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                                                                   EXHIBIT 10.13


                         REXNORD NON-UNION PENSION PLAN

                            EFFECTIVE JANUARY 1, 2003

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                         REXNORD NON-UNION PENSION PLAN

                           (EFFECTIVE JANUARY 1, 2003)

                                TABLE OF CONTENTS

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

  1.01   ACCRUED BENEFIT...........................................................2
  1.02   ACTUARIAL EQUIVALENT......................................................2
  1.03   AFFILIATED EMPLOYER.......................................................2
  1.04   ALTERNATE PAYEE...........................................................3
  1.05   AVERAGE ANNUAL COMPENSATION...............................................3
  1.06   BENEFICIARY...............................................................3
  1.07   BENEFIT COMMENCEMENT DATE.................................................3
  1.08   BOARD.....................................................................3
  1.09   CLOSING DATE..............................................................3
  1.10   CODE......................................................................3
  1.11   COMPENSATION..............................................................3
  1.12   CREDITED SERVICE..........................................................4
  1.13   DISABILITY OR DISABLED....................................................4
  1.14   DISQUALIFYING PERIOD OF SEVERANCE.........................................4
  1.15   EARLY RETIREMENT DATE.....................................................4
  1.16   EARLY RETIREMENT ELIGIBILITY DATE.........................................4
  1.17   EFFECTIVE DATE............................................................4
  1.18   ELIGIBLE EMPLOYEE.........................................................4
  1.19   EMPLOYEE..................................................................5
  1.20   EMPLOYER..................................................................5
  1.21   EMPLOYMENT COMMENCEMENT DATE..............................................5
  1.22   ERISA.....................................................................5
  1.23   FIDUCIARY.................................................................6
  1.24   FISCAL YEAR...............................................................6
  1.25   HIGHLY COMPENSATED EMPLOYEE...............................................6
  1.26   HOUR OF SERVICE...........................................................7
  1.27   INTEGRATION LEVEL.........................................................7
  1.28   INVESTMENT MANAGER........................................................7
  1.29   LATE RETIREMENT DATE......................................................7
  1.30   LAYOFF....................................................................7
  1.31   LEAVE OF ABSENCE..........................................................7
  1.32   LIMITATION YEAR...........................................................7
  1.33   NORMAL RETIREMENT AGE.....................................................7
  1.34   NORMAL RETIREMENT DATE....................................................7
  1.35   PARTICIPANT...............................................................8
  1.36   PARTICIPATING EMPLOYER....................................................8
  1.37   PERIOD OF SERVICE OR SERVICE..............................................8
  1.38   PERIOD OF SEVERANCE.......................................................8
  1.39   PLAN......................................................................8
  1.40   PLAN YEAR.................................................................9
  1.41   PRIOR PLAN................................................................9
  1.42   QUALIFIED DOMESTIC RELATIONS ORDER........................................9
  1.43   QUALIFIED ELECTION........................................................9
  1.44   QUALIFIED JOINT AND SURVIVOR ANNUITY......................................9
  1.45   REEMPLOYMENT COMMENCEMENT DATE............................................9
  1.46   RETIREMENT COMMITTEE......................................................9
  1.47   SEVERANCE FROM SERVICE DATE...............................................9
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  1.48   SOCIAL SECURITY RETIREMENT AGE...........................................10
  1.49   SOCIAL SECURITY TAXABLE WAGE BASE........................................10
  1.50   SPONSORING EMPLOYER......................................................10
  1.51   SPOUSE...................................................................10
  1.52   TRUSTEE..................................................................10
  1.53   TRUST FUND...............................................................10
  1.54   VESTING SERVICE..........................................................10

ARTICLE II - PARTICIPATION........................................................11

  2.01   PARTICIPATION REQUIREMENTS...............................................11
  2.02   PARTICIPATION UPON REEMPLOYMENT..........................................11
  2.03   CESSATION OF PARTICIPATION...............................................11
  2.04   TRANSFERRED EMPLOYEES....................................................11

ARTICLE III - SERVICE.............................................................13

  3.01   VESTING SERVICE..........................................................13
  3.02   CREDITED SERVICE.........................................................13
  3.03   PERIOD OF SEVERANCE RULES APPLICABLE TO YEARS OF SERVICE, VESTING
         SERVICE AND CREDITED SERVICE.............................................13
  3.05   QUALIFIED MILITARY SERVICE...............................................13

ARTICLE IV - BENEFITS.............................................................14

  4.01   NORMAL RETIREMENT BENEFITS...............................................14
  4.02   EARLY RETIREMENT BENEFITS................................................14
  4.03   LATE RETIREMENT BENEFITS.................................................15
  4.04   TERMINATION OF EMPLOYMENT BEFORE RETIREMENT..............................16
  4.05   PRE-RETIREMENT SURVIVING SPOUSE ANNUITY..................................16
  4.06   DISABILITY BENEFITS......................................................17
  4.07   PAYMENT OF RETIREMENT BENEFITS...........................................18
  4.08   TIMING OF DISTRIBUTIONS..................................................23
  4.09   DISTRIBUTION FOR MINOR OR INCOMPETENT PAYEE..............................23
  4.10   DOUBT AS TO RIGHT OF PAYMENT.............................................23
  4.11   PROOF OF DEATH...........................................................24
  4.12   SUSPENSION OF BENEFITS...................................................24
  4.13   BENEFITS PAYABLE ONLY FROM TRUST FUND....................................25
  4.14   DIRECT ROLLOVER DISTRIBUTIONS............................................25
  4.18   ACCRUED BENEFIT REDUCED BY PREVIOUS LUMP-SUM DISTRIBUTION................26

ARTICLE V - MAXIMUM BENEFIT LIMITATIONS...........................................28

  5.01   MAXIMUM ANNUAL BENEFIT...................................................28
  5.02   APPLICATION TO QUALIFIED JOINT AND SURVIVOR ANNUITY......................33

ARTICLE VI - CONTRIBUTIONS........................................................34

  6.01   PAYMENT OF CONTRIBUTIONS.................................................34
  6.02   APPLICATION OF FORFEITURES...............................................34
  6.03   TRUST AGREEMENT..........................................................34

ARTICLE VII - ADMINISTRATION......................................................35

  7.01   POWERS AND RESPONSIBILITIES OF THE SPONSORING EMPLOYER...................35
  7.02   ASSIGNMENT AND DESIGNATION OF ADMINISTRATIVE AUTHORITY...................35
  7.03   POWERS DUTIES AND RESPONSIBILITIES OF THE RETIREMENT COMMITTEE...........35
  7.04   POWERS AND RESPONSIBILITIES OF THE TRUSTEE...............................36
  7.05   RECORD AND REPORTS.......................................................36
  7.06   APPOINTMENT OF COUNSEL AND AGENTS........................................37
  7.07   INFORMATION FROM EMPLOYER................................................37
  7.08   PAYMENT OF EXPENSES......................................................37
  7.09   MAJORITY ACTIONS.........................................................37
  7.10   CLAIMS PROCEDURE.........................................................37
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  7.11   CLAIMS REVIEW PROCEDURE..................................................38
  7.12   NAMED FIDUCIARIES........................................................38
  7.13   INDEMNIFICATION..........................................................39

ARTICLE VIII - PLAN AMENDMENT.....................................................40

  8.01   AMENDMENT................................................................40

ARTICLE IX - PLAN TERMINATION.....................................................41

  9.01   RIGHT TO TERMINATE.......................................................41
  9.02   VESTING UPON TERMINATION.................................................41
  9.03   PRIORITY OF DISTRIBUTION ON TERMINATION..................................41
  9.04   RETURN OF EXCESS ASSETS..................................................41
  9.05   RESTRICTION ON BENEFITS..................................................41

ARTICLE X - MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS..........................42

  10.01  MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS.............................42
  10.02  BENEFITS UPON MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS...............42

ARTICLE XI - TOP HEAVY PROVISIONS.................................................43

  11.01  TOP-HEAVY PLAN DEFINITIONS...............................................43
  11.02  TOP-HEAVY GENERAL REQUIREMENTS...........................................45
  11.03  ADDITIONAL TOP-HEAVY REQUIREMENTS........................................46

ARTICLE XII - GENERAL PROVISIONS..................................................48

  12.01  RIGHT OF DISCHARGE RESERVED..............................................48
  12.02  ALIENATION...............................................................48
  12.03  GENDER AND NUMBER........................................................48
  12.04  LEGAL ACTION.............................................................48
  12.05  APPROVAL BY INTERNAL REVENUE SERVICE, MISTAKE OF FACT....................49
  12.06  UNIFORMITY...............................................................49
  12.07  CAPTIONS.................................................................49
  12.08  DISTRIBUTIONS LIMITATIONS................................................49
  12.09  GOVERNING LAW............................................................50

ARTICLE XIII - PARTICIPATING EMPLOYERS............................................51

  13.01  PARTICIPATION BY AFFILIATED EMPLOYERS....................................51
  13.02  DESIGNATION OF AGENT.....................................................51
  13.03  DISCONTINUANCE OF PARTICIPATION..........................................51
  13.04  THE RETIREMENT COMMITTEE'S AUTHORITY.....................................51

APPENDIX A........................................................................52
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                                   DECLARATION

WHEREAS, this Plan, named the Rexnord Non-Union Pension Plan, is established
initially by Rexnord Corporation effective January 1, 2003 to accept the
spin-off of assets and liabilities attributable to current employees of Rexnord
Corporation from the Invensys Pension Plan (the "Prior Plan"); and

WHEREAS, Rexnord Corporation intends to maintain this Plan for purposes of
providing benefits to Participants upon retirement and certain other severances
from service; and

WHEREAS, this Plan document applies to Participants credited with an Hour of
Service on or after the Closing Date; and

WHEREAS, this Plan and its related Trust are intended to qualify under Code
Sections 401(a) and 501(a) and the applicable provisions of ERISA, and will be
interpreted and applied in a manner consistent with that intent; and

WHEREAS, this Plan is for the exclusive benefit of Participants and their
Beneficiaries and, except as otherwise provided in the Plan, no part of the
Trust Fund or any distribution therefrom will be used for or diverted for
purposes other than for the exclusive benefit of Participants and their
Beneficiaries and defraying those reasonable expenses of administering the Plan
and Trust Fund not paid for by Rexnord Corporation; and

WHEREAS, nothing appearing in the Plan will be construed (a) to give any person
any benefit, right or interest except as expressly provided herein, or (b) to
create a contract of employment or to give any Employee the right to continue as
an Employee or to affect or modify his terms of employment in any way; and

WHEREAS, the benefits and rights of a Participant and his Beneficiaries under
the Plan will be determined in accordance with the terms of the Plan that are in
effect on the date of the Participant's retirement, death or other Termination
of Employment, whichever may be applicable;

NOW THEREFORE, in consideration of the foregoing, the Plan is hereby set forth
in this plan document.

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                             ARTICLE I - DEFINITIONS

1.01    "ACCRUED BENEFIT" means, as of specific date of determination, an amount
        equal to 0.9% of the Participant's Average Annual Compensation plus 0.5%
        of the Participant's Average Annual Compensation in excess of the
        Integration Level, the sum multiplied by the Participant's years of
        Credited Service (not to exceed 30 years). Notwithstanding the
        foregoing, the Accrued Benefit of a Participant who was a Participant in
        the Prior Plan shall be determined in accordance with Appendix A.

1.02    "ACTUARIAL EQUIVALENT" means an amount having equal value when computed
        on the basis of a 7% interest rate compounded annually and based on a
        blend of 50 percent of the male mortality rate and 50 percent of the
        female mortality rates from the 1983 Group Annuity Mortality Table,
        except that:

    a.  For purposes of Section 5.01(c) and (f), an interest rate equal to the
        greater of 5% or the rate set forth in the preceding sentence shall be
        used. For Benefit Commencement Dates occurring on or after December 31,
        2002 the applicable mortality table is the table prescribed in Rev. Rul.
        2001-62; and

    b.  For purposes of determining lump-sum payments under the Plan as provided
        in Section 4.07(d) (or other relevant provisions of this Plan),
        Actuarial Equivalent shall be based on an interest rate equal to the
        annual rate of interest on 30-year Treasury securities for the month of
        October immediately preceding the Plan Year in which the Benefit
        Commencement Date occurs; and for Benefit Commencement Dates occurring
        on or after December 31, 2002 the applicable mortality table is the
        table prescribed in Rev. Rul. 2001-62.

1.03    "AFFILIATED EMPLOYER" means any of the following other than an Employer:

    a.  Any corporation which is a member of a controlled group of corporations
        which includes an Employer, determined under the provisions of
        Section 414(b) of the Code;

    b.  Any trade or business (whether or not incorporated) which is under
        common control (as defined in Section 414(c) of the Code) with an
        Employer;

    c.  Any organization (whether or not incorporated) which is a member of an
        affiliated service group (as defined in Section 414(m) of the Code)
        which includes an Employer for purposes specified and to the extent
        required under that Section; and

    d.  Any other entity required to be aggregated with an Employer pursuant to
        regulations under Section 414(o) of the Code, for purposes specified and
        to the extent required under that Section.

        A corporation, trade or business, or member of an affiliated service
        group shall be treated as an Affiliated Employer only while it is a
        member of the controlled group.

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1.04    "ALTERNATE PAYEE" means any spouse, former spouse, child, or other
        dependent of a Participant recognized by a Qualified Domestic Relations
        Order as having a right to receive all, or a portion of, the
        Participant's nonforfeitable benefits under the Plan. For purposes of
        Section 4.14, however, a child or other dependent of the Participant
        shall not be considered an Alternate Payee.

1.05    "AVERAGE ANNUAL COMPENSATION" means the average Compensation of a
        Participant for the five (5) calendar years of completed employment with
        an Employer during the last ten (10) years of completed employment with
        an Employer preceding the date of determination which are the highest.
        If a Participant shall have completed five (5) of fewer calendar years
        of employment with an Employer before the date of determination, the
        calculation shall be based upon his average Compensation for all his
        completed calendar years of such employment. Notwithstanding the
        foregoing, in determining a Participant's Average Annual Compensation,
        the Participant's year of termination of employment or year of hire
        shall be included even if the Participant does not receive credit for a
        complete year of employment with an Employer for such year if (i) with
        respect to the year of termination of employment, the Participant earns
        Credited Service from the beginning of the year until his date of
        termination of employment, and (ii) with respect to the year of hire or
        the year of termination of employment, the inclusion of such year or
        years would result in a higher Average Annual Compensation for the
        Participant.

1.06    "BENEFICIARY" means a person, executor, administrator, trust, estate or
        other entity designated by a Participant, or by the terms of the Plan as
        provided in Section 4.07(c)(iv), who is or who may become entitled to
        receive benefits from the Plan. Any person who is an Alternate Payee
        shall be considered a Beneficiary for purposes of the Plan.

