections   4.3(a),   4.4(a)  and  4.5(a),
               respectively.

          (b)  Except as  otherwise  provided in an  appendix  hereto or in
               subsection (d) below,  a Participant  shall be vested in the
               Company  Matching  Contribution  Account  maintained  on his
               behalf in accordance with the following schedule:

               YEARS OF VESTING SERVICE            VESTED INTEREST
               ------------------------            ---------------

                   Less than 3 years                  0 percent
                   3 years or more                  100 percent

               provided,  however, that the portion of the Company Matching
               Contribution   Account   attributable  to  Company  Matching
               Contributions  made with respect to pay periods beginning on
               and after July 1, 2002 and before January 1, 2003,  shall at
               all times be 100 percent vested.

          (c)  Except as  otherwise  provided in an  appendix  hereto or in
               subsection (d) below,  a Participant  shall be vested in the
               Discretionary  Contribution Account maintained on his behalf
               in accordance with the following schedule:

               YEARS OF VESTING SERVICE            VESTED INTEREST
               ------------------------            ---------------

                   Less than 5 years                  0 percent
                   5 years or more                  100 percent

          (d)  Notwithstanding  any  other  provision  of  Article  VI,  an
               Eligible  Employee  shall  become 100 percent  vested in the
               Company Matching  Contribution Account and any Discretionary
               Contribution Account maintained on his behalf at:

               (i)  Normal Retirement Age;

               (ii) Early Retirement;

               (iii) The time he incurs a Disability;

               (iv) Death;

               (v)  Termination of the Plan; or

               (vi) With  respect to only an  Eligible  Employee's  Company
                    Matching   Contribution    Account,    termination   of
                    employment due to the closing of a plant or facility or
                    divestment of all or part of an Employer (but only with
                    respect to Eligible  Employees of such Employer who are
                    affected by such divestment).

          (e)  Notwithstanding  the foregoing,  if a Participant who is not
               fully vested in the Account  maintained on his behalf incurs
               a 1-year Period of Severance and is subsequently  rehired by
               an Employer,  his Years of Vesting Service shall be computed
               by adding (i) his Years of Vesting  Service  earned prior to
               his  Reemployment  Commencement  Date to (ii)  his  Years of
               Vesting   Service   that  he  accrues   subsequent   to  his
               Reemployment    Commencement   Date,   provided   that   the
               Participant's  Period  of  Severance  is  shorter  than  the
               greater  of (i) 5 years,  or (ii) the  aggregate  number  of
               Years of Vesting  Service  earned  prior to his  termination
               date. If the Participant's  Period of Severance equals or is
               longer  than  the  greater  of  (i) 5  years,  or  (ii)  the
               aggregate number of Years of Vesting Service earned prior to
               his  termination  date, his Years of Vesting  Service earned
               prior to his initial  date of  termination  shall be ignored
               for all purposes.

6.2       Treatment of Forfeitures
          ------------------------

          In the event that a Participant terminates employment and is less
          than 100  percent  vested  in all  Accounts,  forfeitures  of his
          non-vested  interest  shall  be used by the  Employer  to  reduce
          future  Employer  contributions  and/or  to pay  reasonable  Plan
          expenses.  Amounts  shall be forfeited on the earlier of the date
          of the  distribution  of his Vested  Interest,  or upon the fifth
          anniversary of the Participant's Severance from Service.

6.3       Reinstatement of Accounts
          -------------------------

          If a former Participant whose termination of employment  resulted
          in a  forfeiture  pursuant  to Section 6.2 is  re-employed  by an
          Employer or any member of the Group,  the  Participant  may elect
          (upon giving 30 days' advance  notice or such other period as may
          be  prescribed  by the  Administrative  Committee)  to repay  the
          Trustee,  in cash, the full amount distributed to the Participant
          in  accordance  with  Article  IX and  such  repayment  shall  be
          allocated to the Participant's Account. In such event, the amount
          of the  forfeiture  (unadjusted  by any gains or losses) shall be
          restored and credited as of the Reemployment Commencement Date to
          the  Participant's  Account in such manner as the  Administrative
          Committee  shall deem  appropriate  pursuant to such  uniform and
          nondiscriminatory rules as it shall from time to time prescribe.

          If a distribution is a result of a termination of employment, the
          time for  repayment  may not end  before  the  earlier of 5 years
          after the first  Reemployment  Commencement  Date or the close of
          the first  period of 5  consecutive  1-year  Periods of Severance
          commencing after the distribution.

          Any Account  which is restored will be derived first from amounts
          forfeited  and  not  yet  applied  to  reduce   future   Employer
          contributions,  and second, if such amounts are not sufficient to
          make a full  restoration,  the Employer  shall make an additional
          contribution in the amount necessary to complete the restoration.
          Years  of  Eligibility  Service  and  Years  of  Vesting  Service
          credited  with  respect  to such  restored  amount  shall also be
          restored.


<PAGE>


                                ARTICLE VII

                           INVESTMENT OF ACCOUNTS

7.1       Investment of Accounts
          ----------------------

          All  contributions  made  to  the  Plan  by  or  on  behalf  of a
          Participant  shall be invested in such  Investment  Fund or Funds
          which the Administrative Committee, in its discretion, shall make
          available to Participants,  Beneficiaries and Eligible Employees.
          The  Administrative  Committee may, at any time add to,  subtract
          from,  or  replace  Investment  Funds  then  being  offered.  The
          Administrative  Committee shall endeavor to provide  Participants
          with the  opportunity  to obtain  sufficient  information to make
          informed decisions regarding all available Investment Funds.

          A portion of an  Investment  Fund may be  invested  in short term
          securities  issued or  guaranteed by the United States of America
          or any agency or instrumentality thereof or any other investments
          of a  short  term  nature,  including  corporate  obligations  or
          participations  therein  and  through  the medium of any  common,
          collective  or  commingled  trust fund  maintained by the Trustee
          which is invested  principally  in property of the kind specified
          in  this  paragraph.  A  portion  of an  Investment  Fund  may be
          maintained in cash.

7.2       Investment Elections
          --------------------

          (a)  When  an  Eligible   Employee   completes  and  returns  the
               Appropriate  Form to  become a  Participant,  he shall  give
               Notice regarding the investment of contributions made on his
               behalf  under the Plan.  The  Notice  shall  specify,  in 5%
               increments  from 0% to 100%,  the  percentage  of all future
               Basic  Salary  Reduction  Contributions,   Company  Matching
               Contributions,    Discretionary   Contributions,   Qualified
               Contributions,  Safe Harbor Matching Contributions,  Savings
               Contributions,    Special   Contributions   and   Transition
               Contributions  (in accordance  with a single  election to be
               applied  uniformly  to all  types  of  contributions)  to be
               invested  in  each   Investment  Fund  which  is  then  made
               available under the Plan.

               A Participant may change the investment elections made under
               this  Section  7.2(a)  at any time by  giving  Notice to the
               Administrative  Committee or its  designee  within such time
               and in accordance  with such means as are  designated by the
               Administrative  Committee and  communicated  to Participants
               and  Eligible  Employees.  Such  Notice of  change  shall be
               subject to the  procedural  specifications  set forth  above
               (and, if applicable, subject to the limitations set forth in
               Section 7.3) and, except as may otherwise be provided in the
               Trust   Agreement,   shall  be  effective  with  respect  to
               contributions   received  by  the   Trustee  (or   otherwise
               deposited  into the Trust Fund) as of the Valuation  Date on
               which the  Notice is  received  or as of the next  following
               Valuation Date, in accordance with procedures established by
               the   Administrative    Committee,   and   communicated   to
               Participants and Eligible Employees.

          (b)  Each Participant and Beneficiary  shall have the opportunity
               to change the manner in which the Accounts maintained on his
               behalf under the Plan are invested.  Such opportunity  shall
               be  exercised  by  giving   Notice  to  the   Administrative
               Committee or its designee within such time and in accordance
               with  such  means as are  designated  by the  Administrative
               Committee  and   communicated  to   Participants,   Eligible
               Employees and affected Beneficiaries. Subject to any minimum
               dollar   limitation   which  may  be   established   by  the
               Administrative  Committee  from  time to time,  such  Notice
               shall specify,  in a whole dollar amount or in 1% increments
               from 0% to 100%,  the dollar  amount,  or  percentage of the
               total  Account  maintained on behalf of the  Participant  or
               Beneficiary  which is to be invested in each Investment Fund
               then made available. Except as may otherwise be set forth in
               the Trust  Agreement,  such Notice  shall be effective as of
               the  Valuation  Date on which the Notice is  received by the
               Trustee  or as of the  next  following  Valuation  Date,  in
               accordance with procedures established by the Administrative
               Committee  and   communicated  to   Participants,   Eligible
               Employees and affected  Beneficiaries.  Notwithstanding  any
               provision of this Section  7.2(b) to the  contrary,  (i) the
               election  hereunder  shall  be  subject  to any  contractual
               limitations imposed on the direct transfer of assets between
               given  Investment  Funds  and  (ii)  in  no  event  shall  a
               Participant  or  Beneficiary be permitted to effect a change
               in the  investment  of his total  Account to the extent that
               the investment  change would  contradict any limitation then
               in effect on  transfers  into or out of the  Mettler  Toledo
               Stock Fund that has been  established by the  Administrative
               Committee,   in  its   discretion,   and   communicated   to
               Participants and Beneficiaries.

          (c)  Any investment  elections or changes in elections under this
               Section 7.2 may be limited or delayed by the  Administrative
               Committee  or  Trustee,  if, in the  judgment of such party,
               giving  immediate  effect to such elections  would adversely
               affect  the  Account  balances  of a  significant  number of
               Participants.

          (d)  In the event a  Participant's  or  Beneficiary's  investment
               election is incomplete,  the Participant or Beneficiary will
               be assumed to have chosen to invest in such  default fund as
               is set forth in the Trust Agreement, or otherwise determined
               by the Administrative Committee.

          (e)  Any investment  election  under the foregoing  provisions of
               this  Section 7.2 shall  remain in effect  until  changed by
               another election under this Section.

          (f)  Each  Participant,  Eligible  Employee  and  Beneficiary  is
               solely  responsible  for  the  selection  of his  investment
               option.  The  Trustee,  the  Administrative  Committee,  the
               Company,   the  Employer,   and  the  directors,   officers,
               supervisors  and  other  employees  of the  Company  and the
               Employer are not empowered to advise a Participant, Eligible
               Employee  or  Beneficiary  as to the  manner  in  which  any
               portion of his Account  shall be invested.  The fact that an
               investment  option is available  under the Plan shall not be
               construed  as  a  recommendation   for  investment  in  that
               investment option.

7.3       Mettler Toledo Stock Fund
          -------------------------

          The  provisions  of this Section  shall become  applicable to the
          extent to which  Participants' and Beneficiaries'  Accounts under
          the Plan are invested in the Mettler Toledo Stock Fund.

          (a)  The Administrative  Committee shall make available under the
               Plan an investment  fund which shall consist  exclusively of
               Common Stock;  provided,  however, that in the discretion of
               the Trustee,  within  guidelines  set by the  Administrative
               Committee,  a portion of such fund may be held in short-term
               interest-bearing  investments  or cash  pending  purchase of
               Common  Stock  and  to  provide  sufficient   liquidity  for
               exchanges  out of the  fund,  withdrawals  and  loans.  Such
               Investment  Fund shall be referred to as the "Mettler Toledo
               Stock  Fund".  Subject to any  limitation  on  contributions
               and/or  transfers  into or out of the Mettler  Toledo  Stock
               Fund  that  the   Administrative   Committee   may,  in  its
               discretion, establish, a Participant or Beneficiary shall be
               permitted  to invest  contributions  made to the Plan on his
               behalf and existing  Accounts  maintained  under the Plan on
               his behalf in the Mettler  Toledo  Stock Fund in  accordance
               with  the  provisions  of  Sections  7.2.  Unless  otherwise
               limited under the terms of the Trust Agreement,  the Trustee
               may, in its discretion, purchase or sell Common Stock on the
               open market or by privately-negotiated transaction; provided
               however,  that any such  purchase or sale shall be made only
               in  exchange  for fair  market  value as  determined  by the
               Trustee and, provided  further,  that no commission shall be
               charged to or paid by the Plan with  respect to any purchase
               or sale of  Common  Stock  between  the  Plan and a party in
               interest  (as  defined  in  Section  3(14)  of  ERISA).  Any
               distributions,  dividends  or other  income  received by the
               Trustee with respect to the Mettler  Toledo Stock Fund shall
               be  reinvested  by the Trustee in the Mettler  Toledo  Stock
               Fund. The  Administrative  Committee shall provide,  at such
               time  and  in  such  manner  as it  shall  determine  in its
               discretion,  whether  share or unit  accounting be performed
               with respect to the Mettler Toledo Stock Fund.

          (b)  The  restrictions  contained  in this  Section  7.3(b) shall
               apply to that portion of the Accounts  maintained  on behalf
               of Participants or  Beneficiaries  which are invested in the
               Mettler  Toledo  Stock  Fund  and,  if  and  to  the  extent
               necessary, any election made by a Participant or Beneficiary
               under the Plan  shall be deemed  modified  to be  consistent
               with this Section 7.3(b).

               Notwithstanding  the provisions of Section 7.2, and Articles
               VIII and XV:

               (i)  No  Participant  or  Beneficiary  may,  on the basis of
                    material  nonpublic  information  with  respect  to the
                    Company or its affiliates,  make an election  permitted
                    by that Section or those  Articles if (1) such election
                    would result in an exchange into or out of, loans from,
                    withdrawals  from,  or an  increase  or decrease in the
                    amount of  contributions  to the Mettler  Toledo  Stock
                    Fund,  and  (2) the  transaction  resulting  from  such
                    election is prohibited by Rule 10b-5.

               (ii) No  officer  may  make an  election  permitted  by that
                    Section or those Articles if such election would result
                    in a  transaction  involving  the Mettler  Toledo Stock
                    Fund  which is not an exempt  transaction  pursuant  to
                    Rule 16b-3.

               For purposes of this Section 7.3(b),  the terms "Rule 10b-5"
               and "Rule  16b-3" shall mean the rules,  as amended,  having
               those   designations   promulgated   by  the  United  States
               Securities   and   Exchange   Commission   pursuant  to  the
               Securities  Exchange Act of 1934, as amended,  and the terms
               "affiliate"  and "officer" shall have the meanings set forth
               in Rule 12b-2 and Rule  16a-1(f),  respectively,  both as so
               promulgated and amended.

