<PAGE>


                          CENTRAL SPRINKLER CORPORATION

                          EMPLOYEE STOCK OWNERSHIP PLAN

                             As Amended and Restated
                           Effective November 1, 1991



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                                TABLE OF CONTENTS
                                                                             
Article   Subject Matter                                                   Page
-------   --------------                                                   ----

I                 Statement of Purpose                                       1

II                Definitions                                                3

III               Participation Eligibility                                 14

IV                Participant Contributions                                 15

V                 Employer Contributions                                    16

VI                Allocation of Employer Contributions                      19

VII               Vesting                                                   24

VIII              Distributions                                             26

IX                The Fund                                                  33

X                 Investment By the Trustee                                 34

XI                Amendment and Termination                                 41

XII               Plan Administrator                                        43

XIII              Claims Procedure                                          47

XIV               Top-Heavy Provisions                                      49

XV                Miscellaneous                                             52

                                       -i-


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                                    ARTICLE I

                              STATEMENT OF PURPOSE

                  1.

1 General Purpose. Central Sprinkler Corporation, a Pennsylvania corporation
(the "Employer"), has established the Central Sprinkler Corporation Employee
Stock Ownership Plan (the "Plan") to enable each eligible person employed by the
Employer to benefit, in accordance with the terms of the Plan, from an
accumulation of stock of the Employer and to provide for employee participation
in the ownership of the Employer. It is anticipated that the Employer will
contribute Company Stock (as defined in the Plan) to the Plan on a periodic
basis. It is also anticipated that the Trustee of the Plan may arrange from time
to time for loans meeting the requirements of "exempt loans" under ERISA and the
Code, that the proceeds of these loans will be used as soon as practicable to
purchase Company Stock, that such Company Stock will be held in a suspense
account pending payments on such loans, that Employer contributions (and, in
certain instances, dividends on Company Stock) will be used to pay principal and
interest on such loans, that at the end of each Plan Year, Company Stock will be
released from the suspense account to reflect the payments on such loans and
will be allocated to the accounts of Participants, and that Participants will
enjoy all the rights of an owner with respect to the Company Stock allocated to
their accounts but subject to the Plan's vesting rules, all as more specifically
described in this Plan.

                  1.2 Qualification Under the Internal Revenue Code. It is
intended that the Plan be a qualified plan within the meaning of Section 401(a)
of the Code and that the funding vehicle(s) associated with the Plan be exempt
from federal income taxation pursuant to the provisions of Section 501(a) of the
Code. Subject to the provisions of Article V of the Plan (identifying certain
circumstances authorized by statute or regulation the occurrence of which may
result in refunds to the Employer of amounts contributed under the Plan), the
assets of the Plan shall be applied exclusively for the purposes of providing
benefits to Participants and Beneficiaries under the Plan and for defraying
expenses incurred in the administration of the Plan and its corresponding
funding vehicle(s).

                  In order to ensure that the Plan and the accompanying Fund, as
defined below, have been in compliance with the Tax Reform Act of 1986 and have
been qualified under sections 401(a) and 501(a) of the Code since the Company
adopted the Plan, the Plan is now amended to incorporate all the changes
required to be made by applicable legislation, rules and regulations subsequent
to the Tax Reform Act of 1986 and to be retroactively effective as of November
1, 1991, including the applicable requirements of the Unemployment Compensation
Amendments of 1992, the Omnibus Budget Reconciliation Act of 1993, and final
regulations issued by the Internal Revenue Service under section 401(a)(4) of
the Code.

                                       -1-

<PAGE>

                  1.3 Plan Documents. The Plan shall consist of this instrument
together with its corresponding Trust Agreement, all amendments to either of the
foregoing, and all documents specifically incorporated in either of the
foregoing by reference. Descriptive materials published in connection with the
Plan, such as plan descriptions, summaries of plan provisions, and notices
relating to modification of the Plan, do not constitute part of the Plan and
shall not give rise to rights or benefits not provided under the Plan.