1.07    "BENEFIT COMMENCEMENT DATE" means in the case of a lump sum payment the
        date of payment, in all other cases, the first day of the month on which
        distribution of benefits to a Participant or Beneficiary is to begin in
        accordance with the provisions of Article IV.

1.08    "BOARD" means the Board of Directors of the Sponsoring Employer.

1.09    "CLOSING DATE" means November 22, 2002 or such other date as agreed to
        under the terms of the Stock Purchase Agreement dated as of September
        27, 2002 relating to the purchase of the Employer by the Carlyle Group.

1.10    "CODE" means the Internal Revenue Code of 1986, as amended from time to
        time. Reference to a specific provision of the Code shall include such
        provision, any valid regulation or ruling promulgated thereunder, and
        any provision of future law that amends, supplements, or supersedes such
        provision.

1.11    "COMPENSATION" means the total amount paid in the Plan Year to the
        Employee by the Employer for services rendered as reported on IRS Form
        W-2, excluding however (a) any amount paid or payable attributable to
        the termination or severance of employment of the Employee, (b) any
        amount attributable to an award, grant, right, payment, or exercise
        under any stock plan of the Employer, including without limitation
        employee stock

                                        3
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        purchase plans, stock option plans, stock awards or grants, stock
        appreciation rights, and dividend equivalents paid on any of the
        foregoing, and (c) any other taxable fringe benefits. Compensation also
        includes contribution made on behalf of an Employee by the Employer
        pursuant to a cash or deferred arrangement described in
        Section 401(k)(2) of the Code or a cafeteria plan described in
        Section 125 of the Code, or an arrangement under Section 132(f)(4) of
        the Code.

        A Participant's Compensation taken into account for purposes of
        determining benefit accruals in any Plan Year beginning after December
        31, 2001 for any Participant who is credited with an Hour of Service on
        or after the first Plan Year beginning after December 31, 2001 shall not
        exceed $200,000 or such other amount as the Secretary of the Treasury
        may determine for such Plan Year under Section 401(a)(17) of the Code.

1.12    "CREDITED SERVICE" means, subject to the provisions of Article III,
        employment with an Employer as an Eligible Employee on and after the
        Closing Date.

1.13    "DISABILITY" OR "DISABLED" as applied to any Participant means a
        physical or mental condition of the Participant resulting from bodily
        injury, disease, or mental disorder which renders him incapable of
        continuing any gainful occupation and which condition constitutes total
        disability under the Social Security Act and, for Participants covered
        under a long-term disability insurance plan sponsored by an Employer,
        the condition constitutes total disability under such plan.

        "DISABILITY" or "DISABLED" does not mean, however, any incapacity which
        was contracted, suffered, or incurred while the Participant was engaged
        in, or resulted from the Participant having engaged in, a felonious
        enterprise, or which resulted from the Participant's habitual
        drunkenness or addiction to narcotics, a self-inflicted injury, or
        service in the armed forces of any county.

1.14    "DISQUALIFYING PERIOD OF SEVERANCE" occurs when an Employee who had no
        vested interest in his Accrued Benefit at the commencement of a Period
        of Severance incurs a Period of Severance which equals or exceeds the
        greater of (a) six years, or (b) the Period of Service completed before
        the Period of Severance plus one year.

1.15    "EARLY RETIREMENT DATE" means the date on which a Participant retires
        early, pursuant to Section 4.02.

1.16    "EARLY RETIREMENT ELIGIBILITY DATE" means the date on which a
        Participant first becomes eligible to retire early, which date shall be
        the first day of the calendar month coincident with or next following
        the date on which the Participant has both attained age 55 and completed
        at least 10 years of Vesting Service.

1.17    "EFFECTIVE DATE" means January 1, 2003.

1.18    "ELIGIBLE EMPLOYEE" means any person who is an Employee of the Employer,
        excluding, however:

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    a.  Any Employee who is a member of a unit of employees covered by a
        collective bargaining agreement to which the Employer is a party and
        which does not specifically provide for the coverage of such employees
        under the Plan;

    b.  Any Employee who is a nonresident alien receiving no earned income from
        sources within the United States or a United States citizen regularly
        employed by a foreign subsidiary or affiliate of the Employer;

    c.  Any Employee who is a leased employee (within the meaning of
        Section 414(n)(2) of the Code);

    d.  Any other Employee in a specified plant, operating unit, or job
        classification of an Employer as determined by the Board in its sole
        discretion, provided that any such determination shall not discriminate
        in favor of Highly Compensated Employees so as to prevent the Plan from
        qualifying under Section 401(a) of the Code;

    e.  Any individual who performs services for an Employer under an agreement
        or arrangement (which may be written, oral, and/or evidenced by the
        Employer's payroll practice) with such individual or with any other
        organization that provides the services of such individual to the
        Employer, pursuant to which such individual is treated as an independent
        contractor or is otherwise treated as an individual ineligible for
        participation in this Plan irrespective of whether he is treated as an
        employee of an Employer under common-law employment principles or
        pursuant to the provisions of Section 414(m), 414(n) or 414(o) of the
        Code; or

    f.  Any Employee who is an active participant in any other pension plan
        maintained by an Employer or Affiliated Employer, unless specifically
        determined otherwise by the Board with respect to a particular Employee
        or group of Employees.

1.19    "EMPLOYEE" means any person employed by an Employer or Affiliated
        Employer including, to the extent permitted by Section 406 of the Code,
        any United Stated citizen regularly employed by a foreign subsidiary or
        affiliate of the Employer. The term "Employee" also includes any leased
        employees of an Employer within the meaning of Section 414(n)(2) of the
        Code. If, however, such leased employees constitute twenty percent or
        less of an Employer's non-highly compensated work force (within the
        meaning of Section 414(n)(5)(C)(ii) of the Code), the term "Employee"
        shall not include those leased employees covered by a plan described in
        Section 414(n)(5) of the Code.

1.20    "EMPLOYER" means Rexnord Corporation as the Sponsoring Employer, and any
        Participating Employer, and any successor which shall maintain this
        Plan.

1.21    "EMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee is
        first credited with an Hour of Service for an Employer or Affiliated
        Employer.

1.22    "ERISA" means the Employee Retirement Income Security Act of 1974, as
        amended from time to time. Reference to a specific provision of ERISA
        shall include such

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        provision, any valid regulation or ruling promulgated thereunder, and
        any provision of future law that amends, supplements, or supersedes such
        provision.

1.23    "FIDUCIARY" means any person who:

    a.  exercises any discretionary authority or discretionary control in
        managing the Plan, or exercises any authority or control respecting
        management or disposition of its assets;

    b.  renders investment advice for a fee or other compensation, direct or
        indirect, with respect to any monies or other property of the Plan, or
        has any authority or responsibility to do so; or

    c.  has any discretionary authority or discretionary responsibility in the
        administration of the Plan.

1.24    "FISCAL YEAR" means the accounting period for federal income tax
        purposes, which is the period of twelve consecutive months commencing on
        January 1 of each year and ending on the following December 31.

1.25    "HIGHLY COMPENSATED EMPLOYEE" means, effective January 1, 1997:

    a.  Any active or former Employee of the Employer or Affiliated Employer who
        performs service during the determination year and is described in one
        or more of the following groups:

                (1)     an individual employed by the Employer or an Affiliated
                        Employer who is a five percent (5%) owner, as defined in
                        Section 416(i)(l)(B)(i) of the Internal Revenue Code, at
                        any time during the determination year or the look-back
                        year; or

                (2)     an individual employed by the Employer or an Affiliated
                        Employer who receives compensation in excess of $90,000
                        (as may be adjusted under section 415(d) of the Internal
                        Revenue Code) during the look-back year, and was among
                        the top paid 20% of Employees of the Employer or an
                        Affiliated Employer.

    b.  The term "determination year" shall mean the Plan Year and the
        "look-back year" shall mean the calendar year that ends within the
        determination year or Plan Year.

    c.  A Highly Compensated Former Employee includes any Employee of the
        Employer who separated or was deemed to have separated from service
        prior to the determination year, performs no service for the Employer
        during the determination year, and was an active Highly Compensated
        Employee for either the separation year or any determination year ending
        on or after his 55th birthday.

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    d.  For purposes of this definition, the term "compensation" shall mean
        compensation as defined in section 414(q)(4) of the Internal Revenue
        Code. The determination of who is a Highly Compensated employee shall be
        made in accordance with section 414(q) of the Internal Revenue Code and
        the regulations thereunder.

1.26    "HOUR OF SERVICE" means each hour for which an Employee is paid, or
        entitled to payment, for the performance of duties for an Employer or
        Affiliated Employer.

        The determination of Hours of Service shall be in accordance with the
        rules set forth in the Department of Labor Regulations 2530.200b-2(b)
        and (c) which are incorporated herein by this reference.

1.27    "INTEGRATION LEVEL" means, as of a specific determination date, a dollar
        amount equal to the Social Security Taxable Wage Base for the calendar
        year containing the determination date multiplied by forty percent
        (40%). This amount shall be rounded to the nearest multiple of $100.

1.28    "INVESTMENT MANAGER" means any person, firm, or corporation who:

    a.  is a registered investment adviser under the Investment Advisers Act of
        1940, a bank, or an insurance company;

    b.  has the power to manage, acquire, or dispose of Plan assets; and

    c.  acknowledges in writing a fiduciary responsibility to the Plan.

1.29    "LATE RETIREMENT DATE" means the actual date on which a Participant
        retires if such date occurs after his Normal Retirement Date.

1.30    "LAYOFF" means an Employee's cessation of active employment as an
        Employee (identified as layoff by the Employer) due to a reduction in
        force which (a) is not the result of a plant closing, (b) results in the
        loss of employment other than for discharge for cause, voluntary
        departure or retirement, and (c) leaves the Employee (through Employer
        notification) a reasonable expectation of recall to the same or a
        similar job.

1.31    "LEAVE OF ABSENCE" means an absence granted in writing by an Employer or
        Affiliated Employer in accordance with the employer's personnel policies
        or as required by law, uniformly applied to all employees, including,
        but not limited to, absences for reasons of health, education, jury
        duty, or service in the armed forces of the United States.

1.32    "LIMITATION YEAR" means the calendar year.

1.33    "NORMAL RETIREMENT AGE" means the Participant's sixty-fifth birthday.

1.34    "NORMAL RETIREMENT DATE" means the first day of the month coincident
        with or next following the Participant's attainment of his Normal
        Retirement Age.

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1.35    "PARTICIPANT" means any Eligible Employee how participates in the Plan
        in accordance with the provisions of Article II. An Eligible Employee
        shall cease to be a Participant in the Plan in accordance with the
        provisions of Section 2.03.

1.36    "PARTICIPATING EMPLOYER" means any Affiliated Employer to whom
        participation in the Plan has been extended.

1.37    "PERIOD OF SERVICE" or "SERVICE" means, subject to Article III, the
        aggregate of the following:

    a.  The period beginning on the Employee's Employment Commencement Date (or
        Reemployment Commencement Date) and ending on the Employee's Severance
        from Service Date.

    b.  If an Employee performs an Hour of Service within twelve months of a
        Severance from Service Date, on account of an event described in
        Section 1.47(a), the period from such Severance from Service Date to
        such Hour of Service. Notwithstanding the preceding sentence and except
        as otherwise provided in Section 1.37(c), if an Eligible Employee incurs
        a Severance from Service Date during a period of absence described in
        Section 1.47(a), the Period of Severance shall be counted as a Period of
        Service only if the Eligible Employee completes an Hour of Service
        within twelve months of the first day of such absence.

    c.  In the case of an Employee who leaves employment with an Employer or
        Affiliated Employer to enter service with the armed forces of the United
        States, the period of such military service, provided the individual
        resumes employment with an Employer or Affiliated Employer within the
        period during which is reemployment rights are protected by applicable
        law.

    d.  In the case of an Eligible Employee who becomes Disabled and is covered
        under a long-term disability plan maintained by the Employer or an
        Affiliated Employer, and subject to the provisions of Section 4.06, his
        period of Disability.

1.38    "PERIOD OF SEVERANCE" means the period beginning on the Employee's
        Severance from Service Date and ending on the Employee's Reemployment
        Commencement Date.

        A one-year Period of Severance is any period of twelve consecutive
        months beginning on a Severance from Service Date and any anniversary
        thereof, provided that the former Employee has not performed an Hour of
        Service for an Employer or Affiliated Employer at any time during such
        twelve-month period.

1.39    "PLAN" means the Rexnord Non-Union Pension Plan as set forth herein, and
        as may be amended from time to time.

                                        8
<Page>

1.40    "PLAN YEAR" means the twelve consecutive months beginning on January 1
        of each year and ending on the following December 31.

1.41    "PRIOR PLAN" means the Invensys Pension Plan and all amendments thereto,
        as in effect on the Closing Date.

1.42    "QUALIFIED DOMESTIC RELATIONS ORDER" means a domestic relations order
        which meets the requirements of Section 414(p) of the Code, as
        determined by the Retirement Committee.

1.43    "QUALIFIED ELECTION" means a Participant's waiver of the Qualified Joint
        and Survivor Annuity form of payment. Such waiver must be consented to
        in writing on the appropriate form provided by the Retirement Committee
        by the Participant's Spouse. Spousal consents must be made in accordance
        with the requirements described in Section 4.07(c)(iii).

1.44    "QUALIFIED JOINT AND SURVIVOR ANNUITY" means an annuity for the life of
        the Participant with a survivor annuity equal to 50% or 100% thereof, as
        elected by the Participant, for the life of the Participant's Spouse as
        described in Section 4.07(a)(i).

1.45    "REEMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee is
        first credited for an Hour of Service with an Employer or Affiliated
        Employer following a Severance from Service Date.

1.46    "RETIREMENT COMMITTEE" means the Retirement Committee appointed by the
        Sponsoring Employer as set forth in Section 7.02.

1.47    "SEVERANCE FROM SERVICE DATE" means the date on which occurs the earlier
        of:

    a.  The date on which an Employee ceases to be employed by an Employer or
        Affiliated Employer because he resigns, retires, is discharged or dies.

    b.  The first anniversary of the date on which an Employee remains absent
        from service (with or without pay) with an Employer or Affiliated
        Employer for any reason other than resignation, retirement, discharge or
        death, such as vacation, holiday, illness, maternity or paternity leave,
        Leave of Absence, or Layoff. Notwithstanding the foregoing, in the event
        that the Employee fails to return to active employment upon the
        expiration of a Leave of Absence (or, in the case of military leave,
        during the period his reemployment rights are protected by applicable
        law), the Employee's Severance from Service Date shall mean the date on
        which such absence from service began, unless such failure to return is
        the result of retirement or death.

    c.  The date prior to Normal Retirement Age on which a Participant ceases to
        be Disabled (if the Participant was earning service while disabled in
        accordance with the provisions of Section 4.06 of this Plan) and refuses
        an offer of employment from an Employer or Affiliated Employer.