7.4       Voting of Common Stock
          ----------------------

          (a)  Each  Participant,  Eligible Employee or Beneficiary who has
               an Account  maintained  on his behalf with an  investment in
               the  Mettler  Toledo  Stock Fund  shall  have the  following
               powers and responsibilities:

               (i)  Prior  to  each  annual  or  special   meeting  of  the
                    shareholders  of  Mettler-Toledo   International   Inc.
                    ("MTI"),  MTI  shall  cause  to be sent to each  person
                    described  in  Section  7.4(a),  a copy  of  the  proxy
                    solicitation material for such meeting, together with a
                    form requesting  confidential  voting  instructions for
                    the  voting of the  Common  Stock  held in the  Mettler
                    Toledo Stock Fund in  proportion to the number of units
                    of  the  Mettler  Toledo  Stock  Fund  held  by  such a
                    person's Accounts or, if applicable, the number of full
                    shares  of Common  Stock  credited  under  the  Mettler
                    Toledo  Stock  Fund to such a person's  Accounts.  Upon
                    receipt of such a person's  instructions,  the  Trustee
                    shall then vote in  person,  or by proxy,  such  Common
                    Stock as so instructed.

               (ii) MTI shall  cause the  Trustee  to  furnish,  as soon as
                    practicable  after  receipt  by the  Trustee,  to  each
                    person  described  in  Section  7.4(a),  notice  of any
                    tender  or   exchange   offer  for,  or  a  request  or
                    invitation  for tenders or exchanges  of,  Common Stock
                    made to the  Trustee.  The Trustee  shall  request from
                    each such person  instructions  as to the  tendering or
                    exchanging  of Common Stock held in the Mettler  Toledo
                    Stock Fund in  proportion to the number of units of the
                    Mettler  Toledo  Stock  Fund  held by  such a  person's
                    Accounts or, if  applicable,  the number of full shares
                    of Common Stock credited under the Mettler Toledo Stock
                    Fund to  such a  person's  Accounts.  Within  the  time
                    specified by the notice of any tender or exchange offer
                    for, or request or invitation  for tenders or exchanges
                    of, Common Stock,  the Trustee shall tender or exchange
                    such Common  Stock as to which the Trustee has received
                    instructions  to tender or  exchange  from the  persons
                    described in Section 7.4(a).

               (iii)Instructions  received  from the persons  described  in
                    Section  7.4(a) by the  Trustee  regarding  the voting,
                    tendering,  or  exchanging  of Common Stock held in the
                    Mettler  Toledo  Stock Fund shall be held in  strictest
                    confidence  and  shall  not be  divulged  to any  other
                    person,  including directors,  officers or employees of
                    MTI and of the Company, except as otherwise required by
                    law, regulation or lawful process.

          (b)  The Trustee shall, in its discretion,  vote Common Stock for
               which the Trustee does not receive affirmative direction and
               shall,  in its  discretion,  determine  whether to tender or
               exchange Common Stock with respect to which the Trustee does
               not receive any affirmative direction.


<PAGE>


                                ARTICLE VIII

                       WITHDRAWALS DURING EMPLOYMENT

8.1       Basic Withdrawals
          -----------------

          Subject to subsections (d), (e) and (f) below, a Participant may,
          by  giving  Notice  to the  Administrative  Committee,  elect  to
          withdraw  amounts  during   employment  in  accordance  with  the
          following order of withdrawal options;  provided,  however,  that
          any  Participant  electing a  withdrawal  from the options  below
          shall be required to exhaust all withdrawal  possibilities  under
          the options preceding the withdrawal option elected:

          (a)  A Participant who is in the active employment of an Employer
               and who has  attained age 65 may withdraw all or any portion
               of the  Account  maintained  on his behalf in which he has a
               Vested Interest.

          (b)  A Participant who is in the active employment of an Employer
               and who has  attained age 59-1/2 but has not attained age 65
               may  withdraw  from the  Account  maintained  on his  behalf
               according to the following schedule:

               (i)  All or any portion of the Account that is  attributable
                    to  contributions  made  prior  to July 1,  2002 and in
                    which he has a Vested Interest;

               (ii) All or any  portion  of the  Rollover  Account  that is
                    attributable  to  Rollover  Contributions  made  on and
                    after July 1, 2002; and

               (iii)All  or  any  portion  of the  Basic  Salary  Reduction
                    Contribution  Account  that is  attributable  to  Basic
                    Salary Reduction  Contributions  made on and after July
                    1, 2002.

          (c)  A Participant who is in the active employment of an Employer
               and who has not yet attained  age 59-1/2 may  withdraw  from
               the  Account  maintained  on  his  behalf  according  to the
               following schedule:

               (i)  A Participant who has made a Rollover  Contribution may
                    withdraw  all or any  portion of the  Rollover  Account
                    maintained on his behalf;

               (ii) A Participant who has made  contributions  to the Prior
                    Reliance  Electric  Plan and/or the  Reliance  Electric
                    Plan  may  withdraw  all or any  portion  of the  Basic
                    Employee    Contribution   Account   and/or   After-Tax
                    Contribution Account maintained on his behalf;

               (iii)All   or  any   portion   of   the   Company   Matching
                    Contribution  Account  maintained on the  Participant's
                    behalf  that  is  attributable   to  Company   Matching
                    Contributions  made  prior to July 1, 2002 and in which
                    he  has  a  Vested  Interest;  provided  that  if  such
                    Participant has  participated in the Plan for less than
                    five  years  such  amount  shall  not  include  Company
                    Matching  Contributions  made  to the  Plan  within  24
                    months prior to the effective  date of the  withdrawal;
                    and

               (iv) For a Participant who suffers a Hardship (as defined in
                    Section 8.2), such portion of the Account maintained on
                    the  Participant's  behalf  in  which  he has a  Vested
                    Interest,   provided   that  if  any   portion  of  the
                    withdrawal is taken from the Participant's Basic Salary
                    Reduction  Contribution  Account,  such withdrawal must
                    exclude   earnings   credited  to  such  Account  after
                    December 31, 1988, and the withdrawal  must satisfy the
                    provisions of Section 8.2.

          (d)  Withdrawals  of a Vested  Interest  shall  be made  from the
               Investment  Funds maintained under the Plan in such order of
               priority  as the  Administrative  Committee,  pursuant  to a
               uniform and nondiscriminatory policy, such direct.

          (e)  Withdrawals  shall be  effective  as of the first day of the
               next  calendar  year quarter  provided  that Notice has been
               given to the  Administrative  Committee at least thirty (30)
               days prior to such quarterly date. Partial  withdrawals from
               any of the above categories may be made only in multiples of
               $100.

          (f)  For periods on and after  January 1, 2000 and before July 1,
               2002, a Participant  who withdraws any portion of the Vested
               Interest  in the  Account  maintained  on his  behalf  under
               Section  8.1(c)(iii) above shall be suspended from receiving
               an allocation of Company Matching Contributions for a period
               of  six  months   following  the  effective   date  of  such
               withdrawal. Except as provided in the preceding sentence and
               in  Section  8.2(b)  below,  a  Participant  exercising  the
               withdrawal provisions of this Section 8.1 shall not have his
               participation  in the Plan  restricted  on  account  of such
               withdrawal.

8.2       Hardship Withdrawals
          --------------------

          For  purposes  of  this  Plan,  the  term   "Hardship"   means  a
          circumstance resulting from an immediate and heavy financial need
          of the Participant.  The Administrative Committee shall not allow
          a Hardship  distribution  to be made to a Participant  unless the
          requirements of subsections (a) and (b) below are satisfied:

          (a)  The Participant may incur a Hardship arising from one of the
               following expenses:

               (i)  Medical  expenses  described  in Section  213(d) of the
                    Code  previously  incurred  by  the  Participant,   the
                    Participant's  spouse  or  dependents  (as  defined  in
                    Section 152 of the Code) or necessary for these persons
                    to obtain  medical care  described in Section 213(d) of
                    the Code;

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

               (iii)The cost of tuition  and related  educational  fees for
                    the next 12 months of post-secondary  education for the
                    Participant,  the Participant's  spouse,  children,  or
                    dependents; or

               (iv) The  amount  needed  to  prevent  the  eviction  of the
                    Participant from his principal residence or foreclosure
                    of a mortgage on his principal residence.

          (b)  The distribution by reason of Hardship:

               (i)  May not be more than the  amount  of the  Participant's
                    immediate and heavy financial need, provided,  however,
                    that such need may  include  amounts  necessary  to pay
                    income taxes and penalties  reasonably  anticipated  to
                    result from the distribution;

               (ii) May not be made unless the Participant has obtained all
                    distributions, other than Hardship withdrawals, and all
                    non-taxable  loans that are currently  available  under
                    all qualified and nonqualified  plans of all members of
                    the Group;

               (iii)May not be made  unless the  Participant  is  suspended
                    from having Basic Salary  Reduction  Contributions  and
                    Company  Matching  Contributions  made on his behalf to
                    the Plan  (and he is  suspended  from  making  employee
                    contributions  and elective  contributions to all other
                    qualified   and   nonqualified    plans   of   deferred
                    compensation,   inclusive   of  stock   option,   stock
                    purchase,  and similar plans maintained by an Employer,
                    excluding mandatory employee contributions to a defined
                    benefit  plan or health or welfare  benefit  plans) for
                    the six-month period beginning on the effective date of
                    the Hardship  withdrawal  pursuant to this Section 8.2;
                    and

               (iv) For Hardship  withdrawals taken before January 1, 2002,
                    will  result  in a  limitation  on the  amount of Basic
                    Salary Reduction  Contributions  which may be made on a
                    Participant's  behalf  under  the Plan  (and all  other
                    plans  maintained  by a member  of the  Group)  for the
                    taxable year following the taxable year of the Hardship
                    withdrawal,  with such  limitation  being  equal to the
                    Code Section  402(g) limit for such  following  taxable
                    year less the amount of such Participant's Basic Salary
                    Reduction  Contributions  for the  taxable  year of the
                    Hardship withdrawal.

          After the  6-month  period of  suspension  under  (b)(iii)  above
          ceases,  the  Participant may resume  contributions  hereunder by
          giving Notice in accordance with Section 2.2.

          The  determination  of  the  existence  of  a  Hardship  and  the
          determination  of the amount  required to be  distributed to meet
          the  need  created  by  the   Hardship   shall  be  made  by  the
          Administrative     Committee     pursuant    to    uniform    and
          nondiscriminatory  rules, consistent with the requirements of the
          Code and applicable regulations. The Administrative Committee may
          require  documentation from the Participant for this purpose. The
          Administrative   Committee   shall   reasonably   rely   on   the
          documentation   submitted   by  the   Participant,   unless   the
          Administrative Committee has actual knowledge to the contrary.

          The Company may, by amendment, change the conditions necessary to
          obtain a Hardship  withdrawal,  or may modify or discontinue  the
          Hardship  withdrawal  provisions  of  this  Plan,  to the  extent
          permitted by applicable law or regulation.

8.3       Payment of Withdrawals
          ----------------------

          Any amounts withdrawn under Sections 8.1 and 8.2 shall be paid to
          a Participant as soon as practicable  after the Valuation Date as
          of which the withdrawal election is effective. The withdrawal may
          be in the form of cash or, to the  extent all or a portion of the
          Participant's  applicable  Accounts  are  invested in the Mettler
          Toledo   Stock  Fund,   such  amount   shall  be  paid,   at  the
          Participant's election, in either (i) whole units of Common Stock
          (with fractional units being  distributed in cash), (ii) cash, or
          (iii) a combination of Common Stock and cash.

8.4       Values
          ------

          All withdrawals  under Sections 8.1 and 8.2 shall be based on the
          value of the Account  maintained on behalf of the  Participant as
          of the applicable Valuation Date on which the withdrawal election
          is effective. Such date shall be determined by the Administrative
          Committee, in its discretion,  under nondiscriminatory procedures
          applicable to all eligible Participants.

          Notwithstanding the foregoing,  the Administrative  Committee may
          require a valuation as of the Valuation  Date  following the date
          the request for a  withdrawal  was  received in the event that it
          determines  that,  due to a decline  in the  market  value of all
          Participants'  Accounts,  it  would be in the  best  interest  of
          Participants  and  Beneficiaries to use the later Valuation Date.
          The preceding  sentence shall not apply unless the Administrative
          Committee  determines a fixed period within which all  withdrawal
          requests  will be valued as of such  later  Valuation  Date,  and
          announces such decision, and such period, to all Participants.


<PAGE>


                                 ARTICLE IX

                          DISTRIBUTION OF BENEFITS

9.1       Amount of Distribution
          ----------------------

          Upon a  Participant's  retirement,  death,  Disability,  or other
          termination  of employment  with an Employer and other members of
          the Group,  the Participant or his  Beneficiary,  as the case may
          be, shall be entitled to a distribution of the Vested Interest in
          his Accounts, subject to the following provisions of this Article
          IX. Notwithstanding anything in this Section 9.1 to the contrary,
          Section  2.4(b)  applies to a Participant  who ceases to meet the
          definition  of an Eligible  Employee  but  continues to be in the
          employ of an Employer or other member of the Group.

9.2       Payment of Distribution
          -----------------------

          (a)  As soon as  practicable  upon his  termination of employment
               with the Group for any reason (including Disability or Early
               Retirement) or the occurrence of his Normal Retirement Date,
               a  Participant  shall be  eligible  to elect  payment of his
               Vested Interest.  Payment shall be made in a single lump sum
               distribution  equal  to the  value of his  Vested  Interest;
               provided,  however,  that  effective  January  1,  2000  and
               subject to the involuntary distribution provision of Section
               9.2(c),  the  Participant  may elect  payment  of his Vested
               Interest  in  the  form  of  substantially   equal  periodic
               installments  over a  period  not  in  excess  of  his  life
               expectancy.  Notwithstanding  the foregoing (i) an Employer,
               in the  context of a  business  transaction,  may  arrange a
               transfer  of  assets  and  liabilities  from  the  Plan to a
               qualified   plan   maintained   by  another   party  to  the
               transaction  who will, in connection  with the  transaction,
               employ  individuals who are  Participants  hereunder  (until
               such transfer of assets and liabilities) and (ii) any person
               who  has  satisfied  the  service   requirements  for  Early
               Retirement, but terminates employment prior to attaining the
               age  requirements  set forth therein shall  nevertheless  be
               entitled  upon  satisfaction  of such age  requirements,  to
               receive  distribution of his Plan benefit in the same manner
               as  those  persons  who  satisfy  both  the age and  service
               requirements for an Early Retirement benefit hereunder.