                                       -2-
<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

2.1 "Account" shall mean the entire interest of a Participant in the Plan.
Unless otherwise specified, the value of a Participant's Account and the
quantity of Company Stock allocable to a Participant's Account shall be
determined as of the Valuation Date of the Plan coincident with or next
following the occurrence of the event to which reference is made. While a
Participant will have only one Account, a Participant's Account may consist of
several "Subaccounts" in order to differentiate, as needed, among the categories
of investments allocated to his Account or for such other purposes as the Plan
Administrator may consider advisable.

                  2.2 "Acquisition Loan" shall mean a loan which is used to
purchase Financed Shares and which satisfies the requirements of Treas. Reg.
ss.54.4975-7(b) and Section 2550.408(b)-3 of the Department of Labor
Regulations, or any future law or regulation that modifies either or both of
these two regulations and affects the exemption for such loans.

                  2.3 "Affiliated Company" shall mean (a) such parent or
subsidiaries of the Company (or companies under common control with the Company)
which are included in a controlled group of corporations with the Company, as
determined under Section 414(b) of the Code, and (b) any member of an affiliated
service group, as determined under Section 414(m) of the Code, of which the
Company is a member, and (c) such trades or businesses under common control with
the Company, as determined under Section 414(c) of the Code, and (d) any entity
required to be aggregated with the Company pursuant to Section 414(o) of the
Code and regulations thereunder. An entity shall be considered an Affiliated
Company only with respect to such period as the relationship described in the
preceding sentence exists. Solely for purposes of applying sections 414(b) and
(c) of the Code to the limitations on Annual Additions of Section 6.6, the
phrase "more than 50 percent" shall be substituted for the phrase "at least 80
percent" whenever the latter phrase appears in Section 1563(a)(1) of the Code,
which is then incorporated by reference in sections 414(b) and (c) of the Code.

                  2.4 "Anniversary Date" shall mean the last day of each Plan 
Year.

                  2.5 "Annual Addition" shall mean, as to any Participant for
any Limitation Year, the sum of the following amounts allocated a Participant's
accounts under the Plan and any other qualified defined contribution plan
maintained by the Employer or an Affiliated Company:

                  (a) Employer contributions;

                                       -3-
<PAGE>

                  (b) Participant contributions (including mandatory or
voluntary employee contributions made under a qualified defined benefit plan
maintained by the Employer or an Affiliated Company, but excluding any rollover
contributions);

                  (c) forfeitures; and

                  (d) amounts described in Code section 415(l)(1) (relating to
contributions allocated to individual medical accounts which are part of a
pension or annuity plan ) and Code section 419A(d)(2) (relating to contributions
allocated to post-retirement medical benefit accounts for Key Employees.

                  2.6 "Beneficiary" shall mean the person or entity designated
or otherwise determined to be such in accordance with Section 8.4.

                  2.7 "Benefit Commencement Date" shall mean the date on which
there is distributed to the Participant (or to the Beneficiary of a deceased
Participant) the entire amount standing to his credit under the Plan, or, if
distribution is to be made as an annuity or otherwise in more than one payment,
the date on which the first such benefit payment is made to the Participant or
to the Beneficiary of a deceased Participant.

                  2.8 "Board of Directors" shall mean the Board of Directors of
the Company.

                  2.9 "Break in Service" shall mean failure by a Participant or
Employee to complete more than five hundred (500) Hours of Service during the
applicable twelve- consecutive month period. [However, no Break in Service shall
be deemed to have occurred until there occurs a termination of the
employer-employee relationship between the Employer and the Employee or
Participant involved. An Employee shall be deemed to incur a one-year Break in
Service on the last day of the first such twelve-month period. A Break in
Service shall not be deemed to have occurred during any period of Excused
Absence if the Employee returns to the service of the Employer within the time
permitted pursuant to the provisions of the Plan setting forth circumstances of
Excused Absence. Service with an Affiliated Company shall be considered service
with the Employer for the purposes of this Section 2.10. Solely for the purposes
of determining whether or not a Break in Service has occurred, there shall be
credited to each Employee absent from service on a "parenthood leave" the lesser
of (i) the number of Hours of Service that would normally have been credited to
the Participant but for such absence if determinable, and if not determinable,
then the number of Hours of Service determined by multiplying the number of days
of such absence by eight (8), or (ii) five hundred one (501) Hours of Service,
with all of the Hours of Service so credited being deemed to have been credited
to the computation period in which such absence begins if necessary to avoid a
Break in Service in such computation period or, if not necessary to avoid such a
Break in Service, then to the computation period next following the computation
period in which such absence began. The term "parenthood leave" shall mean any
absence from work for reasons of (i) pregnancy of the Employee, (ii) the birth
of a child of the Employee or the