                                        9
<Page>

1.48    "SOCIAL SECURITY RETIREMENT AGE" means:

    a.  For Participants born before January 1, 1938, age 65;

    b.  For Participants born on or after January 1, 1938 and before January 1,
        1955, age 66; and

    c.  For Participants born on or after January 1, 1955, age 67.

1.49    "SOCIAL SECURITY TAXABLE WAGE BASE" means the amount of wages from which
        Social Security Taxes are required to be withheld in accordance with the
        Federal Insurance Contributions Act, or any successor act, which is in
        effect at the beginning of the Plan Year.

1.50    "SPONSORING EMPLOYER" means Rexnord Corporation or its successor or
        successors.

1.51    "SPOUSE" means the person, if any, to whom the Participant is lawfully
        married at the date of his death or at his Benefit Commencement Date,
        whichever is earlier, provided, however, that a former spouse will be
        treated as the Participant's Spouse to the extent provided under a
        Qualified Domestic Relations Order.

1.52    "TRUSTEE" means the Trustee or Trustees appointed by the Sponsoring
        Employer to administer the Trust Fund in accordance with Article VII.

1.53    "TRUST FUND" means the trust established to hold and invest the assets
        of the Plan.

1.54    "VESTING SERVICE" means, subject to the provisions of Article III, all
        Periods of Service with an Employer after the Employer became an
        Affiliated Employer.

                                       10
<Page>

                           ARTICLE II - PARTICIPATION

2.01    PARTICIPATION REQUIREMENTS

        Any individual who is an Employee of the Employer on the Closing Date
        and who was a Participant in the Prior Plan shall automatically become a
        Participant in this Plan.

        Any other individual shall become a Participant on the first day of the
        month coincident with or next following the date on which he is an
        Eligible Employee and completes a Period of Service of one year;
        provided, he is then an Eligible Employee. Subject to the provisions of
        Section 3.03, in determining Service for Plan eligibility all
        nonsuccessive Periods of Service shall be aggregated.

2.02    PARTICIPATION UPON REEMPLOYMENT

    a.  If a Participant has a Severance from Service Date and he is
        subsequently reemployed as an Eligible Employee, he shall resume active
        participation in the Plan on his Reemployment Commencement Date.

    b.  If an Eligible Employee has a Severance from Service Date before he
        meets the participation requirements of Section 2.01, the Eligible
        Employee shall become a Participant on the day after the date on which
        he first meets the participation requirements of Section 2.01, provided
        he is then an Eligible Employee.

2.03    CESSATION OF PARTICIPATION

        A Participant's participation in the Plan shall continue until the later
        of:

    a.  The Participant's Severance from Service Date, or

    b.  Such times as all nonforfeitable benefits accrued by the Participant
        shall have been distributed in full accordance with the terms of the
        Plan (including any distribution of annuity contracts upon termination
        of the Plan).

        If the nonforfeitable benefits accrued by a Participant on his Severance
        from Service Date equal zero, such Participant shall be deemed to have
        been paid pursuant to Section 4.07(d) and he will no longer be a
        Participant as of his Severance from Service Date.

2.04    TRANSFERRED EMPLOYEES

    a.  Transfers In

        Except as otherwise provided in this Plan, in the event an Employee
        becomes a Participant under this Plan and has earned credited service
        under a different defined benefit plan sponsored by an Employer, such
        Employee's Accrued Benefit shall be equal to the Accrued Benefit
        determined under Section 1.01 based solely on his Credited

                                       11
<Page>

        Service on or after the later of January 1, 2003 or his date of transfer
        to this Plan plus, if applicable, any accrued benefit transferred from
        the other defined benefit plan into this Plan.

    b.  Transfer Out

        In the event a Participant ceases to be an Eligible Employee but remains
        in the employ of an Employer, his Accrued Benefit under this Plan shall
        be equal to the amount determined under Section 1.01 as of the date he
        ceases to be an Eligible Employee under this Plan.

2.05    RECLASSIFICATION OF EMPLOYEES

        Notwithstanding anything herein to the contrary, an individual who is
        not characterized or treated as a common-law employee by a Participating
        Employer will not be eligible to participate in the Plan. However, in
        the event that such an individual is reclassified or deemed to be
        reclassified as a common-law employee, the individual will be eligible
        to participate in the Plan no earlier than the actual date of such
        reclassification (if each individual otherwise qualifies as an Employee
        in the Eligible Class hereunder). If the effective date of any such
        reclassification is prior to the actual date of such reclassification,
        in no event will the reclassified individual be eligible to participate
        in the Plan retroactively to the effective date of such
        reclassification.

                                       12
<Page>

                              ARTICLE III - SERVICE

3.01    VESTING SERVICE

        A Participant's entitlement to benefits under the Plan shall be
        determined by the Participant's years of Vesting Service.

        Subject to the provisions of Section 3.03, all non-successive periods of
        Vesting Service shall be aggregated.

        Years of Vesting Service shall be measured in terms of years and
        fractions of a year, on the basis that twelve months of Service or 365
        days of Service equals a whole year of Service, and 30 days of Service
        equals a whole month of Service with respect to the aggregation of
        fractional months.

3.02    CREDITED SERVICE

        Years of Credited Service shall be measured in terms of years and
        fractions of a year, on the basis that twelve months of Service or 365
        days of Service equals a whole year of Service, and 30 days of Service
        equals a whole month of Service with respect to the aggregation of
        fractional months.

        In the case of an Eligible Employee who becomes Disabled and is covered
        under a long-term disability plan sponsored by the Employer or an
        Affiliated Employer, his Credited Service shall include his period of
        Disability up to the earlier of (i) the date he is no longer Disabled
        (as determined under the Employer's long-term disability insurance
        plan), (ii) his date of retirement, or (iii) his Normal Retirement Date.

3.03    PERIOD OF SEVERANCE RULES APPLICABLE TO YEARS OF SERVICE, VESTING
        SERVICE AND CREDITED SERVICE

        In computing Service for Plan eligibility, years of Vesting Service and
        years of Credited Service, Period of Service prior to a Period of
        Severance of one year or more shall be disregarded, if:

    a.  The Employee fails to complete a year of Vesting Service following his
        Reemployment Commencement Date; or

    b.  The Employee incurs a Disqualifying Period of Severance.

3.04    QUALIFIED MILITARY SERVICE

        Effective for reemployments initiated after December 12, 1994, and
        notwithstanding any provision of the Plan to the contrary,
        contributions, benefits and service credit with respect to qualified
        military service will be provided in accordance with Code
        Section 414(u).

                                       13
<Page>

                              ARTICLE IV - BENEFITS

4.01    NORMAL RETIREMENT BENEFITS

        A Participant's right to his Accrued Benefit shall become vested upon
        attainment of his Normal Retirement Age while employed by an Employer or
        Affiliated Employer.

        Subject to the further provisions of this Article IV, a Participant who
        retires on or after his Normal Retirement Age but before his Normal
        Retirement Date shall receive a monthly Normal Retirement Benefit
        commencing on his Normal Retirement Date. The Normal Retirement Benefit
        shall be equal to one twelfth (1/12) of the Participant's Accrued
        Benefit and shall be payable monthly.

        If a Participant continues to be an Employee (or is reemployed as an
        Employee) after his Normal Retirement Date and the commencement of his
        benefit payments is delayed (or, in the case of reemployment, suspended)
        in accordance with the provisions of Section 4.12, the Retirement
        Committee shall give written notice to such Participant as required
        under Department of Labor Regulations 2530.203-3(b)(4) no later than the
        end of the first calendar month or payroll period in which the payment
        of benefits would have been made if the Participant had not remained in
        or returned to employment.

4.02    EARLY RETIREMENT BENEFITS

        Upon attainment of his Early Retirement Eligibility Date, a Participant
        may elect to retire on or after such date and before his Normal
        Retirement Date, and receive, subject to the further provisions of this
        Article IV, a monthly benefit equal to one twelfth (1/12) of his Accrued
        Benefit determined as of his Early Retirement Date ("Early Retirement
        Benefit").

        The Early Retirement Benefit shall be payable to the Participant
        commencing on his Normal Retirement Date. The Participant may, however,
        elect on the appropriate form provided by the Retirement Committee to
        receive payment of his Early Retirement Benefit commencing on the first
        day of the month coincident with or next following his Early Retirement
        Date, or on the first day of any calendar month thereafter, but not
        later than his Normal Retirement Date.

        If the Participant elects to commence receiving benefits before his
        Normal Retirement Date, the benefit amount shall equal one twelfth
        (1/12) of his Accrued Benefit reduced by 5/9ths of 1% for each of the
        first 60 months and 5/18ths of 1% for each additional month by which the
        Participant's Benefit Commencement Date precedes his Normal Retirement
        Date.

                                       14
<Page>

4.03    LATE RETIREMENT BENEFITS

    a.  Retirements Prior to Age 70 1/2

        Each Participant who continues to be an Employee after attaining his
        Normal Retirement Date and retires prior to attaining age 70 1/2 shall,
        subject to the further provisions of this Article IV, be entitled upon
        actual retirement to receive a monthly benefit equal to one twelfth
        (1/12) of his Accrued Benefit determined as of his Late Retirement Date
        ("Late Retirement Benefit").

        The Late Retirement Benefit shall be payable to the Participant
        commencing on the first day of the month coincident with or next
        following the Participant's Late Retirement Date.

    b.  Commencement of Benefits While Actively Employed

        i.      The Late Retirement Benefit payable to a Participant who attains
                age 70 1/2 and who continues to be an Employee shall be equal to
                one twelfth (1/12) of the Participant's Accrued Benefit
                determined as of the earlier of:

                A.  The Participant's Late Retirement Date, or

                B.  The last day of the Plan Year in which the Participant
                    attains age 70 1/2.

        ii.     The Late Retirement Benefit payable monthly under this
                Section 4.03(b) shall commence on the earlier of:

                A.  The first day of the month following in which the
                    Participant retires, or

                B.  The first day of the month following the last day of the
                    Plan Year in which the Participant attains age 70 1/2.

        iii.    The monthly benefit of a Participant who has begun receiving
                benefits and who continues to be an Employee after his
                attainment of age 70 1/2 shall be adjusted, effective on the
                January 1 following the Plan Year in which the Participant's
                benefit commenced and on each succeeding January 1 prior to the
                Participant's Late Retirement Date, to reflect the effect of
                changes in the Participant's Accrued Benefit since the previous
                January 1. The final adjustment shall be made as of the
                Participant's Late Retirement Date. Adjustments required by this
                paragraph shall include a reduction equal to the Actuarial
                Equivalent of any benefit payments already made with respect to
                the Participant. In no event, however, will the benefit payable
                to the Participant be reduced as a result of this paragraph.

                Furthermore, the operation of this paragraph will not affect the
                form of benefit payment previously elected by the Participant.

                                       15
<Page>

4.04    TERMINATION OF EMPLOYMENT BEFORE RETIREMENT

        If a Participant ceases to be an Employee for reasons other than death,
        Disability, or retirement after attaining his Early Retirement Date or
        Normal Retirement Age, the Participant shall be entitled to receive his
        vested Accrued Benefit, if any, determined as of the Participant's
        Severance from Service Date. The vested Accrued Benefit of a Participant
        who completes an Hour of Service on or after the Closing Date shall be a
        percentage of his Accrued Benefit determined on the basis of the
        Participant's number of full years of Vesting Service according to the
        following schedule:

<Table>
<Caption>
               Years of Vesting Service         Vesting Percentage
               ------------------------         ------------------
                  <S>                                  <C>
                  Less than 5 years                     0%
                   5 years or more                     100%
</Table>

        One twelfth (1/12) of the Participant's vested Accrued Benefit shall be
        payable to him monthly commencing on his Normal Retirement Date. If,
        however, the Participant has completed at least 10 years of Vesting
        Service, he may elect, on the appropriate form provided by the
        Retirement Committee, to receive one twelfth (1/12) of his vested
        Accrued Benefit payable monthly commencing on the first day of any month
        coincident with or next following the later of his 55th birthday or
        separation from service, but not later than his Normal Retirement Date.
        If the Participant elects to commence receiving benefits before his
        Normal Retirement Date, the benefit amount shall equal one twelfth
        (1/12) of the Participant's vested Accrued Benefit reduced in accordance
        with the provisions of Section 4.02 including, if applicable, provisions
        pertaining to the use of reduction factors from the Prior Plans whenever
        appropriate.

        Any Participant who has not completed 10 years of Vesting Service but
        completes the years of service required as a condition of his attaining
        his Early Retirement Eligibility Date, as described in Section 1.16 of
        this Plan, may also elect, on the appropriate form provided by the
        Retirement Committee, to receive one twelfth (1/12) of his vested
        Accrued Benefit commencing on the first day of any month coincident
        with or next following the later of his attaining the corresponding age
        condition applicable to the Participant under the definition of "Early
        Retirement Eligibility Date" under section 1.16 of this Plan or
        separation from service, but not later than his Normal Retirement Date.
        If the Participant elects to commence receiving benefits before his
        Normal Retirement Date, the benefit amount shall equal one twelfth
        (1/12) of the Participant's vested Accrued Benefit reduced in accordance
        with the provisions of Section 4.02.

4.05    PRE-RETIREMENT SURVIVING SPOUSE ANNUITY

    a.  If a Participant who is vested in his Accrued Benefit dies before his
        Benefit Commencement Date, his surviving Spouse, if any, to whom the
        Participant has been married for at least one year prior to the time of
        his death, will receive a Pre-Retirement Surviving Spouse Annuity (as
        described in paragraph (b) below).

                                       16
<Page>

    b.  The term "Pre-Retirement Surviving Spouse Annuity" means a monthly
        benefit, beginning on the Starting Date (as defined in paragraph (c)
        below) and ending with a payment made on the first day of the month in
        which the Spouse's death occurs, in an amount equal to the monthly
        benefit that would have been payable to the surviving Spouse if the
        Participant had separated from service at the earlier of his actual
        termination of employment or date of death, had survived until the
        Starting Date and had begun to receive benefits in the form of a
        Qualified Joint and Survivor Annuity.

    c.  The term "Starting Date" means the day that would have been the
        Participant's Normal Retirement Date, or in the case of the surviving
        Spouse of the Participant who had at least 10 Years of Vesting Service
        (or has satisfied the service requirement under the terms of
        Section 1.16 applicable to such Participant) and if the surviving Spouse
        so elects, the first day of any earlier month following the later of the
        day the Participant dies or the day he would have attained age 55 (or
        has satisfied the age requirement under the terms of Section 1.16
        applicable to the Participant); provided that the Starting Date with
        respect to a Participant who dies after his Normal Retirement Date and
        before his Benefit Commencement Date shall be the first day of the month
        following his death.