          (b)  The value of the Vested Interest in a Participant's Accounts
               shall be determined  as of the  Valuation  Date on which the
               distribution  election  is  effective.  Such  date  shall be
               determined   by  the   Administrative   Committee,   in  its
               discretion, under nondiscriminatory procedures applicable to
               all  Participants.  Such  Valuation  Date  shall  follow the
               "Election  Period"  (as  hereinafter   defined);   provided,
               however, that a Participant or Beneficiary may affirmatively
               elect an immediate account  distribution  determined as of a
               Valuation Date which falls within the Election Period and on
               which authorized distribution directions are received by the
               Trustee from the  Administrative  Committee or its delegate.
               For purposes  hereof,  the "Election  Period" shall mean the
               30-day   period   commencing   on  the  date  on  which  the
               Administrative   Committee  or  its  delegate  provides  the
               Participant or Beneficiary with  information  regarding Plan
               distributions,  including the Participant's or Beneficiary's
               rights  with  respect  to a  distribution  in the  form of a
               direct  rollover and, if the Vested Interest is in excess of
               the $5,000 threshold  described in subsection (c) below, the
               right  of  the   Participant   to  defer   receipt   of  the
               distribution.

          (c)  If a  Participant's  Vested  Interest  as of the  applicable
               Valuation Date is not in excess of $5,000,  distribution  of
               such Vested  Interest  shall be made as soon as  practicable
               thereafter   in  a  lump  sum  in  cash.   With  respect  to
               distributions  made after December 31, 2001, a Participant's
               Vested Interest for purposes of this subsection (c) shall be
               determined  without  regard to that  portion of the  Account
               that is attributable to Rollover Contributions.

          (d)  A Participant  who  terminated  employment  and whose Vested
               Interest  may not be paid out under the  preceding  sentence
               must elect to either have an immediate  distribution  of his
               Vested  Interest  or  to  defer  said  distribution.   If  a
               Participant elects to defer said distribution,  the election
               may remain in effect  until the later of the dates stated in
               Sections  9.6 and 9.7,  provided,  however,  that subject to
               uniform    administrative    procedures   adopted   by   the
               Administrative  Committee,  such Participant  shall have the
               opportunity to elect an immediate distribution of his Vested
               Interest  as of any  Valuation  Date after such  election is
               made. If a Participant  dies while in deferred  status,  the
               Account will be distributed to the Participant's Beneficiary
               in accordance with Section 9.8.

          (e)  All distributions shall be made in cash; provided,  however,
               that  to the  extent  all or a  portion  of a  Participant's
               Vested  Interest is invested  in the  Mettler  Toledo  Stock
               Fund,  such  amount  shall be paid,  at the  election of the
               Participant, in either (i) whole units of Common Stock (with
               fractional units being  distributed in cash),  (ii) cash, or
               (iii) a  combination  of Common Stock and cash. In the event
               distribution  is  made  in the  absence  of a  Participant's
               distribution  election,  that  portion of an Account that is
               invested  in the  Mettler  Toledo  Stock Fund at the time of
               distribution shall be paid in cash.

          (f)  A Participant  who terminates  employment  shall be given an
               Appropriate  Form.  The form must be filled out and returned
               to the  Company  within  60  days  after  the  Participant's
               termination   of   employment  to   immediately   process  a
               distribution.  Failure  to  return  the form  within 60 days
               after  the  Participant's  termination  will  result  in his
               distribution   being   automatically   deferred   until  the
               effective  date of a  Participant's  election  to receive an
               immediate distribution as described herein.

9.3       Deferred Accounts
          -----------------

          In any case in which a Participant has terminated  employment but
          distribution of his Accounts has not yet occurred,  such Accounts
          shall be  retained  and  administered  under the Plan  until such
          Accounts are distributed.  Except as may otherwise be required by
          applicable  law, the  Administrative  Committee may establish and
          change from time to time rules and restrictions applicable to the
          administration  of any  Accounts  held  on  behalf  of  any  such
          Participants  (which rules and restrictions may differ from those
          generally   applicable   to   active   Participants),   and   the
          Administrative  Committee may assess  against the Accounts of any
          such Participant any reasonable costs of administering  the same.
          Notwithstanding   the   foregoing,   in  no  event  will  such  a
          Participant  be allowed to make  withdrawals  in accordance  with
          Article VIII from such Accounts which have been deferred.

9.4       Distribution Requirements Applicable to Basic Salary Reduction
          Contributions
          --------------------------------------------------------------

          Basic Salary  Reduction  Contributions  and the income  allocable
          thereto  shall in no event be  distributed  to a  Participant  or
          Beneficiary,  as the  case may be,  before  the  earlier  of such
          Participant's  retirement,  death,  Disability,   termination  of
          employment,  the attainment by the Participant of age 59-1/2, the
          Participant's  Hardship, as described in Section 8.2 of the Plan,
          or the  termination  of the Plan  without  the  establishment  or
          maintenance  of a  successor  plan within the meaning of Treasury
          Regulations and with respect to which a lump sum payment is made.

9.5       Alienation of Benefits
          ----------------------

          Except as  otherwise  provided by law, no benefit,  interest,  or
          payment  under  the  Plan  shall  be  subject  in any  manner  to
          anticipation,  alienation,  sale, transfer,  assignment,  pledge,
          encumbrance or charge,  whether voluntary or involuntary,  and no
          attempt  to so  anticipate,  alienate,  sell,  transfer,  assign,
          pledge,  encumber or charge the same shall be valid nor shall any
          such  benefit,  interest,  or payment be in any way liable for or
          subject  to the debts,  contracts,  liabilities,  engagements  or
          torts  of the  person  entitled  to such  benefit,  interest,  or
          payment or subject to attachment, garnishment, levy, execution or
          other legal or equitable process.

          Notwithstanding  the  foregoing,  the  creation,   assignment  or
          recognition  of a right to any benefit  payable with respect to a
          Participant  pursuant to a "qualified  domestic  relations order"
          (as  defined in Section  414(p) of the Code) shall not be treated
          as an assignment  or  alienation  prohibited by this Section 9.5.
          Any other provision of the Plan to the contrary  notwithstanding,
          if a qualified domestic relations order requires the distribution
          of all or part of a  Participant's  benefits  under the Plan, the
          establishment or acknowledgment of the alternate payee's right to
          benefits  under  the Plan in  accordance  with the  terms of such
          qualified domestic relations order shall in all events be applied
          in  a   manner   consistent   with  the   terms   of  the   Plan.
          Notwithstanding the foregoing,  in no event shall the recognition
          of an alternate  payee's  rights in accordance  with this Section
          9.5 be deemed to include the right to make a withdrawal  pursuant
          to the  provisions  of Article VIII or to receive any benefits in
          the form of a partial payment.

          Any  Accounts  maintained  on  behalf  of an  alternate  payee in
          accordance  with this Section 9.5 shall in all events be invested
          in such Investment Fund as the Administrative  Committee may from
          time to time specify.

          Any other provision of the Plan to the contrary  notwithstanding,
          the  Administrative  Committee  is  authorized,  pursuant to such
          uniform and  nondiscriminatory  rules as it shall establish which
          shall be  consistent  with  applicable  law and the  terms of the
          applicable  qualified  domestic  relations  order, to payout as a
          single sum, an alternate  payee's Vested  Interest under the Plan
          if the value of such  interest,  as of the  applicable  valuation
          date,  is not in excess of $5,000.  In addition,  if an alternate
          payee's  Vested  Interest  under the Plan exceeds  $5,000 and the
          alternate  payee is not  entitled  to a share of future  Employer
          contributions under the Plan, the alternate payee may elect to be
          paid such Vested Interest as soon as administratively practicable
          in the form of a lump sum or may  elect to  receive  such  Vested
          Interest  at  any  time  after  the  "earliest   retirement  age"
          described in Section 414(p)(4)(B) of the Code.

9.6       Latest Commencement of Benefits
          -------------------------------

          Unless a Participant  otherwise elects, a Participant's  benefits
          under the Plan shall  begin not later than the 60th day after the
          close  of the Plan  Year in which  the  latest  of the  following
          events  occur (a) the  Participant  attains  age 65; (b) the 10th
          anniversary of the date the  Participant's  participation  in the
          Plan commences; (c) the Participant's employment with the Company
          or any Employer is terminated.

9.7       Mandatory Commencement of Benefits
          ----------------------------------

          Notwithstanding  any  inconsistent  provision  of  the  Plan  and
          effective January 1, 2003, all distributions under the Plan shall
          be made in accordance with Code Section 401(a)(9),  including the
          incidental   death   benefit   requirements   of   Code   Section
          401(a)(9)(G),  and Treasury  Regulations  Sections  1.401(a)(9)-1
          through   1.401(a)(9)-9.   Specifically,   distribution   of  the
          Participant's interest shall:

               (i)  Be completed no later than the Required Beginning Date;
                    or

               (ii) Commence  not later than the  Required  Beginning  Date
                    with distribution to the Participant made over the life
                    of the  Participant  or joint lives of the  Participant
                    and a  designated  beneficiary  or a period  not longer
                    than the life of the  Participant or joint lives of the
                    Participants and a designated beneficiary.

               For purposes of this Section 9.7,  Required  Beginning  Date
               shall mean April 1 of the calendar year  following the later
               of the calendar year in which the Participant attains age 70
               1/2 or the calendar year in which the Participant terminates
               employment or retires; provided, however, if the Participant
               is a  five-percent  owner (as defined in Code Section  416),
               the Required Beginning Date shall be April 1 of the calendar
               year  following the calendar  year in which the  Participant
               attains  age  70  1/2,  regardless  of  the  date  that  the
               five-percent owner terminates employment or retires.


<PAGE>


9.8       Death Benefits
          --------------

          If a Participant  shall die before  complete  distribution of his
          Vested  Interest,   the  undistributed  balance  of  such  Vested
          Interest   shall  be  distributed   to  his   Beneficiary.   Each
          Participant  shall  have the right from time to time to file with
          the  Administrative  Committee a designation  of  Beneficiary  to
          receive death benefits.  Upon the death of the  Participant,  the
          remaining balance of the  Participant's  Vested Interest shall be
          distributed to his  Beneficiary in a lump sum. Such lump sum must
          be paid  within  five years  after the date of the  Participant's
          death.

9.9       Distributions Upon Plan Termination or other Events
          ---------------------------------------------------

          Upon  termination  of  the  Plan,   complete   discontinuance  of
          contributions  by  Employers,  or  closing or  divestment  of any
          Employer  (but only with  respect to Eligible  Employees  of such
          Employer),  Vested Interests of Participants shall be distributed
          at the  time  and  in the  manner  as  may be  decided  on by the
          Administrative  Committee  upon rules that will be uniformly  and
          nondiscriminatory applied.

9.10      Identity and Competence of Payees
          ---------------------------------

          If the Administrative Committee receives evidence satisfactory to
          it that a person  entitled to receive any benefit  under the Plan
          is physically or mentally incompetent to receive such benefit and
          to  give a valid  release  therefore,  or is a  minor,  and  that
          another  person  or an  institution  is then  maintaining  or has
          custody  of such  person,  unless  claim  shall  have  been  made
          therefore by a duly appointed guardian,  committee or other legal
          representative,   the  Administrative   Committee  may  authorize
          payment of such benefit to such other person or  institution  and
          the release of such other person or institution  shall be a valid
          and complete discharge for the payment of such benefit.

          Every person  becoming  entitled to any  benefits  under the Plan
          shall furnish the Administrative  Committee with such information
          as it may  require,  including,  but not limited to, proof of age
          relating to himself and any person nominated as a Beneficiary.

9.11      Direct Rollover of Eligible Rollover Distribution
          -------------------------------------------------

          Notwithstanding  any  provision  of the  Plan to the  contrary  a
          Distributee  may  elect,  subject  to  provisions  adopted by the
          Administrative  Committee  which shall be consistent  with income
          tax  regulations,  to have any  portion of an  Eligible  Rollover
          Distribution  paid  directly  to  an  Eligible   Retirement  Plan
          specified by the  Distributee in a Direct  Rollover to such plan.
          For purposes of this Section:

          (a)  The term  "Distributee"  shall  mean an  Employee  or former
               Employee. In addition, such an individual's surviving spouse
               or such an  individual's  spouse or former  spouse who is an
               alternate  payee within the meaning of Section  414(p)(8) of
               the Code are  Distributees  with  respect to the interest of
               the spouse or former spouse.

          (b)  The term  "Eligible  Rollover  Distribution"  shall mean any
               distribution  of all or any  portion  of the  balance to the
               credit of the Distributee  other than any distribution  that
               is one of a series of substantially  equal periodic payments
               made for the life (or life expectancy) of the Distributee or
               the  joint  lives  (or  joint  life   expectancies)  of  the
               Distributee and his  beneficiary,  or for a specified period
               of ten years or more;  any  distribution  to the extent such
               distribution  is required  under  Section  401(a)(9)  of the
               Code;  that  portion  of  a  Hardship   withdrawal  that  is
               attributable to Basic Salary  Reduction  Contributions;  and
               for  periods  before  January  1, 2002,  the  portion of any
               distribution  that is not includible in gross income. On and
               after January 1, 2002, a portion of a distribution shall not
               fail to be an Eligible Rollover  Distribution merely because
               the portion  consists of  after-tax  employee  contributions
               which are not  includible  in gross  income.  However,  such
               portion may be paid only to an individual retirement account
               or annuity  described in Code Section 408(a) or (b), or to a
               qualified  defined   contribution  plan  described  in  Code
               Section  401(a) or 403(a) that agrees to separately  account
               for amounts so transferred,  including separately accounting
               for the portion of such distribution  which is includible in
               gross income and the portion of such  distribution  which is
               not so includible.

          (c)  The term "Eligible Retirement Plan" shall mean an individual
               retirement account or annuity, as described in Code Sections
               408(a) and 408(b),  respectively,  an annuity plan described
               in  Section  403(a)  of  the  Code,  or  a  qualified  trust
               described  in Section  401(a) of the Code that  accepts that
               Distributee's Eligible Rollover  Distribution.  In addition,
               with respect to Eligible Rollover  Distributions  made after
               December 31, 2001,  an Eligible  Retirement  Plan shall also
               mean an annuity contract  described in Section 403(b) of the
               Code and an eligible plan under  Section  457(b) of the Code
               which is maintained by a state,  political  subdivision of a
               state,  or any  agency  or  instrumentality  of a  state  or
               political  subdivision  of  a  state  and  which  agrees  to
               separately  account for amounts  transferred  into such plan
               from this Plan.  However,  with respect to Eligible Rollover
               Distributions  made  before  January 1, 2002 to a  surviving
               spouse,  an  "Eligible  Retirement  Plan"  is an  individual
               retirement account or annuity.

          (d)  The term "Direct  Rollover" shall mean a payment by the Plan
               to  the   Eligible   Retirement   Plan   specified   by  the
               Distributee.