                                       -4-

<PAGE>

placement of a child with the Employee for the purposes of adoption, or (iii)
the care of a child for a period beginning immediately following such birth or
placement. Nothing in this Section shall be construed as establishing, expanding
or amending any maternity or paternity leave policy of the Employer.

                  2.10 "Code" shall mean the Internal Revenue Code of 1986, as 
amended.

                  2.11 "Committee" shall mean the persons appointed by the Board
of Directors to supervise the administration of the Plan, as hereinafter
provided.

                  2.12 "Common Stock" shall mean shares of the common stock of
the Company, which constitute qualifying employer securities as that term is
defined in section 4975(e)(8) of the Code.

                  2.13 "Common Stock Fund" shall mean the Investment Medium
dedicated to the acquisition and holding of Common Stock.

                  2.14 "Company" shall mean Central Sprinkler Corporation, a
Pennsylvania corporation, or its successors.

                  2.15 "Company Stock" shall mean the Common Stock and Preferred
Stock issued by the Company.

                  2.16 "Compensation" shall mean, except as otherwise provided
in the Plan, wages within the meaning of section 3401(a) of the Code for the
purposes of income tax withholding at the source but determined without regard
to any rules that limit the remuneration included in wages based on the nature
or location of the employment or the services performed (such as the exception
for agricultural labor in section 3401(a)(2) of the Code. Compensation shall
include only that Compensation which is actually paid to a Participant during
the determination period. Except as provided elsewhere in the Plan, the
determination period shall be the Plan Year. However, for the Plan Year in which
an Employee begins participation in the Plan and the Plan Year in which an
Employee ends participation in the Plan, the determination period is the portion
of the Plan Year during which the Employee is a Participant in the Plan.
Compensation shall include any amount which is contributed by the Employer
pursuant to a salary reduction agreement and which is not includible in the
gross income of the Employee under section 125, 402(e)(3), 402(h), or 403(b) of
the Code; Compensation deferred under an eligible deferred compensation plan
within the meaning of section 457(d) of the Code; and employee contributions
described in section 414(h)(2) of the Code that are picked up by the employing
unit and, thus, are treated as employer contributions.

                  Notwithstanding the foregoing, the amount of a Participant's
Compensation taken into account under the Plan for any Plan Year shall not
exceed $200,000 ($150,000, effective November 1, 1994), or such other amount as
may be applicable under section

                                       -5-
<PAGE>

401(a)(17) of the Code. In determining Compensation for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall apply, except that
in applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants who have not attained age 19 before the
close of the Plan Year. If, as a result of the application of the rules of
Section 414(q)(6) of the Code, the limitation is exceeded, then the limitation
shall be prorated among the affected family members in proportion to each such
member's Compensation as determined under this Section prior to application of
this limitation.

                  2.17 "Disability" shall mean a Participant's incapacity to
engage in any substantial gainful activity because of a medically determinable
physical or mental impairment which can be expected to result in death, or to be
of long, continued and indefinite duration. Such determination of Disability
shall be made by the Plan Administrator with the advice of competent medical
authority. All Participants in similar circumstances will be treated similarly.
Disability resulting from the following causes shall not constitute 'Disability'
under the Plan: (a) service in the Armed Forces or Merchant Marine of the United
States or any other country; (b) warfare; (c) willful participation in any
criminal act; (d) intentionally self-inflicted or self-incurred injury; or (e)
use of drugs or narcotics contrary to law.]