4.06    DISABILITY BENEFITS

        In the event a Participant becomes Disabled while an Eligible Employee
        and such Participant is not covered under a long-term disability plan
        maintained by the Employer or an Affiliated Employer, the Participant
        shall be eligible to receive a "Disability Benefit", regardless of his
        number of years of Vesting Service as his Severance from Service Date.
        The Disability Benefit shall commence on the later of (i) the first day
        of the month following six months of Disability and (ii) the date of the
        Social Security entitlement provided the Employee has applied for a
        Disability Benefit under the Plan. A claim for Disability Benefits under
        this Plan will not be honored unless all applications and eligibility
        conditions have been satisfied within two years from the last day on
        which the Employee was active at work with an Employer. The Disability
        Benefit shall be equal to one twelfth (1/12) of the Participant's
        unreduced Accrued Benefit based on his Average Annual Compensation and
        Credited Service as of his Severance from Service Date.

        If a Participant becomes Disabled while covered under a long-term
        disability plan maintained by the Employer or an Affiliated Employer,
        such Participant shall not be entitled to receive Disability Benefits
        under this Plan but shall be credited with Credited Service and Vesting
        Service for as long as the Participant remains Disabled (or, if sooner,
        age 65) and shall be treated as an active Participant during such period
        for purposes of Section 4.05 of this Plan. Such Participant's Average
        Annual Compensation at the end of such period of Disability shall be
        equal to the Participant's Average Annual Compensation determined at the
        commencement of the Disability. If upon ceasing to be Disabled (as
        determined under the Social Security Act or the Employer's long-term
        disability plan) prior to the earlier of his Early Retirement
        Eligibility Date or Normal Retirement Date, such Participant refuses an
        offer of employment from an Employer or Affiliated Employer, his
        Severance from Service Date shall be the date his Disability

                                       17
<Page>

        began and he shall be entitled to receive only such benefits, if any, to
        which he would have been entitled under Article IV at the time of such
        Severance from Service Date. If, upon ceasing to be Disabled (as
        determined under the Social Security Act or the Employer's long-term
        disability plan) prior to the earlier of his Early Retirement
        Eligibility Date or Normal Retirement Date, such Participant is not
        offered work by an Employer or Affiliated Employer, his period of
        Disability shall be taken into account in determining his Vesting
        Service and Credited Service, and he shall be deemed to have commenced a
        period of Layoff for purposes of the Plan on the date his Disability
        ends. However, if such Participant is subsequently offered employment by
        an Employer or Affiliated Employer which he refuses, his Layoff period
        shall terminate immediately upon such refusal (or within 10 days of the
        job offer) for purposes of determining the Participant's Severance from
        Service Date.

4.07    PAYMENT OF RETIREMENT BENEFITS

    a.  NORMAL FORM OF PAYMENT

        i.      FOR PARTICIPANTS WITH A SPOUSE. If a Participant has a Spouse on
                his Benefit Commencement Date, benefits shall be paid in the
                form of a Qualified Joint and Survivor Annuity, unless the
                Participant has filed with the Retirement Committee a written
                election, on the appropriate form provided by the Retirement
                Committee, to receive benefits in an optional form of payment
                provided by the Plan. Any election by a Participant not to
                receive benefits in a Qualified Joint and Survivor Annuity form
                of payment must be a Qualified Election pursuant to paragraph
                (c)(iii) below. A Qualified Election shall become effective upon
                receipt of the completed form by the Retirement Committee.

                A QUALIFIED JOINT AND SURVIVOR ANNUITY provides a reduced amount
                of monthly income for the life of the Participant, and in the
                event of his death, an amount of monthly income equal to 50% or
                100% thereof, as elected by the Participant, for the life of the
                Participant's surviving Spouse. The Qualified Joint and Survivor
                Annuity is the Actuarial Equivalent of the benefit amount which
                would otherwise be payable as a Single Life Annuity. If the
                Participant fails to make an election, such Participant shall be
                deemed to have elected a 50% survivor's annuity.

        ii.     FOR PARTICIPANTS WITHOUT A SPOUSE. If a Participant does not
                have a Spouse on his Benefit Commencement Date, benefits shall
                be paid in the form of a Single Life Annuity, unless the
                Participant has filed with the Retirement Committee a written
                election to receive benefits in an optional form of payment
                provided by the Plan.

                A SINGLE LIFE ANNUITY provides an amount of monthly income for
                the life of the Participant.

                                       18
<Page>

    b.  OPTIONAL FORMS OF PAYMENT

        A Participant may elect in writing on the appropriate form provided by
        the Retirement Committee (and subject to the Qualified Election
        requirements if the Participant has a Spouse) to receive benefit
        payments under one of the optional forms of payment described below. The
        benefit amount determined under an optional form of payment shall be the
        Actuarial Equivalent of the benefit amount which would otherwise be
        payable as a Single Life Annuity.

        i.      A SINGLE LIFE ANNUITY which provides an amount of monthly income
                for the life of the Participant.

        ii.     A CONTINGENT ANNUITY which provides a reduced amount of monthly
                income for the life of the Participant, and, in the event of the
                Participant's death, an amount of monthly income equal to 50% or
                100% thereof, as elected by the Participant, for the life of his
                Beneficiary.

        iii.    A CERTAIN AND CONTINUOUS ANNUITY which provides a reduced amount
                of monthly income for the life of the Participant, with the
                provision that no less than a total of 60 or 120 monthly
                payments (as elected by the Participant) shall be made in any
                event to him; and, in the event of his death prior to completion
                of the guaranteed number of payments, the remaining payments
                shall be made to such Beneficiary as the Participant shall have
                designated.

                If the Beneficiary survives the Participant but dies before
                having received the entire benefit to which such Beneficiary is
                entitled, the remainder of such benefit payments shall be paid
                to the person or persons designated by such Beneficiary, or, if
                no such designation was made or if such designation shall have
                lapsed or failed for any reason, to the estate of the
                Participant's Beneficiary.

                If there is no Beneficiary surviving at the time of the
                Participant's death and the Participant dies before having
                received the guaranteed number of monthly payments, the
                remainder of the benefit payments to which the Participant is
                entitled shall be paid to the estate of the Participant.

    c.  ELECTION TO BENEFITS

        i.      NOTICE OF PAYEES. The Retirement Committee shall furnish the
                individual with a general notice of distribution at least 30
                days prior to the date that payments commence. The notice shall
                be in writing, shall be given to the Participant in person or by
                mail, and shall set forth an explanation of:

                A.  The Participant has at least 30 days after receipt of the
                    notice to make his election.

                B.  The terms and conditions of the Qualified Joint and Survivor
                    Annuity;

                                       19
<Page>

                C.  The Participant's right to elect, and the effect of
                    electing, to waive the Qualified Joint and Survivor Annuity;

                D.  The rights of the Participant's Spouse;

                E.  The right to revoke, and the effect of revoking, an election
                    to waive the Qualified Joint and Survivor Annuity;

                F.  The eligibility conditions and material features of the
                    optional forms of payment available under the Plan; and

                G.  Such other information as may be required under applicable
                    regulations.

        ii.     WAIVER OF QUALIFIED JOINT AND SURVIVOR ANNUITY. A Participant
                may revoke an election to waive a Qualified Joint and Survivor
                Annuity and elect again to waive a Qualified Joint and Survivor
                Annuity at any time and any number of times before the later of
                the date benefits actually commence or 30 days after receiving
                the notice described in paragraph (i) above by filing the
                appropriate election form with the Retirement Committee.
                Revocation of a prior waiver may be made by a Participant, in
                writing, without consent of the Spouse. The Participant may
                elect (with appropriate spousal consent) to waive the 30 day
                requirement provided that benefits actually commence more than 7
                days after the notice is provided.

        iii.    QUALIFIED ELECTION.

                A.  A Participant may designate a Beneficiary while the Spouse
                    is living only with the written consent of the Spouse,
                    except if the Spouse is named as Beneficiary under a
                    Contingent Annuity. If a Participant has a Spouse on his
                    Benefit Commencement Date, the Participant may waive a
                    Qualified Joint and Survivor Annuity only with the written
                    consent of the Spouse.

                B.  A spousal consent is effective when received by the
                    Retirement Committee and must:

                    1.  Be in writing on a form provided by the Retirement
                        Committee;

                    2.  Specify the Beneficiary, including any contingent
                        Beneficiaries, which may not be changed without spousal
                        consent;

                    3.  Specify the form of benefit payment elected by the
                        Participant in lieu of the Qualified Joint and Survivor
                        Annuity;

                    4.  Acknowledge the effect of such consent; and

                    5.  Be witnessed by a notary public or Plan representative.

                                       20
<Page>

                    Any such consent will be valid only with respect to the
                    Spouse who signs the consent. Spousal consent is not
                    required, however, if the Participant establishes to the
                    satisfaction of the Retirement Committee that there is no
                    Spouse, the Spouse cannot be located, or the Participant can
                    show by the court order that he is legally separated or has
                    been abandoned by the Spouse within the meaning of local
                    law, or if otherwise permitted under applicable regulations.

                C.  A spousal consent to a Participant's designation of his
                    estate or a trust as his Beneficiary shall be effective only
                    if the Spouse expressly waives the right to approve any
                    further Beneficiary designations by the Participant. Such
                    general consent must acknowledge that the Spouse has the
                    right to limit consent to a specific Beneficiary and that
                    the Spouse voluntarily elects to relinquish such right.

                D.  If the Spouse is legally incompetent to give consent, the
                    Spouse's legal guardian, who may be the Participant, may
                    consent to the waiver of the Qualified Joint and Survivor
                    Annuity.

                E.  An election to waive a Qualified Joint and Survivor Annuity,
                    and any required spousal consent thereto, shall be valid
                    only if it is made no earlier than 90 days before the
                    Participant's Benefit Commencement Date.

        iv.     DESIGNATION OF BENEFICIARY. A Participant shall have the right
                to designate a Beneficiary, and may, in addition, name a
                contingent Beneficiary to receive any benefits provided by the
                Plan after the death of the Participant in accordance with the
                provisions of Section 4.07(b). Such designation of a Beneficiary
                or contingent Beneficiary shall not be effective for any purpose
                unless and until it has been filed on an appropriate form by the
                Participant with the Retirement Committee; provided that such
                designation shall take effect prospectively only and without
                prejudice to any payor or payee on account of any payments made
                before receipt of the appropriate form by the Retirement
                Committee.

                Notwithstanding the above, the following provisions shall apply:

                A.  A Participant's Beneficiary shall be his surviving Spouse,
                    if the Participant has a surviving Spouse, unless the
                    Participant has designated another Beneficiary pursuant to
                    the Qualified Election requirements of paragraph (iii)
                    above.

                B.  A Participant may change his Beneficiary any number of times
                    before his Benefit Commencement Date in the case of an
                    election of a Contingent Annuity or a Certain and Continuous
                    Annuity, subject to the Qualified Election requirements
                    described in paragraph (iii) above.

                                       21
<Page>

                C.  A Participant may change his Beneficiary after his Benefit
                    Commencement Date in the case of an election of a Certain
                    and Continuous Annuity only in the event the named
                    Beneficiary dies, subject to the Qualified Election
                    requirements described in paragraph (iii) above.

        v.      RESTRICTION ON PAYMENT OPTIONS. An election of an optional form
                of payment shall not be effective unless the form of payment
                elected complies with the requirements of Section 401(a)(9) of
                the Code, and the regulations issued thereunder, the provisions
                of which are incorporated herein by reference.

        vi.     TIMING FOR CHANGE OF PAYMENT OPTION. A Participant may change
                his election of a form of payment any number of times before the
                later of his Benefit Commencement Date or the 30-day period
                following receipt of the notice described in paragraph (i)
                above, by filing the appropriate form with the Retirement
                Committee. If the Participant has a Spouse, the election of a
                new form of payment, other than election of a Contingent Annuity
                (as described in paragraph (b)(ii) above) naming the Spouse as
                Beneficiary, shall be subject to the Qualified Election
                requirements of paragraph (iii) above.

    d.  PAYMENT OF SMALL AMOUNTS

        Notwithstanding any provision to the contrary in this Article IV, if the
        Actuarial Equivalent value of a Participant's nonforfeitable Accrued
        Benefit does not exceed $5,000 on the Benefit Commencement Date, such
        amount shall be distributed to the Participant in a single lump-sum cash
        payment, subject to the provisions of Section 4.16. If the Actuarial
        Equivalent value of the Pre-Retirement Surviving Spouse Annuity payable
        to a Participant's Spouse under Section 4.05 does not exceed $5,000 on
        the Benefit Commencement Date, such amount shall be distributed to the
        Spouse in a single lump-sum cash payment, subject to the provisions of
        Section 4.14. Payment of such small amounts shall be in final
        satisfaction of any rights with respect to a Participant's benefits
        under the Plan. No distribution shall be made under this paragraph (d)
        with respect to an annuity for which payments have begun.

        Distribution shall be made as soon as practicable after the
        Participant's Severance from Service Date or the date the Participant's
        death is reported to the Retirement Committee.

        `If the Actuarial Equivalent value of the vested portion of a
        Participant's Accrued Benefit is zero, the Participant shall be deemed
        to have received a single-sum distribution of the vested portion of his
        Accrued Benefit on his Severance from Service Date and the nonvested
        portion of his Accrued Benefit shall thereupon be forfeited. If such
        Participant has not incurred a Disqualifying Period of Severance before
        his Reemployment Commencement Date, the nonvested portion of the Accrued
        Benefit forfeited pursuant to this paragraph (d) shall be restored.

                                       22
<Page>

4.08    TIMING OF DISTRIBUTIONS

    a.  Except as provided in paragraph (b) below, distribution of a
        Participant's Plan benefits shall be made no later than the 60th day
        after the close of the Plan Year following the later of the
        Participant's:

        i.      Normal Retirement Date;

        ii.     10th anniversary of Plan participation; or

        iii.    Separation from service with all Employers and Affiliated
                Employers;

        provided, however, that payments shall not begin prior to the date on
        which the Participant applies for retirement on forms provided by the
        Retirement Committee.

    b.  If the amount of benefit cannot be determined by the date distribution
        is required to begin, payment will begin no later than 60 days after the
        date the amount of benefit can be determined, and shall include payments
        retroactive to the required beginning date.

    c.  Notwithstanding any provision of the Plan to the contrary, all
        distributions under the Plan shall comply with requirements of
        Section 401(a)(9) of the Code.

4.09    DISTRIBUTION FOR MINOR OR INCOMPETENT PAYEE

        In the event a distribution is to be made to a minor or other legally
        incompetent person, the Retirement Committee may in its discretion
        direct that such distribution be made (a) directly to such individual,
        or (b) to the parent or other legal guardian, committee, or conservator
        of such individual, or to a custodian for a minor Beneficiary under the
        Uniform Gift to Minors Act or the Uniform Transfers to Minors Act, or
        any such other applicable state law then in effect. Payment to any such
        individual shall fully discharge the Retirement Committee, Trustee,
        Employer, Plan and any person or entity making such payment pursuant to
        the direction of the Retirement Committee from further liability on
        account thereof.