<PAGE>


                                         ARTICLE X

                                 ADMINISTRATION OF THE PLAN

10.1      Plan Administrator
          ------------------

          The Company shall be the "plan  administrator" of the Plan within
          the  meaning  of ERISA.  Administration  of the Plan shall be the
          responsibility of the Company except to the extent that:

          (a)  Administrative  responsibilities  have been delegated to the
               Administrative  Committee in accordance with this Article X;
               and

          (b)  Authority  to hold  the  Trust  Fund of the  Plan  has  been
               delegated  to  the  Trustee  and  authority  to  direct  the
               investment  and  reinvestment  of the  Trust  Fund  has been
               delegated to the Administrative Committee; and

          (c)  Authority to act for the Company has otherwise been reserved
               to the Board of Directors.

          The Company shall be the "named fiduciary" for purposes of ERISA;
          provided,  however,  that  Participants  and  Beneficiaries  with
          Accounts  maintained  on their  behalf  under  the Plan  shall be
          considered  "named  fiduciaries"  solely  to the  extent of those
          fiduciary duties and responsibilities  which are directly related
          to the exercise of voting  rights with respect to Plan  interests
          invested  in the  Mettler  Toledo  Stock  Fund  (and not to other
          aspects of Plan operation and/or administration).

10.2      Appointment of the Administrative Committee
          -------------------------------------------

          The Administrative Committee shall consist of not less than three
          persons  appointed  from time to time by the Board of  Directors.
          The members of the  Administrative  Committee  shall serve at the
          pleasure  of the  Board of  Directors  without  compensation  and
          without bond or other security at the pleasure of such Board. Any
          member of the  Administrative  Committee may resign by delivering
          his written resignation to the Board of Directors.

          The members of the  Administrative  Committee  may  appoint  from
          their  number  such  committees  with such  powers as they  shall
          determine; may authorize one or more of their number or any agent
          to execute  or  deliver  any  instrument  or make any  payment on
          behalf of the Administrative  Committee;  and may retain counsel,
          employ  agents  and  obtain  clerical,   medical,  actuarial  and
          accounting  services as the Administrative  Committee may require
          or deem advisable from time to time. The Administrative Committee
          shall hold meetings upon notice, at such place or places,  and at
          such time or times as it may from time to time determine.

          A majority of the members of the Administrative Committee then in
          office shall  constitute a quorum for the transaction of business
          at any meeting of the Administrative Committee. All action by the
          Administrative  Committee  shall  be taken  at a  meeting  of the
          Administrative  Committee.  The vote of a majority of the members
          present  at the time of the vote,  if a quorum is present at such
          time,  shall  be the  act of the  Administrative  Committee.  Any
          action  required or  permitted  to be taken at any meeting of the
          Administrative  Committee  may be taken  without a meeting,  if a
          majority of the members of the  Administrative  Committee consent
          thereto in writing.

          Members of the  Administrative  Committee may be  reimbursed  for
          expenses  properly and actually  incurred in the  performance  of
          their duties.

10.3      Powers of the Administrative Committee
          --------------------------------------

          The  Administrative   Committee  shall  have  sole  and  absolute
          discretion to interpret  and apply the  provisions of the Plan to
          determine   the  rights  and   status  of   Eligible   Employees,
          Participants  and all others under the Plan,  to decide  disputes
          arising  under  the  Plan,  and to make  any  determinations  and
          findings of fact with respect to benefits  payable  hereunder and
          the persons  entitled  thereto as may be required for any purpose
          under the Plan. Without limiting the generality of the above, the
          Administrative   Committee  is  hereby   granted  the   following
          authority  which it  shall  discharge  in its  sole and  absolute
          discretion in accordance  with Plan  provisions as interpreted by
          the Administrative Committee:

          (a)  To  make  all   determinations   of  fact  relating  to  the
               eligibility of any Employee to become a Participant, to make
               Basic Salary Reduction Contributions, to receive allocations
               of    Company    Matching    Contributions,    Discretionary
               Contributions,  Safe Harbor Matching Contributions,  Savings
               Contributions,     Special     Contributions,     Transition
               Contributions and/or Qualified  Contributions and to receive
               distributions from the Plan.

          (b)  To authorize  the Trustee to make  payment of benefits  from
               the Trust Fund to Participants and Beneficiaries entitled to
               such  benefits  under the Plan and to  establish  procedures
               governing  the manner in which such  authorizations  will be
               made.

          (c)  To develop procedures for the establishment and verification
               of   service,   Compensation   and   Eligible   Earnings  of
               Participants,  and,  after  affording  Participants  and the
               Employer  an  opportunity  to make  objection  with  respect
               thereto,  to establish such facts  conclusively from time to
               time in advance of retirement.

          (d)  To obtain from the Employer,  Participants and Beneficiaries
               such  information  as  shall  be  necessary  for the  proper
               administration of the Plan.

          (e)  To   establish   rules  and   procedures   relating  to  the
               administration  of  the  Plan  and  the  transaction  of its
               business  and to  enforce  the rules and  procedures  in the
               manner in which it sees fit.

          (f)  To  retain  counsel,  employ  agents  and  provide  for such
               clerical,  accounting  and  consulting  services  as  may be
               necessary   or   appropriate   in   connection    with   the
               administration of the Plan.

          (g)  To perform all reporting and disclosure requirements imposed
               upon the Plan by ERISA,  the  Code,  the  Securities  Act of
               1933, as amended,  the  Securities and Exchange Act of 1934,
               as amended, or any other lawful authority.

          (h)  To  ensure  that  procedures  are   established   which  are
               sufficient to safeguard the  confidentiality  of information
               relating to the purchase,  holding, and sale of Common Stock
               held in the Mettler  Toledo  Stock Fund and the  exercise of
               voting,  tender,  and similar  rights with respect to Common
               Stock held in the  Mettler  Toledo  Stock Fund and to ensure
               that such procedures are being followed.

          (i)  To  appoint  and  remove an  independent  fiduciary  for the
               purpose  of   carrying-out   activities   relating   to  any
               situations  which the  Administrative  Committee  determines
               involves  an  unreasonable   potential  for  undue  Employer
               influence with regard to the direct or indirect  exercise of
               shareholder  rights with respect to Common Stock holdings in
               the Mettler Toledo Stock Fund.

          (j)  To take  such  steps  as it,  in its  discretion,  considers
               necessary or  appropriate  to remedy any inequity  under the
               Plan that results  from  incorrect  information  received or
               communicated or as the consequence of administrative error.

          (k)  To correct any defect, reconcile any inconsistency or supply
               any omission under the Plan.

          (l)  To  allocate  among  its  members  or,  except  as  provided
               otherwise  herein,  to  delegate  to other  persons all or a
               portion of its powers and duties as it sees fit.

          (m)  To exercise such other  authority and  responsibility  as is
               specifically  assigned to it under the terms of the Plan and
               to perform any other acts  necessary to the  performance  of
               its powers and duties.

          All powers of the Administrative  Committee shall be exercised in
          a  uniform  manner  consistent  with all  provisions  of the Plan
          unless  the  power is being  exercised  in  order to  correct  or
          reconcile provisions which are inconsistent. All decisions of the
          Administrative Committee,  including those regarding the facts of
          any case, the  interpretation of any provision of the Plan or its
          application  to any  case,  and as to  any  other  interpretative
          matter or other determination or question under the Plan shall be
          final  and  binding  upon  the  Employer,   Eligible   Employees,
          Participants, Beneficiaries and all other persons, subject to the
          provisions   of   Section   10.5.   Any   action   taken  by  the
          Administrative  Committee  with respect to the rights or benefits
          of  any  person   under  the  Plan  shall  be  revocable  by  the
          Administrative Committee as to payments or distributions from the
          Trust Fund not  theretofore  made  pursuant to such  action;  and
          appropriate  adjustments  may  be  made  in  future  payments  or
          distributions  to a  Participant  or  Beneficiary  to offset  any
          excess payment or make up for any underpayment previously made to
          such Participant or Beneficiary from the Trust Fund. No ruling or
          decision of the  Administrative  Committee  in any one case shall
          create a basis for an  adjustment  in any other case prior to the
          date of written filing of each specific claim.

10.4      Individual Accounts
          -------------------

          The  Administrative  Committee  shall  maintain,  or  cause to be
          maintained,  records  showing  the  individual  balances  in each
          Account  maintained on behalf of  Participants  and other persons
          under  the  Plan.  However,  maintenance  of  those  records  and
          Accounts  shall not require any  segregation  of the funds of the
          Plan.

10.5      Claim Procedures
          ----------------

          For  purposes  of the  Plan,  a claim  for  benefit  is a written
          application  for benefit  filed on an  Appropriate  Form with the
          Administrative  Committee.  In the  event  that any  Participant,
          Beneficiary,   alternate  payee  or  other  person   (hereinafter
          referred  to in this  Section  as the  "Claimant")  claims  to be
          entitled  to a benefit  under the  Plan,  and the  Administrative
          Committee determines that such claim should be denied in whole or
          in part, the Administrative  Committee shall, in writing,  notify
          such  Claimant  within 90 days of  receipt of such claim that his
          claim has been denied,  setting  forth the  specific  reasons for
          such  denial.  Such  notification  shall be  written  in a manner
          reasonably  expected to be  understood by such Claimant and shall
          set  forth  the  pertinent  sections  of the Plan  relied  on, an
          explanation  of  additional  material  or  information,  if  any,
          necessary  for the Claimant to perfect the claim,  a statement of
          why the material or information is necessary,  for periods on and
          after  January 1, 2002,  a statement of the  Claimant's  right to
          bring a  civil  action  under  Section  502(a)  of  ERISA  and an
          explanation of the Plan's claims review procedure,  including the
          time limits  applicable to such  procedure.  Within 90 days after
          the mailing or delivery by the  Administrative  Committee of such
          notice,  such  Claimant  may  request,  by mailing or delivery of
          written notice to the Administrative  Committee,  a review and/or
          hearing by the  Administrative  Committee of the decision denying
          the claim.  If the Claimant fails to request such a review and/or
          hearing  within  such 90 day  period,  it shall  be  conclusively
          determined  for all purposes of this Plan that the denial of such
          claim  by  the  Administrative  Committee  is  correct.  If  such
          Claimant  requests  a  hearing  within  such 90 day  period,  the
          Administrative Committee shall designate a time (which time shall
          be not less  than 7 nor more  than 60 days  from the date of such
          Claimant's  notice to the  Administrative  Committee) and a place
          for such hearing, and shall promptly notify such Claimant of such
          time and place. If only a review is requested, the Claimant shall
          have  30 days  after  filing  a  request  for  review  to  submit
          additional  written  material in support of the claim. As part of
          such review,  the Claimant or his duly authorized  representative
          shall have the right to review,  upon request and free of charge,
          all documents, records or other information relevant to the claim
          and  to  submit  any  written  comments,  documents,  or  records
          relating to the claim to the Administrative Committee.  Following
          a request for review, the Administrative  Committee shall provide
          written  notification  of  its  decision  to the  Claimant.  Such
          decision shall take into account all comments, documents, records
          and other information properly submitted by the Claimant, whether
          or not such  information  was  considered  in the original  claim
          determination.  The  decision  on review  will be  binding on all
          parties,  will be  written  in  such a  manner  calculated  to be
          understood by the Claimant, will contain specific reasons for the
          decision and specific  references to the Plan provisions on which
          its  decision  is based,  will  indicate  that the  Claimant  may
          review,  upon request and free of charge, all documents,  records
          or other  information  relevant to the claim and,  for periods on
          and after  January  1,  2002,  will  contain a  statement  of the
          Claimant's  right to bring a civil action under Section 502(a) of
          ERISA.  Such decision on review shall be made within a reasonable
          time  period  but not  later  than 60 days  after  receiving  the
          request,  unless special  circumstances  require an extension for
          processing  the review.  If such an extension  is  required,  the
          Administrative  Committee  shall  notify  the  Claimant  of  such
          special  circumstances  and of the date,  no later  than 120 days
          after the original  date the review was  requested,  on which the
          Administrative   Committee   will  notify  the  Claimant  of  its
          decision. If the determination of the Administrative Committee is
          favorable to the Claimant, it shall be binding and conclusive. If
          the determination of the  Administrative  Committee is adverse to
          such  Claimant,  it shall be binding  and  conclusive  unless the
          Claimant  notifies the  Administrative  Committee  within 90 days
          after  the  mailing  or  delivery  to him  by the  Administrative
          Committee of its determination that he intends to institute legal
          proceedings  challenging the determination of the  Administrative
          Committee,  and actually  institutes such legal proceeding within
          180 days after such mailing or delivery.

10.6      Appointment of Accountant
          -------------------------

          The Company  shall  engage a  "qualified  public  accountant"  to
          prepare such audited financial statements of the operation of the
          Plan as shall be required by ERISA.

10.7      Indemnification of Certain Persons
          ----------------------------------

          The Company shall  indemnify and hold harmless all members of the
          Administrative  Committee  from  any and all  liability  imposed,
          whether  individually  or  jointly,  under  ERISA  and  under any
          similar legislation,  with respect to any action or omission as a
          fiduciary  of  the  Plan,  unless  such  persons  have  knowingly
          participated  in, or have knowingly  undertaken to conceal an act
          or omission  knowing  that such act or  omission  was a breach of
          their fiduciary duty. The Company may purchase  insurance for the
          Administrative   Committee   to  cover   any  of  its   potential
          liabilities with respect to the Plan.

10.8      Special Withdrawal Period
          -------------------------

          The  Administrative  Committee  may,  once a  year,  suspend  the
          requirements of Section 8.1 of the Plan to provide for a "special
          withdrawal  period" which shall be subject to the  limitations of
          the Plan and/or permit an additional  increase or decrease in the
          Basic Salary Reduction Contribution rate as stated in Section 3.3
          of the Plan.

10.9      Plan Expenses
          -------------

          All  reasonable  expenses,  taxes  and  fees  of  the  Plan,  the
          Administrative   Committee  and  the  Trustee   incurred  in  the
          administration  of the Plan and Trust Fund shall be paid from the
          Trust Fund;  provided,  however that the  obligation of the Trust
          Fund to pay such expenses, taxes and fees shall cease to exist to
          the  extent  that the same are  paid,  at the  discretion  of the
          Company, by the Employers or other members of the Group.


<PAGE>


                                         ARTICLE XI

                                OPERATION OF THE TRUST FUND

11.1      Trust Fund; Trustee
          -------------------

          (a)  All the  funds of the Plan  shall  be held by a  Trustee  or
               Trustees  appointed  from  time  to  time  by the  Board  of
               Directors,  in trust under a Trust Agreement adopted,  or as
               amended,  by the Board for use in providing  the benefits of
               the  Plan  and  paying  its  reasonable  expenses  not  paid
               directly  by any  Employer;  and no  part of the  corpus  or
               income of the Trust Fund shall be used for, or diverted  to,
               purposes   other   than  for  the   exclusive   benefit   of
               Participants or their  Beneficiaries  under the Plan and for
               the payment of the reasonable expenses of the Plan, prior to
               the  satisfaction of all  liabilities  with respect to them,
               provided that any  forfeitures  arising from  termination of
               service  or for  other  reasons  shall  be  used  to  reduce
               Employer contributions otherwise payable, in accordance with
               Article VI. No person shall have any interest in or right to
               any part of the earnings of the Trust Fund or any rights in,
               or to,  or under the  Trust  Fund or any part of the  assets
               thereof,  except as and to the extent expressly  provided in
               the Plan and in the Trust Agreement.