                  2.18 "Disability Retirement Date" shall mean the first day of
the month following the month in which (a) the Plan Administrator has determined
that a Participant has suffered a Disability, and (b) the Participant ceases to
be employed by the Company and all Affiliated Companies on account of such
Disability.

                  2.19 "Earliest Retirement Age" shall mean for purposes of
Section 2.42 the earlier of (a) the date on which the Participant is entitled to
a distribution under the Plan or (b) the later of (i) the date the Participant
attains age 50, or (ii) the earliest date on which, under the Plan, the
Participant could elect to receive benefits if the Participant incurred a
Termination Date.

                  2.20 "Effective Date" shall mean November 1, 1991.

                  2.21 "Eligible Employee" shall mean each person in the employ
of an Employer, other than (a) any person whose terms and conditions of
employment are determined through collective bargaining, unless the collective
bargaining agreement provides for the eligibility of such person to participate
in this Plan, (b) any person who, as to the United States, is a non-resident
alien with no U.S. source income from the Employer, and (c) any person who is an
Employee solely by reason of being a leased employee within the meaning of
section 414(n) or 414(o) of the Code.

                  2.22 "Employee" shall mean a person who is employed by an 
Employer or an Affiliated Company.  A person who is not otherwise employed by an
Employer or Affiliated Company shall be deemed to be employed by any such 
company if he is a

                                       -6-
<PAGE>

leased employee with respect to whose services such Employer or Affiliated
Company is the recipient, within the meaning of section 414(n) or 414(o) of the
Code, but to whom Code section 414(n)(5) does not apply.

                  2.23 "Employer" shall mean the Company or any Affiliated
Company which has duly adopted the Plan with the consent of the Board of
Directors. An Affiliated Company shall be considered an Employer only with
respect to such period as the Affiliated Company participates in the Plan for
the benefit of its Employees.

                  2.24 "Employment Commencement Date" shall mean the first date
on which an individual performs an Hour of Service as described in Section 2.30.

                  2.25 "Excused Absence" means any of the following:

                  (a)  Absence on leave granted by the Employer for any cause 
for the period stated in such leave or, if no period is stated, then for six (6)
months and any extensions that the Employer may grant in writing. For the
purposes of this provision, the Employer will give similar treatment to all
Employees in similar circumstances.

                  (b)  Absence in any circumstance so long as the Employee 
continues to receive his regular compensation from the Employer.

                  (c)  Absence in the armed forces of the United States or 
government service in time of war or national emergency.

                  (d)  Absence by reason of illness or disability until such 
time as the employment relationship between Employer and Employee is severed.

An "Excused Absence" shall cease to be an "Excused Absence" and shall be deemed
a period of severance commencing as of the Employee's Severance from Service
Date if the Employee fails to return to the service of the Employer (A) within
five (5) days of the expiration of any leave of absence referred to in
Subsection (a) of this Section; (B) at such time as the payment of regular
compensation' referred to in Subsection (b) of this Section is discontinued; (C)
within six (6) months after his discharge or release from active duty, or, if
the Employee does not return to the service of the Employer within the said six
(6) month period by reason of a disability incurred while in the armed forces,
if he returns to service with the Employer upon the termination of such
disability as evidenced by release from confinement in a military or veterans
health care facility; or (D) upon recovery from illness or disability. The
Employer shall be the sole judge of whether or not recovery from illness or
disability has occurred for this purpose.

                  2.26 "Financed Shares" shall mean the shares of Company Stock
acquired by the Trustee with the proceeds of an Acquisition Loan.