        Without in any manner limiting the provisions of this Section 4.09, in
        the event that any amount is payable hereunder to a minor or any other
        legally incompetent person, the Retirement Committee may in its
        discretion utilize the procedures described in Section 4.10.

4.10    DOUBT AS TO RIGHT OF PAYMENT

        If any doubt exists as to the right of any person to any payment
        hereunder or the amount or time of such payment (including, without
        limitation, any case of doubt as to identity or legal competence, or any
        case in which any notice has been received from any other person
        claiming any interest in amounts payable hereunder, or any case in which
        a claim form other persons may exist by reason of community property or
        similar laws), the

                                       23
<Page>

        Retirement Committee, in its discretion, may direct the Trustee to hold
        such sum until such right or amount or time is determined or until order
        of a court of competent jurisdiction (in which case distribution will
        begin pursuant to Section 4.10(c)), or pay such sum into court in
        accordance with appropriate rules of law in such case then provided, or
        to make payment only upon receipt of a bond or similar indemnification
        (in such amount and in such form as is satisfactory to the Retirement
        Committee).

4.11    PROOF OF DEATH

        The Retirement Committee may, as a condition precedent to making payment
        to any Beneficiary, require that a death certificate, burial
        certificate, or other evidence of death acceptable to it be furnished.

4.12    SUSPENSION OF BENEFITS

    a.  CONDITIONS FOR SUSPENSION

        If any Participant is reemployed by an Employer or Affiliated Employer
        on or after his Benefit Commencement Date and before age 70 1/2, or if
        any Participant continues in employment with an Employer or Affiliated
        Employer after his Normal Retirement Date, any benefit payments under
        the Plan which have begun shall cease if the Participant receives
        payment for any Hours of Service performed on each of 8 or more days (or
        separate work shifts) in the calendar month or in the four or five-week
        payroll period ending in the calendar month.

    b.  REDETERMINATION AND FORM OF BENEFITS

        Upon the subsequent termination of employment of a Participant who was
        eligible to begin receiving payments under the Plan on his prior
        Severance from Service Date (whether or not such benefit payments had
        actually commenced), the Participant's Accrued Benefit shall be
        redetermined in accordance with the provisions of this Plan applicable
        to him as of his subsequent Severance from Service Date, as if no prior
        benefit payments had been made, and his Accrued Benefit as so
        redetermined shall then be reduced by (i) the Actuarial Equivalent of
        the benefit payments, if any, previously made to such Participant prior
        to his Normal Retirement Date or (ii) in case of a lump-sum payment, the
        Actuarial Equivalent of the payment other than the portion of the
        payment attributable to the period (if any) after Normal Retirement Date
        and before Reemployment Commencement Date. The form of payment of any
        Accrued Benefit to which he may thereafter become entitled shall be
        determined in accordance with the provisions of this Article IV without
        regard to the form in which his Accrued Benefit had previously been
        paid, except provided in paragraph (c) below.

        The Participant's Accrued Benefit as so determined shall not be less
        than his Accrued Benefit prior to the suspension of payments.

                                       24
<Page>

    c.  RESUMPTION OF BENEFITS

        In the case of a Participant who was receiving benefit payments prior to
        his reemployment, payment of such benefits shall resume no later than
        the first day of the third calendar month following the month in which
        the Participant ceases to satisfy the conditions for suspension
        described in paragraph (a) above. If the period of suspension is less
        than three months, the Participant's benefits shall continue to be paid
        in the same form of payment as before suspension.

    d.  REQUIRED DISTRIBUTION OF BENEFITS

        Benefits payable under the Plan to a Participant who is in the employ of
        an Employer or Affiliated Employer on or after the date the Participant
        attains age 70 1/2 shall begin to be paid or shall continue to be paid,
        whichever is applicable, in accordance with the provisions of
        Section 4.03.

4.13    BENEFITS PAYABLE ONLY FROM TRUST FUND

        All benefits payable under this Plan shall be paid or provided for
        solely from the Trust Fund, and neither any Employer nor its
        shareholders, directors, employees, or any member of the Retirement
        Committee shall have any liability or responsibility therefor. Except
        as otherwise provided by law, no Employer assumes any obligations under
        this Plan except those specifically stated in the Plan.

4.14    DIRECT ROLLOVER DISTRIBUTIONS

        Any other provisions of the plan notwithstanding, upon becoming entitled
        to receive an "eligible rollover distribution," a "distributee" may
        elect to have the distribution paid in a "direct rollover" to the plan
        that is specified, in writing, to the Retirement Committee to be an
        "eligible retirement plan." Such a direct rollover is not subject to the
        20% income tax withholding that would otherwise be required with respect
        to any eligible rollover distribution.

        The term "eligible retirement plan" includes individual retirement
        accounts described in Section 408(a) of the Code, individual retirement
        annuities (other than endowment contracts) described in Section 408(b)
        of the Code, qualified trusts described in Section 401(a) of the Code,
        and annuity plans described in Section 403(a) of the Code, that accepts
        the eligible rollover distribution; provided, however, that with respect
        to distributions made prior to January 1, 2002 to the surviving spouse
        of a Participant, the term "eligible retirement plan" includes only
        individual retirement accounts described in Section 408(a) of the Code,
        and individual retirement annuities (other than endowment contracts)
        described in Section 408(b) of the Code. For distributions made after
        December 31, 2001, the term "eligible retirement plan" shall also
        include an annuity contract described in Section 403(b) of the Code, and
        an eligible plan described in Section 457(b) of the Code which is
        maintained by an eligible employer described in

                                       25
<Page>

        Section 457(e)(1)(A) of the Code, which agrees to separately account for
        amounts transferred into such plan from this Plan.

        An "eligible rollover distribution" is any distribution of all or any
        portion of the benefit payable to the distributee, except that an
        eligible rollover distribution does not include: any distribution that
        is one of a series of substantially equal periodic payments (not less
        frequently than annually) made for the life (or life expectancy) of the
        distributee or the joint lives (or joint life expectancies) of the
        distributee and the distributee's designated beneficiary, or for a
        specified period of ten years or more; any distribution to the extent
        such distribution is required under Section 401(a)(9) of the Code; and
        for distributions made prior to January 1, 2002, any portion of any
        distribution that is not includible in gross income.

        A "distributee" includes an Employee or former Employee; in addition,
        the Employee's or former Employee's surviving Spouse and the Employee's
        or former Employee's Spouse or former Spouse who is the Alternate Payee
        under a Qualified Domestic Relations Order are distributees with regard
        to the interest of the Spouse or former Spouse. A "direct rollover" is a
        payment by the Plan to the eligible retirement plan specified by the
        distributee.

        A distributee is permitted to elect to have a portion of an eligible
        rollover distribution paid to an eligible retirement plan in direct
        rollover and to have the remainder paid to the distributee provided that
        the direct rollover amount totals $500 or more. Distributees are not
        permitted to elect rollover treatment with respect to eligible rollover
        distributions that are less than $200.

        The Retirement Committee will provide the distributee, pursuant to
        Section 402(f) of the Code, with a written explanation explaining the
        rules under which such distributee may have the eligible rollover
        distribution paid in a direct rollover to an eligible retirement plan,
        the tax withholding rules for direct rollovers and the 60-day rollover
        option, and, if applicable, certain rules regarding the taxation of the
        distribution. This notice will be provided to each distributee within a
        reasonable period of time before receiving an eligible rollover
        distribution.

4.18    ACCRUED BENEFIT REDUCED BY PREVIOUS LUMP-SUM DISTRIBUTION

        The Accrued Benefit of any Participant who returns to employment after
        receiving a lump-sum distribution under Section 4.07 of the Plan shall
        be determined based on his total Credited Service (which term shall
        include, solely for purposes of this Section 4.18, credited service
        prior to January 1, 2003) reduced by the accrued benefit attributable to
        such lump sum previously distributed; provided, however, that the
        Accrued Benefit shall not be reduced below the benefit that the
        Participant would have received if his prior Credited Service (including
        service prior to January 1, 2003, if applicable) had been disregarded on
        reemployment and there had been no such offset.

                                       26
<Page>

        In no event shall such Participants be entitled to restore to the Plan
        any amounts previously distributed by repayment of such amounts to the
        Plan or by any other method.

                                       27
<Page>

                     ARTICLE V - MAXIMUM BENEFIT LIMITATIONS

5.01    MAXIMUM ANNUAL BENEFIT

    a.  Solely for purposes of this Article V:

        i.      "AFFILIATE" shall have the meaning of Affiliated Employer as set
                forth in Section 1.04, but modified as provided in Section
                415(h) of the Code.

        ii.     "ANNUAL ADDITION" means the sum of any Limitation Year of:

                A.  employer contributions to a plan (or portion thereof)
                    subject to Section 415(c) of the Code maintained by an
                    Employer or Affiliate,

                B.  forfeitures under all such plans (or portion thereof), if
                    any, credited to employee accounts,

                C.  the amount of an employee's own contributions under all such
                    plans (or portion thereof), and

                D.  amounts described in Section 419A(d)(2) of the Code
                    (relating to post-retirement medical benefits of key
                    employees) or allocated to a pension plan individual medical
                    account described in Section 415(1) of the Code to the
                    extent includable for purposes of Section 415(c)(2) of the
                    Code.

                The employee contributions described in clause (C) above shall
                not include any rollover contributions, any repayments of loans,
                or any prior distributions repaid to a plan upon the exercise of
                buy-back rights.

                Employer and employee contributions taken into account as Annual
                Additions shall include "excess contributions" as defined in
                Section 401(k)(8)(B) of the Code, "excess aggregate
                contributions" as defined in Section 401(m)(60(B) of the Code
                and "excess deferrals" as described in Section 402(g) of the
                Code, regardless of whether such amounts are distributed or
                forfeited, unless such amounts constitute excess deferrals that
                were distributed to the Participant no later than the first
                April 15 following the close of the taxable year of the
                Participant in which such deferral was made.

                The Annual Additions for any Limitation Year beginning before
                January 1, 1987 shall not be recomputed to treat all employee
                contributions as Annual Additions.

        iii.    "DOLLAR LIMIT" means $90,000. For Limitation Years beginning
                after December 31, 2001, the Dollar Limit means $160,000 for any
                Participant who is credited with an Hour of Service on or after
                the first Limitation Year beginning after December 31, 2001. The
                above Dollar Limit shall be adjusted from time to time (prior to
                a Participant's Benefit Commencement Date) to reflect increases
                in the

                                       28
<Page>

                cost of living pursuant to applicable regulations). The
                adjustment to the Dollar Limit required pursuant to the above
                for any year shall be the cost-of-living adjustment that is
                effective as of the January 1 that occurs in such year. No such
                adjustment shall be taken into account before the year for which
                such adjustment first takes effect.

        iv.     "EARNINGS" for any year means total compensation actually paid
                or made available by all Employers and Affiliates, or
                predecessors of any of them, for such year (without regard to
                whether or not an amount is paid in cash), including (A) income
                from sources without the United States whether or not excludable
                for Federal income tax purposes, (B) amounts paid or reimbursed
                for moving expenses to the extent not deductible by the
                Participant for Federal income tax purposes, (C) amounts related
                to the value of property transferred in connection with
                performance of services which are includable for Federal income
                tax purposes in the year of transfer under Section 83(b) of the
                Code, and (D) taxable income attributable to employer-provided
                life insurance.

                Earnings shall not include deferred compensation (other than
                payments under an unfunded plan that are currently includable in
                income), income realized in respect of stock options or other
                distributions which receive special tax benefits. Where
                applicable, Earnings shall include self-employment income from a
                sole proprietorship or partnership which constitutes "earned
                income" within the meaning of Section 401(c)(2) of the Code
                (without regard to any exclusion under Section 911 of the Code).
                Effective January 1, 1998, "Earnings" shall include any elective
                deferrals under Code Section 402(g)(3), and any amount which is
                contributed or deferred by the Employer at the election of the
                Participant and is not includable in gross income by reason of
                Code Sections 125, 403(b) and 457, and effective January 1,
                2001, shall include any amount which is contributed or deferred
                by the Employer at the election of the Participant and is not
                includible in gross income by reason of Code Section 132(f)(4).

        v.      "PERCENTAGE LIMIT" means 100% of the Participant's average
                annual Earnings for the three consecutive calendar years (or, if
                the Participant's period of employment is less than three years,
                for his entire period of employment) as a Participant during
                which Earnings were highest (as adjusted form time to time to
                reflect increases in the cost of living pursuant to applicable
                regulations). The adjustment for any year shall be the
                cost-of-living adjustment that if effective as of the January 1
                that occurs in such year. No such adjustment shall be taken into
                account before the year for which such adjustment is made.

    b.  The actual or projected annual amount of Accrued Benefit of a
        Participant, payable as a qualified joint and survivor annuity (as
        defined in Section 417(b) of the Code) or an annuity for life only,
        shall not exceed the lesser of the Dollar Limit or the Percentage Limit;
        provided, however, that the Percentage Limit shall not apply to a
        Participant's benefit if the annual amount of such benefit does not
        exceed $10,000, and the Participant

                                       29
<Page>

        has not at any time participated in a defined contribution plan
        maintained by an Employer or Affiliate.

    c.  If the benefit payable to a Participant is in any form other than a
        qualified joint and survivor annuity (as defined in Section 417(b) of
        the Code) or an annuity for life only, the annual amount of Accrued
        Benefit payable to the Participant shall not exceed the lesser of the
        Actuarial Equivalent of an annuity for life only which does not exceed
        the lesser of the Dollar Limit or the Percentage Limit. In making such
        actuarial adjustment, no adjustment shall be made for any ancillary
        benefit provided under the Plan which is not directly related to
        retirement benefits, including, without limitation, disability benefits,
        medical benefits and pre-retirement death benefits (including any such
        death benefit coverage described in Section 4.05). Effective January 1,
        1998, for purposes of this subsection (c), Actuarial Equivalent will be
        determined using the assumptions set forth in Section 1.03(b).

    d.  If payment of the Participant's Plan benefits commences before his
        Social Security Retirement Age but on or after the date he attains age
        62, the Dollar Limit shall be reduced: (i) if the Participant's Social
        Security Retirement Age is 65, by 5/9ths of 1% for each month by which
        the commencement of payment of his benefits precedes the month in which
        he attains age 65; or (ii) if the Participant's Social Security Age is
        66 or 67, by 5/9ths of 1% for each of the first 36 months and 5/12ths of
        1% for each additional month by which the commencement of payment of his
        benefits precedes the month in which he attains his Social Security
        Retirement Age. For Limitation terms beginning after December 31, 2001,
        the provisions of this subsection (d) shall no longer apply.

    e.  If payment of a Participant's Plan benefits commences before age 62, the
        Dollar Limit shall be reduced in accordance with applicable regulations,
        so that it is the Actuarial Equivalent of the Dollar Limit as applied to
        a benefit beginning at age 62. For purposes of this paragraph, Actuarial
        Equivalent shall be determined using the assumptions set forth in
        Section 1.02, or an interest rate of 5% and the mortality table
        referenced in Code Section 417(e)(3), whichever produces the greater
        reduction in the Dollar Limit. Any decrease in the Dollar Limit
        determined in accordance with this paragraph shall not reflect a
        mortality decrement if benefits are not forfeited upon the death of the
        Participant. If any benefits are forfeited upon death, the full
        mortality decrement is taken into account.

    f.  If the payment of benefits to a Participant commences after his age 65,
        the Dollar Limit shall be increased in accordance with applicable
        regulations so that it is the Actuarial Equivalent of the Dollar Limit
        as applied to a benefit beginning at his age 65. The probability of the
        Participant dying after age 65 and before the age at which the payment
        of benefits would commence shall not be taken into account in increasing
        the Dollar Limit under this paragraph (f). For purposes of this
        paragraph, Actuarial Equivalent shall be determined using the
        assumptions specified in Section 1.02, or an interest rate of 5% and the
        mortality table referenced in Code Section 417(e)(3), whichever produces
        the smaller increase in the Dollar Limit.