          (b)  The Trustee or  Trustees  also shall  conform to  procedures
               established by the Administrative Committee for disbursal of
               funds of the Plan.  The  Trustee  or  Trustees  shall not be
               liable for any act performed  while subject to directions of
               the  Administrative  Committee  made in accordance  with the
               terms of the Plan.

11.2      Appointment of Investment Manager
          ---------------------------------

          The Board of  Directors  may, in its  discretion,  appoint one or
          more investment  managers (within the meaning of Section 3(38) of
          ERISA) to manage all or part of the assets of the Plan, including
          the power to acquire  and  dispose of said  assets,  as the Board
          shall designate. In that event, authority over and responsibility
          for the management of the assets so designated  shall be the sole
          responsibility of that investment manager.


<PAGE>


                                ARTICLE XII

                ADOPTION, AMENDMENT, TERMINATION AND MERGER

12.1      Adoption of the Plan
          --------------------

          The adoption of this Plan, and of any amendments  thereof adopted
          subsequently,  shall be conditioned on  qualification of the Plan
          under Section 401(a) of the Code.

12.2      Right to Amend
          --------------

          This  Plan  may be  wholly  or  partially  amended  or  otherwise
          modified  at any  time  by  written  instrument  executed  by the
          President or a Vice President of the Company, provided,  however,
          that:

          (a)  No amendment or modification  may be made, at any time prior
               to the  satisfaction of all liabilities  under the Plan with
               respect to  Participants  and their  Beneficiaries  and with
               respect to the expenses of the Plan,  which would permit any
               part of the  corpus or  income of the Trust  Fund to be used
               for or  diverted to  purposes  other than for the  exclusive
               benefit of such  persons  under the Plan and for the payment
               of the expenses of the Plan;

          (b)  No  amendment  or  modification  shall have any  retroactive
               effect so as to deprive  any person of any  benefit  already
               accrued,  except that any amendment may be made  retroactive
               which is  necessary to bring the Plan into  conformity  with
               governmental  regulations  in order to qualify  the Plan for
               tax purposes and meet the requirements of ERISA; and

          (c)  No  amendment  or  modification  may  be  made  which  shall
               increase the duties or  liabilities  of the Trustee  without
               the written consent of the Trustee.

12.3      Termination or Discontinuance of Contributions
          ----------------------------------------------

          (a)  The  Plan  may be  terminated  at any  time by the  Board of
               Directors  by  written  notice  to  the  Employers,  to  the
               Administrative  Committee  and to the  Trustee  at the  time
               acting  hereunder,  but only upon condition that such action
               is taken as shall render it  impossible  for any part of the
               corpus  or  income  of the  Trust  Fund  to be  used  for or
               diverted to purposes other than for the exclusive benefit of
               the Participants and their  Beneficiaries under the Plan and
               for the payment of the administrative costs of the Plan.

          (b)  If the Plan is terminated  under Section 12.3(a) above or in
               the event the Plan is deemed to be partially terminated with
               respect to one or more groups of Eligible Employees, written
               notice  of  such   determination   shall  be  given  to  the
               Employers,  to  the  Administrative  Committee  and  to  the
               Trustee at the time acting  hereunder,  the Trust Fund shall
               be revalued as if the  termination  date were the  Valuation
               Date,  and the current value of the Account of each affected
               Participant  who is then an Eligible  Employee  shall become
               nonforfeitable,  and shall be distributed in accordance with
               Article IX to the extent  permissible  under  applicable law
               and regulations.

          (c)  If the Plan is  terminated by the Board of Directors but the
               Board of Directors  determines  that the Trust Fund shall be
               continued  pursuant to its terms and the  provisions of this
               Section,  no further  contributions  shall be made by either
               Participants  or any  Employer,  but the Trust Fund shall be
               administered as though the Plan were otherwise in full force
               and effect.  If the Trust Fund is  subsequently  terminated,
               the provisions of Section 12.3(b) above shall then apply.

          (d)  In addition to the right to amend or terminate the Plan, any
               Employer  may at any  time,  by  resolution  of its board of
               directors,  discontinue any or all  contributions  under the
               Plan.  Unless  additional action is taken by the Employer in
               connection with a  discontinuance  of  contributions  to the
               Plan, it shall be deemed that Section 12.3(c) is applicable.

12.4      Merger, Consolidation or Transfer
          ---------------------------------

          The  Company  may merge or  consolidate  the Plan with,  transfer
          assets and  liabilities  of the Plan to, or receive a transfer of
          assets and  liabilities  from, any other plan without the consent
          of  any  other   Employer  or  other   person  if  such   merger,
          consolidation  or  transfer is  effectuated  in  accordance  with
          applicable  law and such  other plan  meets the  requirements  of
          Sections   401(a)   and   501(a)  of  the  Code.   No  merger  or
          consolidation  with, or transfer of assets or liabilities to, any
          other plan,  shall be made unless the benefit each Participant in
          this Plan would receive if the Plan were  terminated  immediately
          after such  merger or  consolidation,  or  transfer of assets and
          liabilities,  would be at least as great as the  benefit he would
          have  received had the Plan  terminated  immediately  before such
          merger, consolidation or transfer.


<PAGE>


                                ARTICLE XIII

                               MISCELLANEOUS

13.1      Uniform Administration
          ----------------------

          Whenever,  in the  administration  of the  Plan,  any  action  is
          required  by  an  Employer  or  the   Administrative   Committee,
          including,  but not by way of limitation,  action with respect to
          eligibility  or  classification  of employees,  contributions  or
          benefits,  such  action  shall be uniform in nature as applied to
          all persons similarly  situated and no such action shall be taken
          which will  discriminate in favor of Participants  who are Highly
          Compensated Employees.

13.2      Payments from Trust Fund
          ------------------------

          The  benefits  under the Plan  shall be payable  solely  from the
          Trust Fund and each Participant,  Beneficiary or other person who
          shall  claim the  right to any  payment  under the Plan  shall be
          entitled  to look only to the  Trust  Fund for such  payment.  No
          liability for the payment of benefits or any other payments under
          the Plan shall be imposed upon the Administrative  Committee, the
          Company, any Employer, or the officers, directors or stockholders
          of the Company.

          Except  as  expressly  provided  in  the  Plan,  no  Participant,
          Beneficiary or other person  entitled to benefits may withdraw or
          receive any monies from the Trust Fund.

13.3      Plan Not a Contract of Employment
          ---------------------------------

          Nothing  herein  contained  shall be deemed to give any  Eligible
          Employee or Participant the right to be retained in the employ of
          an Employer  or to  interfere  with the right of the  Employer to
          discharge any Eligible Employee or Participant at any time.

13.4      Applicable Law
          --------------

          Except to the extent  governed by Federal  law, the Plan shall be
          administered  and  interpreted in accordance with the laws of the
          State of Ohio.

13.5      Unclaimed Amounts
          -----------------

          It shall be the sole duty and  responsibility of a Participant or
          Beneficiary to keep the Administrative  Committee apprised of his
          whereabouts  and of his  most  current  mailing  address.  If any
          benefit to be paid under the Plan is unclaimed,  within such time
          period as the Administrative  Committee shall prescribe, it shall
          be forfeited and applied to reduce Employer  contributions and/or
          pay  reasonable  expenses of the Plan in accordance  with Section
          6.2; provided,  however, that such forfeiture shall be reinstated
          if a claim  is made by the  Participant  or  Beneficiary  for the
          forfeited benefit.


<PAGE>


13.6      Severability
          ------------

          If  any  provision  of  this  Plan  is  held  to  be  invalid  or
          unenforceable,  such  determination  shall not  affect  the other
          provisions  of this  Plan.  In such  event,  this  Plan  shall be
          construed  and  enforced  as if  such  provisions  had  not  been
          included herein.

13.7      Employer Records
          ----------------

          The records of a  Participant's  Employer shall be presumed to be
          conclusive   of  the   facts   concerning   his   employment   or
          non-employment,   Periods  of  Service,   Periods  of  Severance,
          Compensation   and  Eligible   Earnings  unless  shown  beyond  a
          reasonable doubt to be incorrect.

13.8      Application of Plan Provisions
          ------------------------------

          This Plan shall be binding on all Participants and  Beneficiaries
          and  upon  heirs,  executors,  administrators,   successors,  and
          assigns of all persons having an interest herein.  The provisions
          of the Plan in no event  shall be  considered  as giving any such
          person any legal or  equitable  right  against the Company or any
          Employer,  any  of  its  officers,   Employees,   directors,   or
          shareholders,  or against the Trustee,  except such rights as are
          specifically  provided  for in the Plan or  hereafter  created in
          accordance with the terms of the Plan.

13.9      IRC 414(u) Compliance Provision
          -------------------------------

          Notwithstanding  any  provision  of the Plan to the  contrary and
          effective as of December 12,  1994,  contributions,  benefits and
          service credit with respect to qualified  military  service shall
          be provided in accordance with Section 414(u) of the Code.

13.10     IRC 125 Compliance Provision
          ----------------------------

          For  purposes of  determining  IRC 414(s)  compensation  (Section
          3.4(c) of the Plan) and IRC 415 compensation  (Section 4.7 of the
          Plan),  amounts under Section 125 of the Code include any amounts
          not  available to a  Participant  in cash in lieu of group health
          coverage because the Participant is unable to certify that he has
          other  health  coverage.  An amount  will be treated as an amount
          under  Section  125 of the  Code  only if the  Employer  does not
          request or collect information  regarding the Participant's other
          health  coverage as part of the enrollment  process of the health
          plan. This Section 13.10 shall apply to Plan Years and limitation
          years beginning on and after January 1, 1998.


<PAGE>


                                ARTICLE XIV

                    PARTICIPATION IN PLAN BY AFFILIATES

14.1      Participation by Affiliate
          --------------------------

          Any member of the Group, for itself or any of its divisions, may,
          with  the  written  consent  of the  Board  of  Directors  of the
          Company,  become a party to this  Plan by  adopting  the Plan for
          some or all of its employees. Upon the filing with the Trustee of
          a certified copy of the resolutions or other documents evidencing
          the  adoption  of this Plan and the  notice to the  Company,  the
          member of the Group shall be included in the Plan as an Employer,
          and shall be bound by all the terms thereof as they relate to its
          employees. Any contributions provided for in the Plan and made by
          such Employer  shall become a part of the Trust Fund and shall be
          held by the Trustee  subject to the terms and  provisions  of the
          Trust Agreement.

14.2      Withdrawal by Affiliate
          -----------------------

          In the event that an  organization  which has become an  Employer
          shall cease to be a member of the Group, such organization  shall
          forthwith be deemed to have withdrawn from the Plan and the Trust
          Agreement.  Also, any 1 or more of the Employers may  voluntarily
          withdraw  from the Plan by giving 6 months'  notice in writing of
          intention  to withdraw to the Board of  Directors  of the Company
          and the  Administrative  Committee (unless a shorter notice shall
          be agreed to by the Board of  Directors  of the  Company  and the
          Administrative  Committee).  The Company may, with the consent of
          the Board of Directors  withdraw  from the Plan at any time,  and
          the Board of Directors may in its discretion at any time withdraw
          the   authorization   of  any   subsidiary  or  any  Employer  to
          participate in the Plan.

          In any of these  circumstances the affected Employees shall cease
          to  be  Participants  under  the  Plan,  and  the  Administrative
          Committee shall arrange for the withdrawal or segregation of such
          Employees'  share of the assets of the Plan,  as  determined by a
          valuation  as of  the  date  of  the  event.  The  Administrative
          Committee  shall have the full discretion as to the nature of the
          funds to be withdrawn or  segregated,  and its valuation  thereof
          for that  purpose  shall be  conclusive.  Unless  a  savings  and
          investment plan substantially similar in form to the Plan or such
          other form as may be approved  by the  Internal  Revenue  Service
          under  Section  401(a) of the Code is  continued  by a  successor
          corporation  for its Employees,  the Plan shall be deemed to have
          terminated  with respect to such  Employees  and such  segregated
          assets  shall  be fully  vested  to them in  accordance  with the
          provisions of Section 12.3. The  Administrative  Committee  shall
          arrange for the disposition of such assets through transfers to a
          successor  trust, as assignment of all or a portion of the rights
          under  any  insurance  contract  or by any  other  means it shall
          determine.

14.3      Special Rule for Corporate Reorganizations
          ------------------------------------------

          In the event the Company  acquires control of any organization by
          purchase of assets or stock, merger, amalgamation,  consolidation
          or any  other  similar  event,  or in the  event  control  of the
          Company  should be  acquired by some other  organization  by such
          means, the Board of Directors,  or the Administrative  Committee,
          or any officer of the Company who has been delegated  appropriate
          authority by the Board of  Directors,  may  authorize  such other
          organization  to  participate  in the Plan  upon  agreement  that
          contributions shall be made as required under the Plan, and shall
          determine to what extent, if any, credit for employment with such
          other  organization  shall be granted as to the employees of such
          other organization for the purpose of determining eligibility and
          vesting rights hereunder.


<PAGE>


                                 ARTICLE XV

                                   LOANS

15.1      Availability
          ------------

          The  Administrative  Committee is  authorized  to  establish  and
          maintain a Participant  loan program and may authorize loans from
          the Plan to  Participants  in such  amounts and  pursuant to such
          terms and procedures as the Administrative  Committee  determines
          in its sole discretion are appropriate,  provided that such loans
          are available to any creditworthy Participant who is an Employee,
          excluding Participants on leave of absence or lay-off,  temporary
          or part-time Employees and terminated Participants,  on a uniform
          and  nondiscriminatory  basis.  Loans shall be permitted  for any
          purpose.

15.2      Terms and Procedures
          --------------------

          All loans shall be granted in accordance with the following terms
          and procedures:

          (a)  The amount of any loan to a Participant shall not exceed the
               lesser of (1)  $50,000  reduced by the excess of the highest
               outstanding   loan  balance  of  the   Participant's   loans
               outstanding  during the  immediately  prior 12-month  period
               (ending  the day  before the new loan is  granted)  over the
               outstanding  balance of all loans to the  Participant on the
               date  the  new  loan  is  made;  or  (2) 50  percent  of the
               Participant's  Vested  Interest.  All  loans  shall be for a
               minimum amount of $1,000.

          (b)  All  loans   shall  be  subject  to  the   approval  of  the
               Administrative Committee or its agent.