                                       -7-
<PAGE>

                  2.27 "415 Compensation" shall mean a Participant's
remuneration including wages, salaries, fees for professional services and other
amounts received for personal services actually rendered in the course of
employment with an Employer maintaining the Plan or an Affiliated Company
including overtime, bonuses, premium time, etc., but excluding the following:

                  (a)  contributions to a deferred compensation plan which,
without regard to Section 415 of the Code, are not includable in the
Participant's gross income for the taxable year in which contributed;

                  (b)  contributions made on behalf of a Participant to a 
simplified employee pension plan described in section 408(k) of the Code;

                  (c)  distributions from a deferred compensation plan (except 
from an unfunded nonqualified plan when includable in gross income);

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

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

                  (f)  other amounts which receive special tax benefits, such as
premiums for group term life insurance (to the extent excludable from gross
income) or Employer contributions towards the purchase of an annuity contract
described in Section 403(b) of the Code.

                  For purposes of the definition of "Key Employee" and the
definition of "Highly Compensated Employee," "415 Compensation" shall include
elective contributions that are excluded from gross income under sections 125,
402(e)(3), 402(h) or 403(b) of the Code.

                  2.28 "Fund" shall mean the separate fund established for this
Plan, administered under the Trust Agreement, out of which benefits payable
under this Plan shall be paid.

                  2.29 "Highly Compensated Employee" shall mean:

                  (a)  each Employee who, with respect to the Employer or an
Affiliated Company, performed services (an "Active Employee") during the Plan
Year for which a determination is being made (the "Determination Year") and who
during such Determination Year, or the preceding Determination Year:

                                       -8-
<PAGE>

                       (i)   was at any time a 5% owner, as defined in section 
         416(i) of the Code;

                       (ii)  received 415 Compensation in excess of $75,000
         (adjusted to reflect any cost of living increases provided in
         accordance with Section 415(d) of the Code);

                       (iii) received 415 Compensation in excess of $50,000
         (adjusted to reflect any cost-of-living increases provided in
         accordance with Section 415(d) of the Code) and was in the top paid
         group of Active Employees (based on 415 Compensation received)
         (excluding, solely for purposes of determining the number of Employees
         and persons in the top-paid group, Employees described in section
         414(q)(8) of the Code) during such year; or

                       (iv)  was an officer (as defined in Section 416(i) of the
         Code and the regulations issued thereunder) and received 415
         Compensation greater than fifty percent (50%) of the amount in effect
         under Section 415(b)(1)(A) of the Code for the calendar year in which a
         determination is made.

                  Notwithstanding the foregoing, with respect to the
Determination year of reference, an Employee not described in paragraphs (ii),
(iii) or (iv) above for the preceding year (without regard to this paragraph)
shall not be treated as described in paragraphs (ii), (iii) or (iv) unless the
Employee is one of the top 100 Active Employees (based on 415 Compensation
received) during such Determination Year.

                  (b)  For purposes of the definition of Highly Compensated
Employee, the following definitions and rules shall apply: (i) the top-paid
group consists of the top 20% of Employees ranked on the basis of 415
Compensation received during the year; (ii) the number of officers is limited to
50 (or, if lesser, the greater of 3 employees or 10% of employees) excluding
those employees who may be excluded in determining the top-paid group; and (iii)
when no officer has compensation in excess of 50% of the Code ss.415(b)(1)(A)
limit, the highest paid officer is treated as highly compensated.

                  (c)  a Highly Compensated Employee who is either 5% owner or
one of the ten most highly compensated employee is subject to the family
aggregation rules of Code ss.414(q)(6). "Family member" for this purpose shall
mean the spouse and the lineal ascendants and descendants (and spouses of such
ascendants and descendants) of any employee or former employee.

                  2.30 "Hour of Service" shall be defined in a manner consistent
with regulations published by the Secretary of Labor at Title 29, Code of
Federal Regulations, Section 2530.200b-2, and shall mean (a) each hour for which
an Employee is paid or entitled to payment for the performance of duties for the
Employer or an Affiliated Company during the applicable computation period, (b)
each hour for which an Employee