                                       30
<Page>

    g.  If the Participant has completed fewer than ten years of participation
        in the Plan, within the meaning of Section 415(b)(5)(A)(i) of the Code,
        the Dollar Limit shall be adjusted by multiplying such amount by a
        fraction, the numerator of which is the Participant's number of years of
        participation in the Plan or parts thereof and the denominator of which
        is 10.

    h.  If the Participant has completed fewer than ten years of Vesting
        Service, the Percentage Limit and the $10,000 limit described in
        paragraph (b) above shall be adjusted by multiplying such amounts by a
        fraction, the numerator of which is the Participant's number of years of
        Vesting Service or parts thereof and the denominator of which is 10.
        Solely for purposes of this paragraph (h) and paragraph (k) below,
        service with an Affiliate that is not an Affiliated Employer shall be
        deemed to be Vesting Service.

    i.  In no event shall the provisions of paragraphs (g) or (h) above reduce
        the Dollar Limit, Percentage Limit or $10,000 limit described in
        paragraph (b) above to an amount less than one-tenth of such limit,
        determined without regard to the provisions of Sections 5.01(g)(h).

    j.  The benefits payable under this Plan, as limited by this Article V,
        shall be subject to further limitation in order that the amount of
        employer-provided benefits payable under all defined benefits plans
        maintained by all Employers and Affiliates shall not, in the aggregate,
        exceed the benefit limitations described in Section 415 of the Code. If
        a reduction in the benefits under such defined benefit plans in the
        aggregate is thus required, such reduction shall be applied in the
        reverse order in which benefits under such plans would otherwise accrue
        except as any such other plan may otherwise expressly provide, provided
        that benefits under any multi-employer pension plan shall be reduced
        last.

    k.  If a Participant participates or participated in one or more defined
        contribution plans maintained by an Employer or Affiliate (including any
        plan so considered as a result of any employee contributions to a
        defined benefit plan, or otherwise subject to Section 415(c) of the
        Code), the sum of the defined benefit plan fraction and the defined
        contribution plan fraction as of the close of any year shall not exceed
        1.0.

        For any year, the defined benefit plan fraction is a fraction, the
        numerator of which is the projected annual benefit within the meaning of
        Section 415(e)(2)(A) of the Code (disregarding benefits derived from
        employee contributions) determined as of the close of the year of the
        Participant under all benefit plans maintained by any Employer or
        Affiliate and the denominator of which is the lesser of the following
        amounts determined as of the close of the year.

        i.      125 percent of the Dollar Limit, or

        ii.     140 percentage of the Percentage Limit.

                                       31
<Page>

        For purposes of computing the denominator of the defined plan fraction,
        (i) the Dollar Limit and the Percentage Limit shall be determined as if
        years of Vesting Service for purposes of paragraph (h) above included
        future years before the Participant will attain age 65, provided that
        the year in which the Participant will attain age 65 shall not count as
        a future year unless it can be reasonably anticipated that the
        Participant will receive a year of Vesting Service for such year and
        (ii) the Dollar Limit shall be determined as if all years of Vesting
        Service (determined after application of clause (i) above) were years of
        participation (and fractions thereof) solely for purposes of paragraph
        (g) above.

        For any year, the defined contribution plan fraction is a fraction, the
        numerator of which is the sum of the Annual Additions to the
        Participant's account(s) under all plans maintained by an Employer or
        Affiliate in such year and in all prior years, and the denominator of
        which is the sum of the lesser of the following amounts, determined for
        such year and for each prior year of service with an Employer or
        Affiliate as if the Participant were covered by a defined contribution
        plan maintained by such Employer or Affiliate for all such years, but
        were not covered by any defined benefit plan for any such year:

                A.  125 percent of the maximum dollar limitation applicable to
                    defined contribution plan allocations for such year as
                    provided in Section 415(c)(1)(A) of the Code determined
                    without regard to Section (c)(6), or

                B.  35 percent of the Participant's Earnings for such year.

        If the sum of a Participant's defined benefit plan fraction and defined
        contribution plan fraction determined as of December 31, 1986 would have
        exceeded 1.0 had the provisions of this Article V as in effect after
        December 31, 1986 been used to compute such sum, an amount shall be
        subtracted from the numerator of the defined contribution plan fraction
        (not exceeding such numerator) so that the sum of the defined
        contribution plan fraction and defined benefit plan fraction as of the
        first day of the Limitation Year beginning in 1987 does not exceed 1.0.
        Such amount shall be equal to the product of:

        i.      the sum of the defined contribution plan fraction plus the
                defined benefit plan fraction as of the determination date minus
                one, times

        ii.     the denominator of the defined contribution plan fraction as of
                the determination date.

        Any adjustment necessary to comply with the limitation of this paragraph
        (k) shall be made in the Participant's Accrued Benefit payable under
        this Plan, provided, however, that under no circumstances may the
        Accrued Benefit under this Plan decrease as a result of a plan amendment
        to change the combined plan limits. Effective for Limitation Years
        beginning on or after January 1, 2000, the provisions of this subsection
        (k) shall no longer apply.

                                       32
<Page>

    l.  The purpose of this Article V is to comply with Section 415 of the Code,
        and all provisions of this Article V shall be construed and administered
        consistently with said Section. The provisions of this Article V shall
        apply to Plan Years beginning on or after January 1, 1987 and shall
        apply notwithstanding any contrary provision of this Plan.

    m.  Any benefits provided under any multi-employer plan to which an Employer
        or Affiliate is a party shall be taken into account under this Article V
        only to the extent that the benefits provided under such plan exceed the
        benefits that would have been provided under such plan if the
        Participant had no service with an Employer or any Affiliate.

    n.  All determinations under this Article shall be made by reference to the
        Limitation Year.

    o.  If a Participant's accrued benefit under a defined benefit plan
        maintained by an Employer or Affiliate on May 6, 1986, determined as if
        the Participant had terminated employment as of the close of 1986 and
        expressed in the form of a qualified joint and survivor annuity (as
        defined in Section 417(b) of the Code) or an annuity for life only, as
        of January 1, 1987, exceeds the limitation of paragraphs (b) to (k)
        above, then the Dollar Limit with respect to such Participant shall be
        equal to his accrued benefit determined as described in this
        Section 5.01(o). The Dollar Limit as so determined shall include
        optional benefit forms and early retirement benefits or retirement
        subsidies that are protected under Section 411(d)(6) of the Code,
        whether or not the Participant has met all the requirements to qualify
        for such forms or benefits or subsidies, if an to the extent that they
        remain so protected as of the date on which the limitations of this
        Article V area applied.

5.02    APPLICATION TO QUALIFIED JOINT AND SURVIVOR ANNUITY

        In the event that the amount of the retirement benefit payable to a
        Participant is limited by this Article V, and the Participant's benefit
        is payable in the form of a qualified joint and survivor annuity (as
        defined in Section 417(b) of the Code), (a) the amount payable to each
        of the Participant and his Spouse under such form shall first be
        determined without regard to the limitations of Article V, (b) the
        amount payable to the Participant under such form shall then be reduced
        to the extent necessary to comply with such limitations, and (c) the
        benefit payable to the Spouse shall not exceed the benefit payable to
        the Participant (as so reduced).

                                       33
<Page>

                           ARTICLE VI - CONTRIBUTIONS

6.01    PAYMENT OF CONTRIBUTIONS

        No contributions shall be required or permitted under the Plan from any
        Participant. The Employer shall pay to the Trustee within the time
        periods prescribed by applicable federal statute such amounts in cash or
        property acceptable to the Trustee as the Sponsoring Employer, acting
        upon the advice of an actuary, shall in its sole discretion determine to
        be appropriate under the funding policy and method which the Sponsoring
        Employer adopts for the Plan. The Sponsoring Employer shall establish
        and maintain a funding policy and method consistent with the provisions
        of the Plan and the requirements of ERISA, which shall be reviewed
        periodically.

6.02    APPLICATION OF FORFEITURES

        Any forfeitures arising from the termination of employment or death of a
        Participant, or for any other reason, shall be used to reduce the
        contributions of the Employer under the Plan and shall not be applied to
        increase the benefits that a Participant would otherwise receive under
        the Plan at any time prior to the termination of the Plan as set forth
        in Section 9.02.

6.03    TRUST AGREEMENT

        The Trustee will receive the contributions made under the Plan by an
        Employer and will hold, invest and distribute the Trust Fund in
        accordance with all the terms and provisions of the Trust Agreement. Any
        and all rights or benefits which may accrue to any person under the Plan
        shall be subject to all the terms and provisions of the Trust Agreement.

                                       34
<Page>

                          ARTICLE VII - ADMINISTRATION

7.01    POWERS AND RESPONSIBILITIES OF THE SPONSORING EMPLOYER

        The Sponsoring Employer, by acting through its Board, shall be empowered
        to appoint and remove the Trustee, any Investment Manager, and the
        Retirement Committee from time to time.

7.02    ASSIGNMENT AND DESIGNATION OF ADMINISTRATIVE AUTHORITY

        The Sponsoring Employer shall appoint a Retirement Committee of one or
        more persons to serve collectively as administrator of the Plan. Any
        person, including, but not limited to, the directors, officers and
        Employees of an Employer, shall be eligible to serve as a Retirement
        Committee member, provided that no Participant shall participate in any
        determination of the Retirement Committee specifically relating to the
        disposition of his own Accrued Benefit. The members of the Retirement
        Committee shall serve without compensation for their services as such
        members. A Retirement Committee member may resign by delivering his
        written resignation to the Sponsoring Employer, or may be removed by the
        Sponsoring Employer by delivery of written notice of removal, to take
        effect at a date specified therein, or upon delivery to such Retirement
        Committee member if no date is specified.

        Upon the resignation, death, disability or removal of a Retirement
        Committee member, the Sponsoring Employer may (or, if no Retirement
        Committee member would then be serving, the Sponsoring Employer shall)
        promptly designate in writing a successor to this position. If the
        Sponsoring Employer is required to but does not appoint a successor, the
        Board will function as the Retirement Committee.

7.03    POWERS, DUTIES AND RESPONSIBILITIES OF THE RETIREMENT COMMITTEE

        The Retirement Committee shall administer the Plan in accordance with
        its terms to the extent consistent with applicable law, and shall have
        the power and discretion to determine all questions arising in
        connection with the administration, interpretation, and application of
        the Plan. Any such determination by the Retirement Committee shall be
        conclusive and binding upon all persons. The Retirement Committee may
        correct any defect, supply any information, or reconcile any
        inconsistency in such manner and to such extent as shall be deemed
        necessary or advisable to carry out the purpose of the Plan; provided,
        however, that any interpretation or construction shall be consistent
        with the intent that the Plan shall continue to be deemed a qualified
        plan under the terms of Section 401(a) of the Code, and shall comply
        with the terms of ERISA. The Retirement Committee shall have all powers
        and discretion necessary or appropriate to accomplish its duties under
        the Plan. Retirement Committee members may allocate their
        responsibilities among themselves.

                                       35
<Page>

        The Retirement Committee shall be charged with the duties of the general
        administration of the Plan, including, but not limited to, the
        following:

    a.  To determine all questions relating to the eligibility of an Employee to
        participate or remain a Participant hereunder.

    b.  To certify and direct the Trustee with respect to the amount of benefit
        to which any Participant or Beneficiary shall be entitled hereunder.

    c.  To authorize and direct the Trustee with respect to all nondiscretionary
        or otherwise directed disbursements from the Trust Fund.

    d.  To maintain all necessary records for the administration of the Plan.

    e.  To interpret the provisions of the Plan and to make and publish such
        rules for regulation of the Plan as are consistent with the terms
        hereof, including, but not limited to, procedures for presenting claims
        for benefits under the Plan and for review of claims which are denied in
        whole or in part, and procedures for complying with the requirements of
        Section 414(p) of the Code with respect to Qualified Domestic Relations
        Order.

7.04.   POWERS AND RESPONSIBILITIES OF THE TRUSTEE

    a.  The Trustee shall act in accordance with the terms and provisions of the
        Trust Agreement.

    b.  The Trustee shall have the sole responsibility for managing the assets
        held under the Trust Agreement, except those assets, the management of
        which has been assigned to an Investment Manager or retained by the
        Sponsoring Employer (each of whom shall be solely responsible for the
        management of the assets assigned to or retained by it), all as
        specifically provided in the Plan and in the Trust Agreement.

    c.  The Trustee shall accept and rely upon any documents executed by the
        appropriate Retirement Committee member until such time as the
        Sponsoring Employer or the Retirement Committee files with the Trustee a
        written revocation of such designation.

7.05    RECORDS AND REPORTS

        The Retirement Committee shall keep such record of actions taken and
        such other books of account, records and other data as it may deem
        appropriate for proper administration of the Plan, and shall be
        responsible for supplying all information and reports to the Internal
        Revenue Service, Department of Labor, Participants, Beneficiaries and
        others as required by law.

                                       36
<Page>

7.06    APPOINTMENT OF COUNSEL AND AGENTS

        The Retirement Committee and/or Sponsoring Employer may employ such
        counsel (including legal counsel), accountants, investment advisors,
        physicians, agents and such clerical and other services as it may
        require in carrying out the provisions of the Plan, and shall charge the
        fees, charges and costs resulting from such employment as an expense of
        the Trust Fund unless paid by an Employer. Unless otherwise provided by
        law, any person so employed by the Retirement Committee may be legal or
        other counsel to an Employer or Affiliated Employer, a member of the
        Retirement Committee or an officer or member of the board of directors
        of an Employer or Affiliated Employer.