          (c)  An application for a loan by a Participant  shall be made on
               an Appropriate Form sent to the Administrative  Committee or
               its agent, whose action thereon shall be final.

          (d)  The period of repayment  for any loan shall be arrived at by
               mutual agreement between the Administrative Committee or its
               agent and the  borrower,  but all loans shall become due and
               payable upon  termination of employment and the period in no
               event shall exceed 5 years.

          (e)  Each loan shall bear a  reasonable  rate of  interest  to be
               determined by the Administrative  Committee to be comparable
               to  commercial  lending  rates  on  bank  loans  secured  by
               certificates  of deposit in the area at the time the loan is
               made.  The  interest  rate on any new loan  that is  granted
               shall be  redetermined  from time to time  pursuant  to such
               uniform and  nondiscriminatory  rules as the  Administrative
               Committee shall prescribe. Each loan shall be secured by the
               present and future balance in the  Participant's  account or
               by such other security as the  Administrative  Committee may
               deem to be adequate.

          (f)  Each loan shall be treated as a separate  investment  of the
               funds credited to such Participant's  Accounts.  Loans shall
               be made from the Investment  Funds maintained under the Plan
               in such order of priority as the  Administrative  Committee,
               pursuant to a uniform and  nondiscriminatory  policy,  shall
               direct.  Payments by a Participant on any such loan shall be
               credited  to  such  Participant's  account  in  the  various
               Investment   Funds   in   the   same   proportions   as  the
               Participant's current investment option election at the time
               loan payments are made.

          (g)  No  distribution  shall be made to any Participant or former
               Participant  or to a  Beneficiary  of any  such  Participant
               unless and until all  unpaid  loans to such  Participant  or
               former Participant, including accrued interest thereon, have
               been paid. In the event of termination  of  employment,  any
               distribution  of  Account  balances  shall be reduced by and
               applied  to repay the amount of any  outstanding  plan loans
               and accrued interest thereon.

          (h)  A Participant may not have more than one loan outstanding at
               any time.

          (i)  Repayment of loans shall be by payroll  deduction,  or other
               approved method, on a level amortization  basis, except that
               a Participant may repay the outstanding principal balance of
               his loan at any time after one year.

          (j)  In the event a  Participant  defaults  on a Plan  loan,  the
               entire  unpaid  balance  of the loan  shall  become  due and
               payable immediately. A Participant will default on a loan if
               any of the following events occur:

               (i)  The termination of the Participant's employment with an
                    Employer for any reason (including death);

               (ii) Failure  of the  Participant  to make  any  payment  of
                    principal or interest on the loan on or before the date
                    such payment is due;

               (iii)Failure of the  Participant  to perform or observe  any
                    of  his  covenants,  duties  or  agreements  under  the
                    promissory  note  executed  by  the  Participant   with
                    respect to the loan;

               (iv) Receipt by the Plan of opinion of counsel to the effect
                    that (A) the Plan will, or could,  lose its status as a
                    qualified  plan under Code  Section  401(a)  unless the
                    loan  is  repaid  or  (B)  the  loan  violates,  or may
                    violate, any provision of the ERISA;

               (v)  Any portion of the Participant's account that is not in
                    excess of the amount that has been  pledged as security
                    for the  loan  becomes  payable  from  the  Plan to the
                    Participant,  to any Beneficiary of the Participant, or
                    to any "alternate payee" of the Participant pursuant to
                    any qualified  domestic  relations order (as defined in
                    Code Section 414(p)); or

               (vi) The Participant  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 the  federal  Bankruptcy
                    Code or under any applicable  state  insolvency law, or
                    there  is  commenced   against  the   Participant   any
                    bankruptcy,  insolvency,  or other  similar  proceeding
                    which remains  undismissed  for a period of 60 days (or
                    the  Participant  by an act  indicates  his consent to,
                    approval of, or acquiescence in any such proceeding).

          (k)  In the event a default on a Participant  loan occurs and the
               Participant  does not pay the entire  unpaid  balance of the
               loan (with accrued unpaid  interest)  within 5 business days
               after the date the default occurs, the Participant's  Vested
               Interest  under the Plan that has been  pledged as  security
               for repayment of the Plan loan shall be applied immediately,
               to the extent required,  to pay the entire unpaid balance of
               the  loan  (and  all  accrued  unpaid   interest   thereon).
               Notwithstanding   the   foregoing,   no   portion   of   the
               Participant's account consisting of, or attributable to, the
               Participant's elective deferrals (as defined in Code Section
               402(g))  shall  be  actually  distributed  for  purposes  of
               eliminating  the  default  before  the date the  Participant
               terminates  employment  with the  Employer,  or if  earlier,
               attains age 59-1/2.

          (l)  Failure by the Administrative  Committee to strictly enforce
               Plan rights  with  respect to a default on a Plan loan shall
               not constitute a waiver of such rights.


<PAGE>


                                ARTICLE XVI

                     DETERMINATION OF TOP-HEAVY STATUS

16.1      General
          -------

          Notwithstanding any other provisions of the Plan to the contrary,
          for any Plan Year in which the Plan is a Top-Heavy  Plan or Super
          Top-Heavy  Plan, the provisions of this Article shall apply,  but
          only to the extent required by Section 416 of the Code.

16.2      Top-Heavy Plan
          --------------

          This Plan shall be Top-Heavy and an Aggregation  Group shall be a
          Top-Heavy  Group if, as of the  Determination  Date for such Plan
          Year, the sum of the cumulative  accrued  benefits and cumulative
          accounts of Key Employees for the Plan Year exceeds 60 percent of
          the  aggregate  of all the  cumulative  accounts  and  cumulative
          accrued benefits.

          (a)  If the Plan is not included in a Required  Aggregation Group
               with other  plans,  then it shall be  Top-Heavy  only if (i)
               when considered by itself it is a Top-Heavy Plan and (ii) it
               is not  included in a Permissive  Aggregation  Group that is
               not a Top-Heavy Group.

          (b)  If the Plan is included in a Required Aggregation Group with
               other  plans,  it shall be  Top-Heavy  only if the  Required
               Aggregation  Group,  including any  permissively  aggregated
               plans, is Top-Heavy.

16.3      Super Top-Heavy Plan
          --------------------

          This  Plan  shall  be a Super  Top-Heavy  Plan if it  would  be a
          Top-Heavy Plan under Section 16.2, by substituting 90 percent for
          60 percent.

16.4      Cumulative Accrued Benefits and Cumulative Accounts
          ---------------------------------------------------

          The   determination  of  the  cumulative   accrued  benefits  and
          cumulative  accounts  under the Plan shall be made in  accordance
          with Treasury Regulation Section 1.416-1 T-24 and 25. The present
          values of accrued benefits and the amounts of account balances of
          an Employee as of the  Determination  Date shall be  increased by
          the  distributions  made with respect to the  Employee  under the
          Plan  and  any  plan  aggregated  with  the  plan  under  Section
          416(g)(2)  of the Code  during  the 1-year  period  ending on the
          Determination  Date.  The preceding  sentence shall also apply to
          distributions  under a  terminated  plan  which,  had it not been
          terminated,  would  have  been  aggregated  with the  Plan  under
          Section   416(g)(2)(A)(i)   of  the  Code.   In  the  case  of  a
          distribution  made  for  a  reason  other  than  separation  from
          service, death, or disability, this provision shall be applied by
          substituting  "5-year period" for "1-year period".  However,  the
          accrued  benefits  and  accounts  of any  individual  who has not
          performed  services  for an  Employer  during the  1-year  period
          ending on the Determination Date shall not be taken into account.

16.5      Definitions
          -----------

          (a)  "Aggregation  Group"  means  either a  Required  Aggregation
               Group or a Permissive Aggregation Group.

          (b)  "Determination  Date"  means with  respect to any Plan Year,
               the last day of the  preceding  Plan Year, or in the case of
               the first  Plan Year of any plan,  the last day of such Plan
               Year,  or such other date as permitted  by the  Secretary of
               the Treasury or his delegate.

          (c)  "Key  Employee"  means any Employee or former  Employee (and
               the  Beneficiaries  of such Employee) who at any time during
               the Plan Year that  includes the  Determination  Date was an
               officer of an Employer  having  annual IRC 415  compensation
               (as  defined in  Section  4.7)  greater  than  $130,000  (as
               adjusted under Section  416(i)(1) of the Code for Plan Years
               beginning  after December 31, 2002), a 5-percent owner of an
               Employer,  or a 1-percent  owner of an  Employer  who has an
               annual  IRC 415  compensation  of more  than  $150,000.  For
               purposes of this subparagraph, no more than 50 Employees (or
               if lesser,  the greater of 3 or 10 percent of the Employees)
               shall be treated as officers.

          (d)  "Non-Key  Employee" means those  individuals who are not Key
               Employees and includes former Key Employees.

          (e)  "Permissive  Aggregation Group" means a Required Aggregation
               Group plus any other plans selected by the Company  provided
               that all such plans when  considered  together  satisfy  the
               requirements of Section 401(a)(4) and 410 of the Code.

          (f)  "Required  Aggregation Group" means a plan maintained by the
               Company in which a Key  Employee is a  participant  or which
               enables any plan in which a Key Employee is a participant to
               meet the  requirements  of Section  401(a)(4) of the Code or
               Section  410 of the Code.  The  Required  Aggregation  Group
               shall  include  any plan  which  would,  but for the fact it
               terminated, be included in the terms of this definition.


<PAGE>


16.6      Vesting
          -------

          For each  Plan  Year in  which  the  Plan is  Top-Heavy  or Super
          Top-Heavy,  the minimum vesting requirements of Section 416(b) of
          the Code shall be satisfied by use of the following schedule:

                    YEARS OF VESTING           VESTED PERCENTAGE
                    SERVICE
                    Less than 3 years               0 percent
                    3 years or more               100 percent

16.7      Compensation
          ------------

          For each Plan Year  Compensation  shall not exceed the limitation
          in effect under Section 1.16 for such year.

16.8      Minimum Contributions
          ---------------------

          For each  Plan  Year in  which  the  Plan is  Top-Heavy  or Super
          Top-Heavy,  minimum Employer  contributions for a Participant who
          is a Non-Key  Employee  shall be required to be made on behalf of
          each  Participant  who is employed by an Employer on the last day
          of the Plan Year. The amount of minimum contribution shall be the
          lesser of the following  percentages of IRC 415  compensation (as
          defined in Section 4.7 for purposes of Annual Additions):

          (a)  Three percent, or

          (b)  The highest  percentage at which Employer  contributions  or
               forfeitures  are made  under  the Plan for the Plan  Year on
               behalf of any Key Employee.

          For purposes of this Section 16.8, all defined contribution plans
          included in a Required  Aggregation Group shall be treated as one
          plan.

          In  the  case  of  a   Participant   under  this  Plan  who  also
          participates in a defined benefit pension plan of a member of the
          Group which contains  provisions  intended to comply with Section
          416 of the Code in the event such plan becomes a Top-Heavy  plan,
          the defined  benefit  pension  plan will  provide  the  top-heavy
          minimum  benefit  which  will be offset by the  benefit  provided
          under this Plan.

16.9      Defined Benefit and Defined Contribution Plan Fractions
          -------------------------------------------------------

          In order to comply with the requirements of Section 416(h) of the
          Code,  in  the  case  of  a  Participant   who  is  or  has  also
          participated  in a defined  benefit  plan of the  Company  or any
          member  of the  Group  in any  Plan  Year in  which  the  Plan is
          Top-Heavy,  there shall be imposed  under this Plan the following
          limitation in addition to any limitation  which may be imposed as
          described  in  Section  4.7.  In any such year  beginning  before
          January 1, 2000, for purposes of satisfying  the aggregate  limit
          on  contributions  and benefits  imposed by Section 415(e) of the
          Code,   benefits   payable  from  this  Plan  shall,   except  as
          hereinafter  described,  be reduced so as to comply  with a limit
          determined in  accordance  with Section  415(e) of the Code,  but
          with the number "1.0"  substituted  for the number  "1.25" in the
          "defined benefit plan fraction" (as defined in Section  415(e)(3)
          of the Code).

          Notwithstanding   the  foregoing,   if  the  application  of  the
          additional limitation set forth in this Section 16.9 would result
          in the  reduction of accrued  benefits of any  Participant  under
          this Plan, such additional limitation shall not become operative,
          so long as (1) no  additional  contributions  by  Group  members,
          forfeitures   or  voluntary   nondeductible   contributions   are
          allocated  to  such  Participant's  accounts  under  any  defined
          contribution  plan maintained by the Company  including this Plan
          and (2) no additional  benefits accrue to such Participant  under
          any defined benefit plan maintained by the Company.

16.10     Method of Determining Accrued Benefit
          -------------------------------------

          Solely for the purpose of  determining  if the Plan, or any other
          plan included in a Required  Aggregation Group of which this Plan
          is a part is  Top-Heavy,  the  accrued  benefit of a  Participant
          other  than a Key  Employee  shall be  determined  under  (1) the
          method,  if any, that uniformly  applies for the accrual purposes
          under all plans  maintained  by the  Company  or any other  Group
          member,  or (2) if there is no such  method,  as if such  benefit
          accrued not more rapidly than the slowest  accrual rate permitted
          under the fractional accrual rate of Section  411(b)(1)(C) of the
          Code.

16.11     Change in Statute Automatically Incorporated
          --------------------------------------------

          In the event that  Congress  should  provide by  statute,  or the
          Treasury  Department should provide by regulation or ruling, that
          the  limitations  provided  in this  Article  XVI  are no  longer
          necessary for the Plan to meet the requirements of Section 401 of
          the Code or other applicable law then in effect, such limitations
          shall  become  void  and  shall  no  longer  apply,  without  the
          necessity of further amendment to the Plan.

Adopted by Mettler-Toledo, Inc., this           day of            ,          .



                                    METTLER-TOLEDO, INC.

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

                                    Title:
                                          -------------------------------


<PAGE>


                                 APPENDIX A

           SPECIAL PROVISIONS PERTAINING TO CERTAIN EMPLOYEES OF
                       METTLER INSTRUMENT CORPORATION

A.1       Purpose and Construction
          ------------------------

          The purpose of this Appendix A is to evidence special  provisions
          applicable to certain employees of Mettler Instrument Corporation
          ("MICo")  affected  by the merger of the MICo Plan into the Plan,
          effective  July 1, 1994.  The provisions of this Appendix A shall
          apply to the individuals as specified  herein.  To the extent the
          provisions of the Plan, as applicable to these  individuals,  are
          inconsistent   with  the  provisions  of  this  Appendix  A,  the
          provisions  of Appendix A shall  govern.  Words and phrases  used
          herein with initial  capital letters which are defined in Article
          I of the Plan are used herein as so defined.