                                       -9-
<PAGE>

is paid or entitled to payment by the Employer or an Affiliated Company on
account of a period of time during which no duties are performed (irrespective
of whether or not the employment relationship has terminated) due to vacation,
holiday, illness, incapacity (including disability), layoff, jury or military
duty, or leave of absence, and (c) each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the Employer or an
Affiliated Company. Hours of Service shall be credited to the computation period
in which earned, regardless of when determined or awarded. Notwithstanding the
foregoing, except as provided in the following sentence, (i) not more than five
hundred one (501) Hours of Service shall be credited to an Employee on account
of any single continuous period during which the Employee performs no duties for
the Employer or an Affiliated Company; (ii) no credit shall be granted for any
period with respect to which an Employee receives payment or is entitled to
payment under a plan maintained solely for the purpose of complying with
applicable workmen's compensation or disability insurance laws; and (iii) no
credit shall be granted for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee. Each week of
absence for military service in the armed forces of the United States from which
service the Employee returns to the Employer or an Affiliated Company within the
period during which he has legally protected reemployment rights shall count as
a number of Hours of Service equal to the number of Hours of Service that would
have been credited to the Employee with respect to the employee's customary week
of employment during the month immediately preceding the date on which absence
for military service commenced. Service rendered at overtime or other premium
rates shall be credited at the rate of one (1) Hour of Service for each hour for
which pay is earned, regardless of the rate of compensation in effect with
respect to such hour. No Hours of Service shall be credited twice.

                  If an Employee's payroll records are normally kept on other
than an hourly basis, Hours of Service shall be credited on the basis of the
manner in which the Employee's payroll records are maintained, utilizing such of
the following equivalencies as may be appropriate:
 
      Basis Upon Which the                Credit Granted if Employee
       Employee's Payroll                    Earns One (1) or More
     Records are Maintained               Hours of Service During Period
     ----------------------               ------------------------------

     Shift                                Actual hours for full shift
     Day                                   10 Hours of Service
     Week                                  45 Hours of Service
     Semi-monthly Payroll Period           95 Hours of Service
     Months of employment                 190 Hours of Service

                  2.31 "Investment Media" shall mean those modes of investment
in which a Participant's Account balance is invested.

                                      -10-
<PAGE>

                  2.32 "Late Retirement Date" The term Late Retirement Date
means the first day of the month coincident with or next following the date a
Participant is separated from service with the Employer after his Normal
Retirement Age, for any reason other than death.

                  2.33 "Non-Highly Compensated Employee" shall mean an Employee
who is not a Highly Compensated Employee.

                  2.34 "Normal Retirement Age" shall mean age 65.

                  2.35 "Normal Retirement Date" shall mean the first day of the
month coincident with or next following the date on which a Participant attains
his Normal Retirement Age.

                  2.36 "Participant" shall mean any Eligible Employee who
participates in this Plan in accordance with its provisions.

                  2.37 "Plan" shall mean the Central Sprinkler Corporation
Employee Stock Ownership Plan, as set forth herein and as hereafter amended from
time to time. The Plan is intended to be a stock bonus plan and an "employee
stock ownership plan" within the meaning of Section 4975(e)(7) of the Code and
is designed to invest primarily in qualifying employer securities within the
meaning of section 4975(e)(8) of the Code.

                  2.38 "Plan Administrator" shall mean the person or persons
designated by the Board of Directors in accordance with Section 12.1 hereof and
any successor(s) thereto to administer the Plan.

                  2.39 "Plan Year" shall mean the twelve-month period commencing
on November 1 and ending the following October 31.

                  2.40 "Preferred Stock" shall mean the shares of convertible
preferred stock issued by the Company in conjunction with the operation of this
Plan and which are "qualifying employer securities" within the meaning of Code
Section 4975(e)(8).

                  2.41 "Preferred Stock Fund" shall mean the Investment Medium
dedicated to the acquisition and holding of Preferred Stock.

                  2.42 "Qualified Domestic Relations Order" or "QDRO" shall mean
a "qualified domestic relations order" within the meaning of section
206(d)(3)(B) of ERISA and section 414(p) of the Code

                  2.43 "Required Distribution Date" shall mean the April 1 of
the calendar year following the later of (a) the calendar year in which the
Participant attains age 70 1/2; or (b) in the case of a Participant who attained
age 70 1/2 before January 1, 1988, and who

                                      -11-

<PAGE>

is not a Five-Percent Owner at any time during the five-year period ending in
the year in which the Participant attains age 70 1/2, the calendar year in which
the Participant retires.