7.07    INFORMATION FROM EMPLOYER

        To enable the Retirement Committee to perform its functions, the
        Employer shall supply full and timely information to the Retirement
        Committee on all matters relating to the compensation of all
        Participants, their Vesting Service, their Credited Service, their
        retirement, death, Disability, or termination of employment, and any
        such other pertinent facts as the Retirement Committee may require. The
        Retirement Committee may rely upon such information as is supplied by
        the Employer and shall have no duty or responsibility to verify such
        information.

7.08    PAYMENT OF EXPENSES

        All expenses of administration shall be paid out of the Trust Fund
        unless paid by the Employer. Such expenses shall include any expenses
        incident to the functioning of the Retirement Committee and the
        Investment Manager, including, but not limited to, fees of accountants,
        counsel, and other specialists, and other costs of administering the
        Plan. Until paid, the expenses shall constitute a liability of the Trust
        Fund. The Employer may, however, reimburse the Trust Fund for any
        administration expense incurred pursuant to the above.

7.09    MAJORITY ACTIONS

        Except where there has been an allocation and delegation of
        administrative authority pursuant to Section 7.03, if there shall be
        more than one Retirement Committee member, they shall act by a majority
        of their number, but may authorize one or more of them to sign all
        papers on their behalf.

7.10    CLAIMS PROCEDURE

        Claims for benefits under the Plan shall be filed with the Retirement
        Committee on the appropriate form provided by the Employer. Written
        notice of the disposition of a claim shall be furnished to the claimant
        within 90 days (45 days in the case of a claim for Disability Benefit)
        after the application thereof is filed, unless special circumstances
        require an extension of time for processing the claim. In the event the
        claim is denied, the reasons for the denial shall be specifically set
        forth in the notice in language

                                       37
<Page>

        calculated to be understood by the claimant, pertinent provisions of the
        Plan shall be cited, and, where appropriate, an explanation as to how
        the claimant can perfect the claim will be provided. In addition, the
        claimant shall be furnished with an explanation of the Plan's claims
        review procedure.

        If notice is not given within such period, the claim shall be considered
        denied as of the last day of such period for purposes of commencement of
        a proceeding to review such denial.

7.11    CLAIMS REVIEW PROCEDURE

        Upon denial of a claim, in whole or in part, pursuant to Section 7.10, a
        claimant, or his duly authorized representative, shall be entitled to
        request the Retirement Committee to give a full review of the denied
        claim, to review documents pertinent to the denial, and to submit issues
        and comments in writing. A request for review must be filed with the
        Retirement Committee no later than 60 days (180 days in the case of a
        request for review of a claim for Disability Benefits) after receipt of
        the written notification provided for in Section 7.10 (or, if
        applicable, within 60 days (180 days in the case of a request for review
        of a claim for Disability Benefits) after the date on which such denial
        is considered to have occurred). This request must set forth all the
        reasons why the claimant believes the claim was improperly denied.

        The Retirement Committee shall make its decision on review no later than
        60 days (45 days in the case of a request for review of a claim for
        Disability Benefits) following the Committee's receipt of a complete
        request for review (or within 120 days (90 days in the case of a request
        for review of a claim for Disability Benefits) if the Retirement
        Committee determines special circumstances require an extension of time
        for processing the request).

        The decision on review shall be communicated by the Retirement Committee
        in writing to the claimant. Such communication shall be written in a
        manner calculated to be understood by the claimant and shall include
        specific reasons for the decision and specific references to the
        pertinent Plan provisions on which the decision is based.

        The Retirement Committee's decision on review shall be deemed conclusive
        and binding upon any and all claimants, including but not limited to
        Participants and their Beneficiaries and any other persons claiming
        through or under them.

7.12    NAMED FIDUCIARIES

        The "named Fiduciary" of the Plan is the Sponsoring Employer. The named
        Fiduciary, in its capacity as such, shall have only those specific
        powers, duties, responsibilities, and obligations as are specifically
        given them under this Article VII.

        The Sponsoring Employer shall have the sole responsibility for the
        administration of the Plan, which responsibility is specifically
        described in the Plan.

                                       38
<Page>

        The Sponsoring Employer, acting through its Board, shall be the named
        Fiduciary with respect to the control or management of the assets of the
        Plan.

        Each named Fiduciary may rely upon any discretion, information or action
        of another named Fiduciary as being proper under the Plan, and is not
        required under the Plan or the Trust Agreement to inquire into the
        propriety of any such direction, information or action. It is intended
        that each named Fiduciary shall be responsible for the proper exercise
        of its own powers, duties, responsibilities and obligations under the
        Plan and the Trust Agreement.

        No named Fiduciary guarantees the Trust Fund in any manner against
        investment loss or depreciation in asset value.

7.13    INDEMNIFICATION

        The Sponsoring Employer shall indemnify and hold harmless its directors
        and employees, and any directors or employees of any Affiliated
        Employer, serving in a fiduciary capacity or otherwise under the Plan
        from any loss or damage which may arise in connection with the
        operation and administration of the Plan, other than loss or damage
        arising out of a final judicial finding of gross negligence or willful
        misconduct of such director or employee.

                                       39
<Page>

                          ARTICLE VIII - PLAN AMENDMENT

8.01    AMENDMENT

    a.  The Sponsoring Employer, by action of its Board, shall have the right at
        any time and from time to time to amend, in whole or in part, any or all
        of the provisions of this Plan. No such amendment shall, however:

        i.      Authorize or permit any part of the Trust Fund (other than such
                part as is required to pay taxes and administrative expenses) to
                be used for or diverted to purposes other than for the exclusive
                benefit of the Participants or their Beneficiaries or estates
                prior to the satisfaction of all liabilities with respect to the
                Participants or their Beneficiaries or estates;

        ii.     Cause any reduction in the Accrued Benefit of any Participant,
                or the elimination of any optional forms of benefit payment or
                retirement type subsidies (as defined in applicable regulations)
                except as permitted by law; or

        iii.    Cause or permit any portion of the Trust Fund to revert to or
                become the property of the Employer except to the extent
                provided under Sections 9.04 and 12.05.

    b.  If any Plan amendment changes the vesting schedule set forth in
        Section 4.04, each Participant who has at least one Hour of Service on
        or after January 1, 1989 and who has completed at least three years of
        Vesting Service on the effective date of the change in vesting schedule
        shall have his vesting percentage computed in accordance with the
        vesting schedule which produces the highest vested benefit.

    c.  All provisions of this Plan, and all benefits and rights granted
        hereunder, are subject to any amendments, modifications or alterations
        which are necessary from time to time to qualify this Plan under
        Section 401(a) of the Code, to continue the Plan as so qualified or to
        comply with any other provision of law. Accordingly, notwithstanding any
        other provision of this Plan, the Sponsoring Employer may amend, modify,
        or alter this Plan with retroactive effect in any respect or manner
        necessary to qualify this Plan under Section 401(a) of the Code, or to
        continue this Plan as so qualified or to comply with any other provision
        of applicable law.

    d.  If the effect of any amendment is to increase the current liability (as
        defined in Section 401(a)(29)(E) of the Code) under the Plan for a Plan
        Year, and the funded current liability percentage of the Plan for the
        Plan Year in which the amendment would otherwise take effect is less
        than sixty percent (60%), including the amount of the unfunded current
        liability under the Plan attributable to the amendment, the amendment
        shall not take effect until the Employer or Sponsoring Employer (or any
        Affiliated Employer) provides security to the Plan. The form and amount
        of the security shall satisfy the requirements of Section 401(a)(29)(B)
        and (C) of the Code. The security may be released provided the
        requirements of Section 401(a)(29)(D) of the Code are satisfied.

                                       40
<Page>

                          ARTICLE IX - PLAN TERMINATION

9.01    RIGHT TO TERMINATE

        The Plan may be terminated at any time by resolution of the Board,
        provided that no such action shall permit any part of the assets of the
        Trust Fund, whether principal of income, to revert to an Employer or to
        be used for or diverted to purposes other than for the exclusive benefit
        of Participants and their Beneficiaries shall have been liquidated in
        full. Upon termination of the Plan, benefits of missing Participants
        shall be treated in accordance with Section 4050 of ERISA.

9.02    VESTING UPON TERMINATION

        Upon the termination or partial termination of the Plan (within the
        meaning of Section 411(d)(3) of the Code), the rights of all affected
        Participants to benefits accrued to the date of such termination or
        partial termination, to the extent funded as of such date shall, subject
        to the requirements as the Internal Revenue Service shall impose in
        order to prevent discrimination (including any applicable provisions of
        Section 9.05), be nonforfeitable.

9.03    PRIORITY OF DISTRIBUTION ON TERMINATION

        In this Plan is terminated, the assets of the Trust Fund shall be used
        and disposed of for the benefit of Participants and Beneficiaries in
        accordance with the provisions of Title IV of ERISA. Without limiting
        the generality of the foregoing, if the Secretary of the Treasury
        determines that any allocation made pursuant to this Section 9.03
        (without regard to this sentence) results in discrimination prohibited
        by Section 401(a)(4) of the Code, the assets allocated under Sections
        4044(a)(4)(B), (a)(5) and (a)(6) of ERISA shall be reallocated to the
        extent necessary to avoid such discrimination. Benefits of missing
        Participants shall be treated in accordance with Section 4050 of ERISA.

9.04    RETURN OF EXCESS ASSETS

        Notwithstanding any provision to the contrary in this Plan or the Trust
        Agreement, upon termination of this Plan, the Employers or their
        successors or assigns shall be entitled to any balance of the net assets
        of the Trust Fund remaining after all liabilities under this Plan to
        Participants, their Spouses and Beneficiaries have been satisfied.

9.05    RESTRICTION OF BENEFITS

        Notwithstanding any other provision of the Plan, in the event of the
        complete termination of the Plan, the benefit of any Highly Compensated
        Employee who is a Participant shall be limited to a benefit that is
        nondiscriminatory under Section 401(a)(4) of the Code.

                                       41
<Page>

            ARTICLE X - MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS

10.01   MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS

        Notwithstanding any other provision of this Plan and subject to the
        provisions of Section 10.02, the Plan may be amended to provide for the
        merger or consolidation of the Plan, in whole or in part, with, or the
        transfer of all or part of its assets to, any other qualified plan
        within the meaning of Section 401(a) of the Code.

10.02   BENEFITS UPON MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS

        In the case of any merger or consolidation with, or transfer of assets
        or liabilities to, any other plan, each Participant in this Plan shall
        be entitled to a benefit immediately after such merger, consolidation or
        transfer equal to or greater than the benefit the Participant would have
        received if the Plan had been terminated immediately prior to the
        merger, consolidation, or transfer.

                                       42
<Page>

                        ARTICLE XI - TOP HEAVY PROVISIONS

11.01   TOP HEAVY PLAN DEFINITIONS

        For purposes of this Article, the following terms shall have the
        meanings indicated below:

    a.  "Aggregation Group" means either:

        i.      REQUIRED AGGREGATION GROUP. In determining a Required
                Aggregation Group hereunder, each plan of an Employer or
                Affiliated Employer in which a Key Employee participates, and
                each other plan of an Employer or Affiliated Employer which
                enables any plan in which a Key Employee participates to meet
                the requirements of Sections 401(a)(4) or 410 of the Code will
                be required to be aggregated. Such group shall be known as a
                Required Aggregation Group.

                Solely for purposes of determining if the Plan or any other plan
                in the Required Aggregation Group is a Top Heavy Plan for a Plan
                Year, the accrued benefits of Non-Key Employees shall be
                determined under the method, if any, which is uniformly applied
                for accrual purposes under all defined benefit plans maintained
                by an Employer or Affiliated Employer, or, if there is no such
                method, as if such benefit accrued not more rapidly than under
                the slowest accrual rate permitted under Section 411(b)(1)(C) of
                the Code.

                In the case of a Required Aggregation Group, each plan in the
                group will be considered a Top Heavy Plan if the Required
                Aggregation Group is a Top Heavy Group. No plan in the Required
                Aggregation Group will be considered a Top Heavy Plan if the
                Required Aggregation Group is not a Top Heavy Group.

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

                In the case of a Permissive Aggregation Group, only a plan that
                is part of the Required Aggregation Group will be considered a
                Top Heavy Plan if the Permissive Aggregation Group is a Top
                Heavy Group. No plan in the Permissive Aggregation Group will be
                considered a Top Heavy Plan if the Permissive Aggregation Group
                is not a Top Heavy Group.

                Only those plans of an Employer or Affiliated Employer in which
                the Determination Dates fall within the same calendar year shall
                be aggregated in order to determine whether such plans are Top
                Heavy Plans.

                                       43
<Page>

    b.  "Determination Date" means the last day of the preceding Plan Year,
        except that for the first Plan Year the Determination Date is the last
        day of such Plan Year.

    c.  "Employee", "Former Employee", "Key Employee" and "Non-Key Employee"
        shall also include Beneficiaries of such an employee.

    d.  "Key Employee" means any Employee (including a former Employee whether
        or not deceased) who at any time during the Plan Year or any of the four
        preceding Plan Years is one of the following:

        i.      An officer of an Employer or Affiliated Employer, if such
                individual received compensation (as defined in
                Section 414(q)(7) of the Code) of more than 50% of the dollar
                limitation in effect under Section 415(b)(1)(A) of the Code. No
                more than 50 Employees (or, if lesser, the greater of 3
                Employees or 10% of the Employees) shall be treated as officers
                (exclusive of Employees described in Section 414(q)(8) of the
                Code.

        ii.     One of the 10 Employees owning or considered as owning (within
                the meaning of Section 416(i) of the Code) both more than a 1/2
                percent ownership interest and one of the ten largest ownership
                interests in an Employer or Affiliated Employer, if such
                Employee's compensation (as defined in Section 414(q)(7) of the
                Code) exceeds 100% of the maximum annual limit under
                Section 415(c)(1)(A) of the Code.

        iii.    A 5% owner of an Employer or Affiliated Employer. A "5% owner"
                means a person owning (or considered as owning, within the
                meaning of Section 416(i) of the Code) more than 5% of the
                outstanding stock of an Employer or Affiliated Employer, or
                stock possessing more than 5% of the total combined voting power
                of all stock of an Employer or Affiliated Employer (or having
                more than 5% of the capital or profits interest in any Employer
                or Affiliated Employer that is not a corporation determined
                under similar principles).

        iv.     A 1% owner of an Employer or Affiliated Employer having
                compensation (as defined in Section 414(q)(7) of the Code) of
                more than $150,000. A "1% owner" means any person who would be
                described in paragraph (d)(iii) above if "1%" were substituted
                for "5%" in each place where it appears in paragraph (d)(iii).