A.2       Pre-Merger Date Service of MICo Employees
          -----------------------------------------

          The period of  employment of an employee of MICo prior to July 1,
          1994 which  shall be  recognized  as  Period(s)  of  Service  and
          Year(s) of Vesting Service  hereunder as of July 1, 1994 shall be
          determined  under Sections 1.41 and 1.68  respectively,  treating
          MICo for such  purpose as having been an Employer  hereunder  for
          all relevant periods;  provided,  however, that in no event shall
          such  determination  result in  Periods  of  Service  or Years of
          Vesting  Service  which are less than  that  Service  accumulated
          under the MICo Plan as of June 30, 1994.

A.3       Vesting of Certain Participants in MICo Plan
          --------------------------------------------

          Notwithstanding  the  provisions  of  Section  6.1,  the  Company
          Matching Contribution Account of an individual who, as of July 1,
          1994, is both an Employee of MICo and a  Participant  in the Plan
          shall be 100% nonforfeitable at all times. All Eligible Employees
          of MICo other  than those  described  in the  preceding  sentence
          shall become vested in Company Matching Contributions made on his
          behalf  on  and  after  July  1,  1994  in  accordance  with  the
          provisions  of Section  6.1,  reflecting  for this  purpose,  the
          provisions  of Section A.2 above.  In no event shall this Section
          A.3  alter  a  Participant's  vested  percentage  in his  Account
          attributable to employer  contributions  made under the MICo Plan
          prior to July 1, 1994 and earnings on such contributions.


<PAGE>


                                 APPENDIX B

                              BONUS DEFERRALS

B.1       Purpose and Construction
          ------------------------

          The purpose of this Appendix B is to evidence special  provisions
          applicable to certain  Employees who are provided herein with the
          opportunity to defer all or part of specified  bonuses which they
          may otherwise receive from the Employers.  The provisions of this
          Appendix  B shall  apply to the  Employees  described  herein and
          shall be effective for Plan Years  beginning on and after January
          1, 1996. To the extent the  provisions of the Plan, as applicable
          to these Employees,  are inconsistent with the provisions of this
          Appendix B, the provisions of Appendix B shall govern.  Words and
          phrases  used  herein  with  initial  capital  letters  which are
          defined in Article I of the Plan are used herein as so defined.

B.2       Eligibility
          -----------

          (a)  Notwithstanding  Sections  2.1  and  3.1  of  the  Plan,  an
               Employee  who  satisfies  the  criteria  specified  in  this
               Section  B.2 with  respect  to a given  Plan  Year  shall be
               eligible  to defer a  specified  portion  (as  described  in
               Section  B.3)  of  a  given  Bonus  Amount  (as  hereinafter
               defined)  applicable  to such Plan Year by giving  Notice to
               the Administrative Committee on or before the Bonus Deferral
               Election Date specified in this Section B.2. With respect to
               any given  Employee,  "Bonus  Amount"  shall mean the annual
               bonus that may be payable  for any given year  beginning  on
               and after January 1, 1996 under the  Employer's  Performance
               Dividend Plan.

          (b)  An Employee  shall be eligible to defer a Bonus  Amount with
               respect to a given Plan Year if:

               (i)  The Employee is expected to be an Eligible  Employee as
                    of the  January  1 of the Plan  Year in which the Bonus
                    Amount is otherwise payable;

               (ii) The Administrative Committee, in its discretion, elects
                    to treat  Bonus  Amounts  applicable  to the given Plan
                    Year as eligible for deferral under the Plan; and

               (iii)The  Employee is not a Highly  Compensated  Employee as
                    of the Bonus  Deferral  Election  Date (as  hereinafter
                    defined);

               provided,  however, that an election to defer a Bonus Amount
               shall  only be given  effect if the  Employee  is in fact an
               Eligible  Employee  as of  the  date  the  Bonus  Amount  is
               otherwise payable.  For purposes hereof, the "Bonus Deferral
               Election  Date" with respect to any given Bonus Amount shall
               be the December 1 of the calendar year immediately preceding
               the  calendar  year in which the Bonus  Amount is  otherwise
               payable.  No Participant may suspend or otherwise change the
               deferral of any Bonus Amount  following the expiration of 30
               days from the Bonus Deferral Election Date.

B.3       Bonus Amount Deferrals
          ----------------------

          Subject to the  limitations  of Sections 3.4 and 3.5 of the Plan,
          that  portion  of a  Bonus  Amount  that  may be  deferred  by an
          Eligible Employee who satisfies the criteria specified in Section
          B.2 shall be from 0 percent to 100 percent of such Bonus  Amount,
          in  multiples  of 25 percent.  The Bonus Amount which an Eligible
          Employee  elects to defer  shall be  credited  to the  Employee's
          Basic  Salary  Reduction  Account and a  corresponding  reduction
          shall  be made  in the  Bonus  Amount  otherwise  payable  to the
          Eligible  Employee  in cash.  The  election  with  respect to the
          deferral of a Bonus  Amount for any given year shall not apply to
          any  subsequent  year.  Except as provided under Section B.5, any
          Bonus Amount  deferred  hereunder shall be invested in accordance
          with the elections in effect under Section 7.2 of the Plan at the
          time of deferral.

B.4       Treatment of Bonus Amount Deferrals
          -----------------------------------

          Notwithstanding any provision of the Plan to the contrary:

          (a)  In no event shall  Company  Matching  Contributions  or Safe
               Harbor  Matching  Contributions  be made with respect to any
               deferral of a Bonus Amount;

          (b)  A  Participant  who  is  ineligible  to  make  Basic  Salary
               Reduction  Contributions under Section 2.4 of the Plan shall
               likewise  be  ineligible  to make a  deferral  of any  Bonus
               Amount; and

          (c)  The limitations on Basic Salary Reduction  Contributions and
               the   provisions   pertaining  to  Basic  Salary   Reduction
               Contributions  in  the  following  Plan  sections  shall  be
               equally applicable to deferrals of Bonus Amounts as follows:

               (i)  Sections 3.4 and 3.5:  deferrals of Bonus Amounts shall
                    be treated as Basic Salary Reduction  Contributions for
                    the Plan Year in which the Bonus  Amounts are otherwise
                    payable;

               (ii) Section  4.7:  deferrals  of  Bonus  Amounts  shall  be
                    included  in  "Annual  Additions"  for the Plan Year in
                    which the Bonus Amounts are otherwise payable and shall
                    be treated as Basic Salary Reduction  Contributions for
                    purposes of the corrective mechanisms described;

               (iii)Section  4.8(k):  deferrals  of  Bonus  Amounts  may be
                    treated as Basic Salary Reduction Contributions for the
                    Plan  Year in which  the Bonus  Amounts  are  otherwise
                    payable  in  the   discretion  of  the   Administrative
                    Committee;

               (iv) Section  8.2(b)(iii)  and  (iv):   deferrals  of  Bonus
                    Amounts  shall be  treated  as Basic  Salary  Reduction
                    Contributions  for the  Plan  Year in which  the  Bonus
                    Amounts  are  otherwise  payable  for  purposes  of the
                    limitations described;

               (v)  Section  9.4:  deferrals  of  Bonus  Amounts  shall  be
                    treated as Basic  Salary  Reduction  Contributions  for
                    purposes of the limitations described.

B.5       New Participants
          ----------------

          In the event an Eligible  Employee first becomes a Participant in
          connection  with  his  election  to  defer a Bonus  Amount,  such
          Employee,  in providing  Notice  specified in Section B.2,  shall
          make  an  investment  election  from  among  those  options  then
          available  under Section 7.1 and shall designate a Beneficiary on
          the Appropriate  Form provided by the  Administrative  Committee.
          Such election and  designation  may be changed in accordance with
          the applicable  provisions of the Plan,  treating,  to the extent
          necessary  under Plan Section 7.2, the deferral of a Bonus Amount
          as a Basic Salary Reduction Contribution.


<PAGE>


                                 APPENDIX C

           SPECIAL PROVISIONS PERTAINING TO CERTAIN EMPLOYEES OF
                         ASI APPLIED SYSTEMS, INC.

C.1       Purpose and Construction
          ------------------------

          The purpose of this Appendix C is to evidence special  provisions
          applicable to ASI Employees.  To the extent the provisions of the
          Plan, as applicable to these  individuals,  are inconsistent with
          the  provisions of this Appendix C, the  provisions of Appendix C
          shall govern.

C.2       Definitions
          -----------

          (a)  "ASI"  means  ASI  Applied  Systems,  Inc.,  a  wholly-owned
               subsidiary  of the  Company  formed in  connection  with the
               acquisition of certain assets of Former ASI.

          (b)  "ASI  Employee"  means any  Employee  in the  employ of ASI,
               including a Former ASI Employee.

          (c)  "ASI Plan" means the ASI  Employees'  Profit  Sharing Plan &
               Trust,  and any successor  thereto,  in effect as of a given
               date hereunder.

          (d)  "Employer Profit Sharing  Contribution" means a contribution
               which,  in the  discretion of the Board,  may be made to the
               Plan on behalf of certain ASI Employees  with respect to any
               given Plan Year. Any Employer  Profit  Sharing  Contribution
               shall be  allocated  as  provided  in  Section  C. 7 of this
               Appendix.

          (e)  "Employer  Profit  Sharing  Contribution  Account" means the
               separate Account  maintained for a Participant who is an ASI
               Employee to record his share of the Trust Fund  attributable
               to Employer Profit Sharing Contributions made on his behalf.

          (f)  "Former ASI" means ASI Applied  Systems,  LLC as said entity
               was in  effect  prior to the date as of  which  the  Company
               acquired   assets   relating  to  said   entity's   reaction
               monitoring operations.

          (g)  "Former ASI  Employee"  means any employee of Former ASI who
               became an Employee of ASI in  connection  with the Company's
               acquisition  of assets  relating  to Former  ASI's  reaction
               monitoring operations.


<PAGE>


C.3       Eligibility of ASI Employees
          ----------------------------

          Notwithstanding  Section  2.1(a)  of the Plan,  any ASI  Employee
          employed  by  ASI as of  May  31,  1999  and  who is an  Eligible
          Employee as of June 1, 1999,  shall become a  Participant  in the
          Plan and shall be  eligible to commence  Basic  Salary  Reduction
          Contributions in accordance with Section C.6 below.

          Any ASI Employee with an Employment Commencement Date on or after
          June 1, 1999 shall  become a  Participant  as of the first day of
          the calendar year quarter  coincident  with or next following the
          latest of (i) the date on which he becomes an ASI Employee,  (ii)
          the date on which he becomes an Eligible Employee,  and (iii) the
          date on which he  completes a 1-year  Period of Service.  Such an
          ASI Employee shall be eligible to commence Basic Salary Reduction
          Contributions as of any Enrollment Date on or following such date
          of participation.

          Effective for Plan Years  beginning on and after January 1, 2003,
          ASI shall be considered an Excluded Entity,  the participation in
          the Plan of any ASI Employee  shall be frozen and no ASI Employee
          may become a Participant in the Plan.

C.4       Pre-Merger Date Service of ASI Employees
          ----------------------------------------

          A Former ASI Employee's  Period of Service shall include  periods
          of  service  with ASI and Former  ASI in  addition  to periods of
          service with Spectra-Tech, Inc. and Spectra-Tech Applied Systems,
          Inc. as provided for in the ASI Plan.

C.5       Vesting of Certain Participants in ASI Plan
          -------------------------------------------

          Notwithstanding the provisions of Section 6.1, the Accounts of an
          individual  who, as of May 31, 1999, is an ASI Employee  shall be
          100%  nonforfeitable  at all  times.  Any  ASI  Employee  with an
          Employment  Commencement  Date on or  after  June 1,  1999  shall
          become vested in the Employer Profit Sharing Contribution Account
          maintained  on his behalf in  accordance  with the  provisions of
          Section  6.1  of  the  Plan  as if the  Employer  Profit  Sharing
          Contribution Account was a Company Matching Contribution Account.

C.6       Basic Salary Reduction Contribution
          -----------------------------------

          Any ASI Employee in the employ of ASI as of May 31, 1999, and who
          is an Eligible  Employee as of June 1, 1999,  may commence  Basic
          Salary  Reduction   Contributions  as  soon  as  administratively
          practicable  following June 1, 1999, or as of any Enrollment Date
          thereafter,  by satisfying the procedural  requirements set forth
          in  Article  II  of  the  Plan.  Notwithstanding  the  percentage
          limitations  set forth in Section 3.1 of the Plan (but subject to
          such other restrictions  contained in Article III thereof),  such
          an ASI Employee may elect Basic Salary Reduction Contributions in
          an  amount   from  1  percent   through  25  percent   (in  whole
          percentages)  of Compensation  otherwise  payable for pay periods
          ending after his Basic Salary Reduction  Contribution election is
          first effective and before January 1, 2000.

          Effective for Plan Years  beginning on and after January 1, 2000,
          each ASI  Employee  shall be eligible to  designate  Basic Salary
          Reduction  Contributions  in  accordance  with Article III of the
          Plan.

          Effective for Plan Years  beginning on and after January 1, 2003,
          an ASI  Employee  shall not be eligible to have an Employer  make
          Basic Salary Reduction Contributions to the Plan on his behalf.

C.7       Employer Profit Sharing Contributions
          -------------------------------------

          As of any given Plan Year  beginning  before January 1, 2003, the
          Board may  decide  whether  to make an  Employer  Profit  Sharing
          Contribution on behalf of eligible ASI Employees participating in
          the Plan. To be eligible for an allocation of any Employer Profit
          Sharing Contribution made for a given Plan Year, the ASI Employee
          must be an Eligible  Employee,  must earn at least 1,000 Hours of
          Service  during  such Plan Year,  and must be  employed as of the
          last  day  of  such  Plan  Year.  The  Employer   Profit  Sharing
          Contribution   shall  be   allocated  to  eligible  ASI  Employee
          Participants  in the ratio that each such eligible  Participant's
          Compensation   for  the  given  Plan  Year  bears  to  the  total
          Compensation of all such eligible Participants for the given Plan
          Year.  Compensation  as used  in this  Section  C.7  shall  be as
          defined  in Section  1.16 of the Plan  provided  that,  effective
          January 1, 2001,  Compensation  for  purposes of this Section C.7
          shall  include  all  amounts  currently  not  included  in an ASI
          Employee's  gross income by reason of Section 125,  132(f)(4) and
          402(e)(3) of the Code.

          The following shall also be applicable to Employer Profit Sharing
          Contributions:

          (a)  An Employer  Profit  Sharing  Contribution  Account shall be
               maintained   on  behalf  of  each   eligible   ASI  Employee
               Participant;

          (b)  Investment   direction  of  the  Employer   Profit   Sharing
               Contribution  Account  maintained on behalf of a Participant
               shall be implemented  in accordance  with Article VII of the
               Plan; and

          (c)  The  forfeiture  provisions in Section 6.2 of the Plan shall
               also apply to nonvested Employer Profit Sharing Contribution
               Accounts.