                  2.44 "Severance from Service Date" shall mean the earliest of:

                  (a)  the date on which the individual retires, quits, is 
discharged from employment or dies; or

                  (b)  the first anniversary of the first date of a period in
which the individual remains absent from service (with or without pay) from the
Employer and all Affiliated Companies for any reason other than retirement,
quit, discharge from employment or death, such as vacation, holiday, sickness,
disability, leave of absence or layoff; or

                  (c)  the date on which the individual retires, quits, is
discharged from employment or dies while on a period of absence described in
Subsection (b).

                  2.45 "Spouse" shall mean the spouse or surviving spouse of the
Participant, as the context requires; provided, that a former spouse shall be
treated as the spouse or surviving spouse to the extent provided under a QDRO.

                  2.46 "Suspense Account" shall mean the account created by the
Trustee to hold Company Stock acquired with the proceeds of an Acquisition Loan.

                  2.47 "Termination Date" shall mean the earlier of the dates on
which an Employee dies or his employment terminates for any reason.

                  2.48 "Trust Agreement" shall mean the trust agreement entered
into by the Employer and the Trustee, which trust agreement forms a part of, and
implements the provisions of this Plan.

                  2.49 "Trustee" shall mean, initially, William J. Pardue, 
George G. Meyer, Albert T. Sabol and such other individual or individuals as 
subsequently designated by the Board of Directors to replace them.

                  2.50 "Valuation Date" shall mean the last day of the Plan Year
and such other date on which a valuation of the Fund is made.

                  2.51 "Year of Service" shall mean a 12 consecutive month
period during which an Employee has completed at least 1,000 Hours of Service.

                  (a)  Eligibility Computation Period. For purposes of 
determining Years of Service and Breaks in Service for eligibility, the 12 
consecutive month period shall begin

                                      -12-
<PAGE>

with the Employee's Employment Commencement Date and, where additional periods
are necessary, succeeding anniversaries of his Employment Commencement Date.

                  (b)  Vesting Computation Period. In computing Years of Service
and Breaks in Service for vesting, the 12 consecutive month period shall be the
Plan Year. However, active participation as of the last day of the Plan Year is
not required in order for a Participant to be credited with a Year of Service
for vesting purposes. If any Plan Year is less than 12 consecutive months, the
number of Hours of Service required to accrue a Year of Service (or to incur a
1-Year Break in Service), in such short Plan Year, shall bear the same ratio to
1,000 (or in the case of a Break in Service, 500) as the number of days in the
short Plan Year bears to 365. In addition, service performed by an Employee
prior to the Effective Date shall be disregarded.

                                      -13-
<PAGE>

                                   ARTICLE III

                            PARTICIPATION ELIGIBILITY

                  3.1  Minimum Age and Service Requirement. Every Eligible
Employee who has completed one Year of Service and who has attained age 21 shall
become a Participant as of November 1 or May 1 coincident with or immediately
following the date such requirements are satisfied.

                  3.2  Procedure for and Effect of Admission. Each Eligible
Employee who becomes eligible for admission to participation in the Plan shall
complete such forms and provide such data as are reasonably required by the Plan
Administrator as a precondition of admission to the Plan. By becoming a
Participant, each Eligible Employee shall for all purposes be deemed
conclusively to have assented to the terms and provisions of the Plan, the
corresponding Trust Agreement and to all amendments to such instruments.

                  3.3  Changes in Status. A Participant who ceases to be 
employed as an Eligible Employee shall no longer be eligible to participate in 
the Plan as an active Participant until he again becomes an Eligible Employee at
which time he will again become an active Participant. In the event that a 
person who has been in the employ of the Employer in a category of employment 
not eligible for participation in the Plan (or who has been employed by an 
Affiliated Company) becomes an Eligible Employee by reason of a change in status
(without experiencing a Break in Service) to a category of employment eligible 
for participation, he shall become an active Participant as of the later of the 
date of such change to Eligible Employee status or the date specified in 
Section 3.1.