                For Plan Years beginning after December 31, 2001, the
                determination of whether an Employee or former Employee is a Key
                Employee shall be made in accordance with this subsection (d),
                but revised as follows:

                A.  Paragraphs (i), (ii) and (iv) of this subsection (d) shall
                    be applied by considering the individual's status only with
                    regard to the Plan Year ending on the Determination Date;

                B.  Paragraph (ii) of this subsection (d) shall be deleted in
                    its entirety; and

                                       44
<Page>

                C.  Paragraph (i) of this subsection (d) shall be revised to
                    substitute the words "$130,000, as adjusted under
                    Section 416(i)(1) of the Code" for the words "50% of the
                    dollar limitation in effect under Section 415(b)(1)(A) of
                    the Code".

                A Key Employee shall be determined in accordance with the
                provisions of Section 416(i) of the Code and the regulations
                thereunder.

    e.  "Non-Key Employee" means an Employee who is not a Key Employee,
        including any Employee who is former Key Employee.

    f.  "Valuation Date" means the date used to calculate the value of account
        balances or accrued benefits for purposes of determining the top heavy
        ratio specified in Section 11.02.

        For purposes of this Plan, the Valuation Date shall be the Determination
        Date. For each other plan, the Valuation Date shall be subject to
        Section 416 of the Code, the most recent Valuation Date which falls
        within or ends within the period of twelve months ending on the
        applicable determination date for such plan.

11.02   TOP HEAVY GENERAL REQUIREMENTS

        The Plan shall be deemed a top heavy plan for a Plan Year if, as of the
        Valuation Date preceding the applicable Determination Date, the sum of
        the present value of accrued benefits of Key Employees under this Plan
        and all other defined benefit plans in the Aggregation Group, and the
        account balances of Key Employees under all defined contribution plans
        in the Aggregation Group exceeds 60% of the sum of the present value of
        accrued benefits of all Participants under this Plan and all other
        defined benefit plans in the Aggregation Group and the account balances
        of all Participants under all defined contribution plans in the
        Aggregation Group (but excluding Participants who are former Key
        Employees).

        For purposes of this test, the following rules shall apply:

    a.  Any distributions made during the five Plan Years ending on the
        Determination Date shall be taken into account. Provided, however, that
        for Plan Years beginning after December 31, 2001, any distributions made
        for a reason of separation from service, death or disability, or any
        distributions made under a terminated plan which, had it not been
        terminated, would have been aggregated with the Plan, during the Plan
        Year ending on the Determination Date shall be taken into account; and
        any distributions made for any other reason during the five Plan Years
        ending on the Determination Date shall be taken into account.

    b.  The benefits and distributions of all former Employees who have not been
        credited with at least one Hour of Service during the period of five
        years (for Plan Years beginning after December 31, 2001, the one year
        period) ending on the Determination Date shall be

                                       45
<Page>

        disregarded, provided, however, that if such former Employee again
        completes an Hour of Service with the Employer after such five-year
        period (for Plan Years beginning after December 31, 2001, such one year
        period), such former Employee's benefits and distributions shall be
        taken into consideration.

    c.  If an Employee is a Non-Key Employee for the Plan Year containing the
        Determination Date, but such individual was a Key Employee during any
        previous Plan Year, the value of his benefits and distributions shall
        not be taken into consideration.

    d.  The determination of the present value of accrued benefits under all
        defined benefit plans in the Aggregation Group shall be based on the
        interest rate and mortality table specified in Section 1.02.

11.03   ADDITIONAL TOP HEAVY REQUIREMENTS

    a.  Notwithstanding any other provision of the Plan to the contrary, for any
        Plan Year in which the Plan is deemed to be top heavy, the following
        provisions shall apply:

        i.      MINIMUM VESTING - Any Participant who completes an Hour of
                Service in a Plan Year in which the Plan is deemed to be top
                heavy a nonforfeitable right to a percentage of his Accrued
                Benefit determined on the basis of the Participant's number of
                years of Vesting Service, according to the following schedule:

<Table>
<Caption>
                Years of Vesting Service            Vesting Percentage
                ------------------------            ------------------
                    <S>                                    <C>
                    Less than 3 years                       0%
                        3 or more                          100%
</Table>

                Furthermore, if the vesting schedule under the Plan for any Plan
                Year shifts into or out of the above schedule because of the
                Plan's top heavy status, such shift shall be regarded as an
                amendment to the Plan's vesting schedule and the provisions of
                Section 8.01(b) shall be applied.

                The provisions of this paragraph (a)(i) shall not be applied to
                reduce the Participant's vested interest in accordance with the
                provisions of Section 4.04.

        ii.     MINIMUM BENEFIT - Each Participant who is a Non-Key Employee
                shall have an Accrued Benefit calculated as of the last day of
                such Plan Year or, if earlier, as of his Severance from Service
                Date occurring during such Plan Year, at least equal to the
                product of a Non-Key Employee's average "salary" for the five
                consecutive calendar years when such Non-Key employee had the
                highest aggregate salary from an Employer or Affiliated Employer
                and 2% per year of Credited Service credited for service during
                a Plan Year in which a Plan is top heavy, not to exceed 10 such
                years.

                The "salary" required to be taken into account is the
                compensation described in Section 415 of the Code not in excess
                of the limit under Section 401(a)(17) of the

                                       46
<Page>

                Code. Salary received by a Non-Key Employee for Plan Years
                beginning after the close of the last year in which the Plan was
                a top heavy plan shall, however, be disregarded.

                For purposes of this Plan, the minimum annual retirement benefit
                means a benefit payable annually in the form a single life
                annuity (with no ancillary benefits) beginning at Normal
                Retirement Date.

                This paragraph (a)(ii) shall not apply to a Non-Key Employee if
                contributions for such Non-Key Employee are being made for such
                Plan Year to a defined contribution plan included in the
                Aggregation Group.

                In determining years of Credited Service with the Employer for
                purposes of this clause, any service with the Employer shall be
                disregarded to the extent that it occurs during a Plan Year when
                the Plan benefits (within the meaning of Section 410(b) of the
                Code) no Key Employee or former Key Employee.

    b.  In any Plan Year in which the Plan is top heavy, but not super top heavy
        (substituting 90% for 60% in Section 11.02 above), Section 5.01(k) shall
        be applied by substituting "100%" for "125%", unless the Sponsoring
        Employer amends paragraph (a)(ii) above to substitute "3%" for "2%"
        therein.

    c.  In any Plan Year in which the Plan is super top heavy (substituting 90%
        for 60% in Section 11.02 above), the factor of "125%" shall be changed
        to "100%" in Section 5.01(k).

    d.  In any Plan Year that the Plan ceases to be top heavy, the above
        provisions shall no longer apply, except that the portion of a
        Participant's Accrued Benefit which was vested pursuant to paragraph
        (a)(i) above shall remain vested.

    e.  The provisions of paragraph (a) above shall not apply to any employee
        included in a unit of employees covered by a collective bargaining
        agreement if, within the meaning of Section 416(i)(4) of the Code,
        retirement benefits were the subject of good faith bargaining.

                                       47
<Page>

                        ARTICLE XII - GENERAL PROVISIONS

12.01   RIGHT OF DISCHARGE RESERVED

        This Plan shall not be deemed to constitute a contract between an
        Employer and any Participant or to be consideration or an inducement for
        the employment of any Participant or Eligible Employee. Nothing
        contained in this Plan shall be deemed to give any Participant or
        Eligible Employee the right to be retained in the service of an Employer
        or to interfere with the right of an Employer to discharge any
        Participant or Eligible Employee at any time regardless of the effect
        which such discharge shall have upon as a Participant.

12.02   ALIENATION

        No benefit which shall be payable out of the Trust Fund to any person
        (including a Participant or his Beneficiary) shall be subject in any
        manner to anticipation, alienation, sale, transfer, assignment, pledge,
        encumbrance, or charge, and any attempt to anticipate, alienate, sell,
        transfer, assign, pledge, encumber, or charge the same shall be void;
        and no such benefit shall in any manner be liable for, or subject to,
        the debts, contracts, liabilities, engagements, or torts of any such
        person, nor shall it be subject to attachment or legal process for or
        against such person, and the same shall not be recognized by the
        Trustee, except to such extent as may be required by law.

        In the event a Participant's benefits are garnished or attached by order
        of any court, the Retirement Committee may bring an action for a
        declaratory judgment in a court of competent jurisdiction to determine
        the proper recipient of the benefits to be paid by the Plan. During the
        pendency of said action, any benefits that become payable shall be paid
        into the court as they become payable, to be distributed by the court to
        the recipient it deems proper at the close of said action.

        This Section 12.02 shall not apply to the creation, assignment, or
        recognition of a right to any benefit payable pursuant to a Qualified
        Domestic Relations Order.

12.03   GENDER AND NUMBER

        The masculine pronoun shall be construed to include the feminine, the
        singular to include the plural, and the plural to include the singular
        in all cases they would so apply.

12.04   LEGAL ACTION

        In the event any claim, suit, or proceeding is brought regarding the
        Trust and/or Plan established hereunder to which the Trustee or the
        Retirement Committee may be a party, and such claim, suit, or proceeding
        is resolved in favor of the Trustee or Retirement Committee, they shall
        be entitled to be reimbursed from the Trust Fund for any and all costs,
        attorneys' fees, and other expenses pertaining thereto incurred by them
        for which they shall have become liable.

                                       48
<Page>

12.05   APPROVAL BY INTERNAL REVENUE SERVICE; MISTAKE OF FACT

        Nothing herein shall prohibit return to an Employer, within one year
        after payment, of excess sums contributed to the Trust Fund as a result
        of a mistake of fact.

        Each Employer contribution is hereby conditioned on the current
        deductibility of the contribution under Section 404 of the Code, and to
        the extent such contribution deduction is disallowed, the contribution
        shall be returned to the Employer within one year after the date of
        disallowance.

12.06   UNIFORMITY

        All provisions of the Plan shall be interpreted and applied in a uniform
        and nondiscriminatory manner.

12.07   CAPTIONS

        The Captions contained herein and the table of contents prefixed hereto
        are inserted only as a matter of convenience and for reference and in no
        way defined, limit, enlarge or described the scope or intent of the Plan
        nor shall, in any way, affect the Plan or the construction of any
        provision herein.

12.08   DISTRIBUTION LIMITATIONS

        Distributions to Restricted Participants (as defined below) shall be
        limited in accordance with the provisions of this Section 12.08.

    a.  For purposes of this Section 12.08, the following terms shall have the
        indicated meaning:

        i.      "Benefits" means the sum of the Participant's Accrued Benefit
                and all other benefits to which he is entitled under the Plan,
                but excluding any death benefit provided for by insurance on the
                Participant's life.

        ii.     "Restricted Participant" means, with respect to a Plan Year, a
                Highly Compensated Employee who is a Participant who, if there
                are more than 25 Highly Compensated Employees, is one of the 25
                Highly Compensated Employees with the highest Total Annual Pay.
                An individual who is a Restricted Participant in a Plan Year
                shall be a Restricted Participant in a subsequent Plan Year only
                if he satisfies the conditions of the previous sentence in that
                subsequent Plan Year. If more than one individual has the same
                Total Annual Pay, the younger individual shall be deemed to have
                the higher Total Annual Pay.

        iii.    "Total Annual Pay" means, with respect to any Plan Year, (A) in
                the case of a Highly Compensated Employee who is not currently
                employed by an Employer or an Affiliated Employer, the greater
                of his Earnings (as defined in Section

                                       49
<Page>

                5.01(a)(iv)) for the Plan Year he ceased to be employed by an
                Employer or Affiliated Employer or his Earnings for the Plan
                Year immediately preceding that Plan Year and (B) in the case of
                a Highly Compensated Employee who is currently employed by an
                Employer or Affiliated Employer, the greater of his Earnings for
                the Plan Year in question or for the prior Plan Year.

    b.  Subject to paragraph (c) below, a Restricted Participant may not receive
        his benefits under this Plan in the form of a single-sum payment, or
        other benefit form under which payments during a single year would
        exceed the annual payments that would be made on behalf of the
        Participant under (i) a single life annuity that is the Actuarial
        Equivalent of his Benefits (other than a social supplement and benefits
        described in paragraph (c)(i) below), and (ii) the amount of payments,
        if any, the Participant is entitled to receive under a social security
        supplement.

    c.  The limitation of paragraph (b) above shall not apply to:

        i.      any payment of benefit attributable to transferred balances from
                defined contribution plans or to employee contributions,

        ii.     any payment, if the value of Plan assets after such payment
                equals or exceeds 110 percent of the value of the Plan's
                "current liabilities" (within the meaning of Section 412(1)(7)
                of the Code),

        iii.    any payment, if the value of the Restricted Participant's
                Benefits is less than one percent of the value of such "current
                liabilities", or

        iv.     any payment, if the value of the Restricted Participant's
                Benefits does not exceed $5,000.

    d.  In the event that Congress provides by statute, or the Internal Revenue
        Service provides by regulation or ruling, that the limitations set forth
        in this Section 12.08 are not necessary for the Plan to meet the
        requirements of Section 401(a) or other applicable provisions of the
        Code then in effect, such limitations shall become void and shall no
        longer apply without necessity of further amendment to the Plan.

12.09   GOVERNING LAW

        The Plan will be construed, administered, and enforced according to the
        laws of the State of Delaware (without regard to its choice-of-law
        principles) to the extent such laws are not inconsistent with or
        preempted by ERISA.

                                       50
<Page>

                     ARTICLE XIII - PARTICIPATING EMPLOYERS

13.01   PARTICIPATION BY AFFILIATED EMPLOYERS

        Any Affiliated Employer so designated by the Board shall participate
        herein and be known as a Participating Employer. Each such Participating
        Employer shall be required to use the same Trustee as provided in the
        Plan.

13.02   DESIGNATION OF AGENT

        Each Participating Employer shall be deemed to be a party to the Plan,
        provided, however, that with respect to all of its relations with the
        Trustee and the Retirement Committee for the purpose of the Plan, each
        Participating Employer shall be deemed to have designated irrevocably
        the Sponsoring Employer as its agent.

13.03   DISCONTINUANCE OF PARTICIPATION

        The Board may elect at any time to discontinue the participation of any
        Participating Employer under the Plan, in whole or in part with respect
        to any of such Participating Employer's divisions, locations or other
        employee groups.

13.04   THE RETIREMENT COMMITTEE'S AUTHORITY

        The Retirement Committee shall have authority and discretion to make any
        and all necessary rules or regulations, binding upon all Participating
        Employers and all Participants, to effectuate the purpose of this
        Article.

        IN WITNESS WHEREOF, the Sponsoring Employer has caused this instrument
to be executed by its duly authorized officer and its corporate seal to be
affixed hereto on this _____ day of _________, 2003.


                                                Rexnord Corporation

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


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

                                       51
<Page>

                                   APPENDIX A


                                       52