          Effective for Plan Years  beginning on and after January 1, 2003,
          an ASI Employee shall not be eligible to have an Employer  Profit
          Sharing Contribution made to the Plan on his behalf.

C.8       Other Employer Contributions Not Applicable
          -------------------------------------------

          ASI Employees  participating in the Plan shall not be eligible to
          participate in the Company  Matching  Contribution  provisions of
          Section 4.1 of the Plan,  the Safe Harbor  Matching  Contribution
          provisions of Section 4.2 of the Plan,  the Savings  Contribution
          provisions of Section 4.3 of the Plan,  the Special  Contribution
          Provisions  of  Section  4.4  of  the  Plan  and  the  Transition
          Contribution provisions of Section 4.5 of the Plan.

C.9       Transfer of Accounts of Former ASI Employees
          --------------------------------------------

          Effective  as of  July  1,  1999,  or as  soon  thereafter  as is
          administratively  practicable,  accounts maintained under the ASI
          Plan on behalf of Former ASI Employees shall be transferred  from
          the ASI Plan to the Plan.  Records of such  transferred  accounts
          shall  be kept in such  manner  as the  Administrative  Committee
          shall determine, provided that all protected benefits, rights and
          features  appurtenant  to  such  transferred  accounts  shall  be
          preserved  under the Plan to the extent  preservation is required
          under Section 411(d)(6) of the Code.

C.10      Spinoff of Accounts of ASI Employee Participants
          ------------------------------------------------

          Effective  as of close of business on December  31,  2002,  or as
          soon  thereafter as  administratively  practicable,  all Accounts
          maintained  under the Plan on behalf of Participants who are then
          ASI  Employees  shall be  spunoff to  another  qualified  defined
          contribution  plan  maintained  by an Employer  in a  transaction
          satisfying  the  requirements  of  Section  12.4 of the  Plan and
          Sections 401(a)(12) and 414(l) of the Code.


<PAGE>


                                 APPENDIX D

           SPECIAL PROVISIONS PERTAINING TO CERTAIN EMPLOYEES OF
                               SAFELINE, INC.

D.1       Purpose and Construction
          ------------------------

          The purpose of this Appendix D is to evidence special  provisions
          applicable to employees of Safeline,  Inc.  ("Safeline") who were
          participants in the Safeline,  Inc. 401(k) Plan ("Safeline Plan")
          as of October 1, 1999,  the  effective  date of the merger of the
          Safeline Plan into the Plan. Except as otherwise provided in this
          Appendix D, the provisions of the Plan other than this Appendix D
          shall apply to  employees  of  Safeline  on and after  October 1,
          1999. To the extent the  provisions of the Plan, as applicable to
          these  individuals,  are inconsistent with the provisions of this
          Appendix D, the provisions of Appendix D shall govern.

D.2       Pre-Merger Date Service of Safeline Employees
          ---------------------------------------------

          The period(s) of  employment of an employee of Safeline  prior to
          October 1, 1999 which shall be recognized as Period(s) of Service
          and Year(s) of Vesting  Service  hereunder  as of October 1, 1999
          shall be determined  under  Sections 1.41 and 1.68  respectively,
          treating  Safeline  for such  purpose as having  been an Employer
          hereunder for all relevant periods; provided, however, that in no
          event  shall such  determination  result in Periods of Service or
          Years  of  Vesting  Service  which  are  less  than  the  service
          accumulated under the Safeline Plan as of October 1, 1999.

D.3       Vesting of Safeline Plan Participant
          ------------------------------------

          Notwithstanding the provisions of Section 6.1, the Accounts of an
          individual  who, as of September  30, 1999,  was both an Employee
          and a  participant  in the Safeline Plan shall become 100% vested
          and  nonforfeitable,  without regard to Periods of Service,  upon
          such individual's  attainment of age 55, provided such individual
          is then an Employee.

D.4       Certain Employer Contributions Not Applicable
          ---------------------------------------------

          Employees  of  Safeline  participating  in the Plan  shall not be
          eligible to participate in the Safe Harbor Matching  Contribution
          provisions of Section 4.2 of the Plan,  the Savings  Contribution
          provisions of Section 4.3 of the Plan,  the Special  Contribution
          provisions   of  Section   4.4  of  the  Plan,   the   Transition
          Contribution  provisions  of  Section  4.5 of the  Plan  and  the
          Discretionary Contribution provisions of Section 4.6 of the Plan.

D.5       Cessation of Participation and Spinoff of Safeline Participants
          ---------------------------------------------------------------

          (a)  Effective  for Plan Years  beginning on and after January 1,
               2003,  Safeline shall be considered an Excluded Entity,  the
               participation  in the Plan of Employees of Safeline shall be
               frozen and no Employee of Safeline may become a  Participant
               in the Plan. Further, on and after such date, an Employee of
               Safeline  shall not be  eligible  to have an  Employer  make
               Basic  Salary  Reduction  Contributions  to the  Plan on his
               behalf.

          (b)  Effective as of close of business on December  31, 2002,  or
               as soon  thereafter  as  administratively  practicable,  all
               Accounts maintained under the Plan on behalf of Participants
               who are the  Employees  of  Safeline  shall  be  spunoff  to
               another qualified defined contribution plan maintained by an
               Employer in a transaction  satisfying  the  requirements  of
               Section 12.4 of the Plan and Sections  401(a)(12) and 414(l)
               of the Code.


<PAGE>



                                 EXHIBIT I

                           SPECIAL CONTRIBUTIONS

         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            000703                    78.35               10
            000706                   207.38                5
            000708                   210.33                5
            000712                   264.99                2
            000717                    99.76               10
            000719                    58.41               15
            000730                    34.41               15
            000735                    36.69               15
            000737                    27.47               15
            000738                    30.99               15
            000740                   279.11                5
            000749                    39.18               15
            000751                    45.98               15
            000752                   295.55                5
            000812                   147.04                5
            000913                   113.62               10
            000914                    50.53               15
            000916                   168.56               10
            000918                    44.21               15
            000923                   148.60                5
            000928                   311.00                4
            000929                   178.28                4
            000931                    38.79               15
            000940                    69.86               15
            000943                    65.47               10
            000946                    51.05               15
            000950                    21.22               15
            000951                   311.40                5
            000953                   342.26                5
            000964                   255.34               10
            006257                   372.60                5
            008174                   111.03               10

<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            008546                   475.16                5
            008569                   222.51               10
            008728                    64.84               15
            008752                   170.19               10
            008869                   198.89               10
            009009                   130.54               15
            009168                    78.85               15
            009210                   687.83               10
            009230                   212.10               10
            009254                   176.12               10
            009265                   327.27                5
            009292                    55.82               15
            009531                   110.10               10
            009534                   922.88                5
            009549                   171.65               10
            009555                    26.60               15
            009683                    93.35               10
            009702                   115.85               10
            009708                   125.74               10
            009725                   121.07               10
            009740                    91.96               10
            009778                    56.30               15
            009802                    67.95               10
            009817                    30.57               15
            009882                    29.97               15
            009955                    68.48               15
            009968                   148.64               10
            009994                   335.33                4
            010030                   132.78               15
            010101                   763.52                5
            010104                   295.10                5
            010109                   143.55               10
            015114                   240.56               10
            015189                   271.43               15
            015382                   276.15               10
            020202                   224.08               10
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            020207                   394.49                5
            020208                   141.56               10
            020217                    63.08               15
            020220                   161.38               10
            022569                   121.26               15
            022668                    85.54               10
            026827                   118.47               10
            030007                   185.85               10
            030015                   148.65               10
            030038                   103.52               10
            030079                   101.12               10
            030081                   110.27               10
            030110                    96.32               10
            030129                   138.04               10
            030161                   168.62               10
            030164                    25.10               15
            030175                   140.56               10
            030187                   102.84               10
            030196                    37.20               15
            030218                    58.01               15
            030221                    36.22               15
            030226                   231.44                5
            030261                   292.10               10
            030277                    77.29               15
            030278                   873.40                5
            030304                    28.78               15
            030341                    51.85               15
            030349                    49.79               15
            030357                    58.98               10
            030360                   285.82                5
            030363                    36.48               15
            030371                    51.34               15
            030402                    40.16               15
            030464                    73.24               10
            030471                   101.97               15
            030501                   257.21                5
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            030525                   120.17               15
            030527                    15.28               15
            030550                    16.34               15
            030556                   175.31                5
            030565                   140.59                5
            035082                   156.40               10
            035096                   411.70                5
            035130                   338.84                5
            035141                    62.43               15
            035186                   109.60               10
            035209                    52.60               15
            036000                   120.39               10
            036017                   171.36                5
            036025                   118.58               10
            036026                    47.98               10
            036044                    22.25               15
            036317                   548.34                5
            037011                   143.92               10
            037036                   121.37               10
            037044                   134.94               10
            037062                    97.24               10
            037090                    52.32               15
            037094                   124.67               10
            037110                   105.60               10
            037111                    43.50               15
            037136                   220.82                4
            037154                    76.27               10
            040048                    40.28               15
            040128                   204.89                5
            040139                    91.69               10
            040141                   302.26                5
            040144                    38.63               15
            040146                    99.50               10
            040174                    86.37               10
            040182                   133.36               10
            040209                    31.71               15
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            040210                    60.79               15
            040218                   177.24                5
            040233                    88.86               10
            040235                   237.94                5
            040237                    72.34               10
            040264                    35.45               15
            040266                   194.13                5
            040271                    39.12               15
            040274                    93.98               10
            040278                   101.48               10
            040288                   252.33                5
            040295                    36.57               15
            040309                    81.35               10
            040329                   325.63                5
            040331                    28.15               15
            040336                    38.74               15
            040349                    87.55               10
            040353                    82.13               10
            040366                   260.41                5
            040367                    82.89               10
            040402                    86.25               15
            040403                    89.40               10
            040419                    38.10               15
            040420                   309.50                5
            040421                    65.29               15
            040422                    54.96               15
            040433                   171.40                5
            040448                    20.78               15
            040474                    88.92               10
            040590                   943.65                2
            040597                   393.02                5
            040622                    82.08               10
            040630                    75.56               10
            040632                   159.99                5
            040636                    34.46               15
            040642                   144.57                5
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            040646                   139.32                5
            040653                    14.09               15
            040654                    21.72               15
            040655                    64.84               10
            040660                    12.92               15
            040661                    12.91               15
            040696                    62.23               10
            040700                    13.74               15
            040716                   130.62                5
            040732                    25.01               15
            050502                   606.78                5
            060604                    38.62               15
            067964                   311.50                5
            068065                   332.57                5
            068310                   204.79               10
            068318                   144.97               10
            068348                   184.65               10
            068564                   278.32                5
            068593                    98.88               10
            068635                   146.86               10
            068636                    92.70               10
            068667                   121.87               10
            068722                   105.81               10
            068949                    45.45               15
            068976                    72.16               15
            069177                    61.91               15
            069279                    50.33               15
            069336                    48.40               15
            069402                    38.48               15
            069508                    74.60               15
            069556                    41.14               15
            069610                    48.41               15
            069836                    87.00               10
            069937                    50.76               15
            069953                    61.08               15
            070065                   118.87               10
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            070086                    44.53               15
            070353                    26.98               15
            070701                   789.41                3
            070703                 1,184.80                1
            070707                   103.57               10
            070708                    28.32               15
            070925                    23.29               15
            071108                    75.04               10
            071192                    27.05               15
            071238                   112.93               10
            072573                   314.91                5
            072579                   135.57               10
            072584                   230.02                5
            080804                   127.19               15
            080810                    67.46               15
            080812                   106.51               15
            085056                    42.95               15
            085132                    56.69               15
            085140                    70.08               15
            085161                    39.48               15
            085215                    55.54               10
            090054                   188.60               10
            101001                   116.46               15
            101002                   574.96                5
            105924                   286.87                5
            107301                   302.71                2
            108530                   514.07                5
            109334                    71.43               15
            109436                    98.44               10
            109703                    40.06               15
            109971                   267.23                5
            130010                    76.34               15
            130180                    85.44               10
            130195                   178.68               10
            130207                   346.42               10
            130224                   213.10                5
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            130249                    74.68               15
            130260                   248.11                5
            130295                    31.91               15
            130313                   182.86               10
            130393                   149.14               10
            130409                   617.33                5
            130489                   512.86               10
            130529                 1,045.09                3
            130562                    14.65               15
            135022                   363.87                5
            135041                   201.01               10
            135067                   531.60                3
            135072                   106.99               10
            135131                    77.51               15
            135138                    80.25               10
            135156                   201.27               15
            135176                    77.01               15
            135189                   168.24               10
            136019                    10.68               15
            137082                    45.13               15
            137091                   163.40                5
            137143                    87.02               10
            140598                   285.76               10
            161602                   169.43               10
            161607                   234.08               10
            167926                   293.87                5
            168540                   121.69               10
            169229                    90.85               15
            169598                    85.79               15
            169704                   155.86               10
            169801                   142.39               15
            170268                    83.37               10
            170884                    35.93               15
            171277                    49.07               10
            171278                    39.40               10
            203699                   348.64                5
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            206970                   339.34                5
            209880                   154.01                5
            209913                   142.95               10
            210029                 1,102.96                1
            215748                   137.97               10
            221001                   109.72               15
            222001                   342.32               10
            230019                   289.16               10
            230144                    40.33               15
            230186                    26.96               15
            230430                    64.82               15
            232001                    44.09               15
            235029                   488.47                5
            235181                   229.14                5
            237050                   117.51               10
            237069                   126.08               10
            237098                    97.96               10
            237184                    28.30               15
            237208                    32.99               15
            237209                    58.03               10
            237212                    99.28               10
            240001                   590.75                5
            240208                   328.81                5
            242002                    68.91               15
            249002                   149.77               10
            250001                   599.09                5
            252001                    31.41               15
            263001                 2,254.02                1
            269020                   698.21               10
            271001                   191.61               10
            271136                    26.63               15
            273001                   122.53               15
            283001                   150.84               10
            286001                   106.53               15
            288001                   168.64               15
            309332                   219.21               10
<PAGE>
         EMPLOYEE FILE #         MONTHLY AMT          # OF YEARS *
            309365                   125.90               10
            309818                   116.10               10
            309933                    86.57               10
            369267                   182.24               10
            369302                    46.92               15
            370389                    60.45               15
            371124                    21.38               15
            409766                   101.54               15
            572001                   257.46               10
            578001                   103.16               10
            578002                   274.38                5
            578004                   267.15                5
            578005                    34.93               15
                                  56,705.36

* Years = Special Contribution Years