                                      -14-
<PAGE>

                                   ARTICLE IV

                            PARTICIPANT CONTRIBUTIONS

                  4.1  No Participant Contributions.  No contributions shall be
required of, nor shall any contributions be accepted from, any Participant.

                                      -15-
<PAGE>

                                    ARTICLE V

                             EMPLOYER CONTRIBUTIONS

                  5.1  Contributions to Pay Principal and Interest on 
Acquisition Loans. For each Plan Year during which an Acquisition Loan is 
outstanding, the Employer shall make contributions under the Plan with respect 
to such Plan Year as follows:

                  (a)  Contributions to Pay Principal. On or before the date on
which any principal payment is due under the terms of any Acquisition Loan then
outstanding (to the extent that such payment due exceeds the income generated by
the Company Stock held in the suspense account with respect to the loan on which
principal payments are being made), the Employer shall make such contributions
as shall be necessary so that the Trustee can timely make the principal payments
on that Acquisition Loan, provided that such contribution is currently
deductible with respect to the Plan Year within which or for which made, unless
the Employer determines, in its absolute discretion, to make such contribution
whether or not it is currently deductible.

                  (b)  Contributions to Pay Interest. For each Plan Year during
which a payment of interest is due under the terms of any Acquisition Loan then
outstanding, the Employer may make such contribution, if any, to the Fund as the
Board of Directors, in its absolute discretion, determines in order to enable
the Trustee to make any such interest payments (to the extent that such interest
payments exceed the income generated by the Company Stock held in the Suspense
Account with respect to the Loan on which interest payments are being made).
Contributions which the Employer determines to make pursuant to this Subsection,
shall be paid to the Trustee on or before the due date for the interest payment
with respect to which the contribution is being made.

                  5.2  Additional Employer Contributions. In addition to the
contributions which it makes pursuant to Section 5.1, the Employer may make such
contributions to the Fund in respect of the fiscal year of the Employer during
which this Plan is first adopted and in respect of each fiscal year thereafter
during which the Plan is in effect, in such amounts as the Board of Directors,
in its absolute discretion, shall timely determine, provided that any such
additional contribution may not be made if it would exceed the amount which is
deductible by the Employer for that fiscal year after giving effect to the
contributions it has made for that fiscal year pursuant to Section 5.1. In
allocating any such additional contribution among the Accounts of Participants
eligible to share in such allocation, the contribution shall be allocated
separately from the contribution made pursuant to Section 5.1, shall be
allocated to a separate Subaccount of the Accounts of such Participants, and
shall otherwise be allocated as provided in Section 6.1. Additional Employer
contributions may be made in cash, in Company Stock, or in any combination of
cash and/or Company Stock. This Section shall not be construed as requiring the
Employer to make contributions in any specific fiscal year; provided, however,
that notwithstanding

                                      -16-
<PAGE>

any other provision of the Plan to the contrary, the Employer shall make such
contributions as may be required to meet the minimum accrual requirements under
the Code relating to Top-Heavy Plans for any period during which the Plan is
Top-Heavy, to the extent such minimum accrual requirements are not satisfied by
the allocation of the Employer's contributions, if any, made pursuant to Section
5.1.

                  5.3  Reinstatement of Certain Forfeitures. In addition to the
contributions pursuant to Section 5.1 and 5.2, the Employer shall pay to the
Plan such sums, if any, as may be required to reinstate previously forfeited
amounts to the Accounts of Participants as provided for in Section 6.2.

                  5.4  Timing of Contributions. Except as otherwise provided in
Section 5.1, the Employer shall pay its contribution made with respect to any
Plan Year to the Trustee on or before the date established for the filing of the
Employer's federal income tax return (including any extensions of that date) for
the fiscal year of the Employer ending with or within the Plan Year with respect
to which such contribution is made.

                  5.5  Contingent Nature of Contributions. Each contribution 
made by Employer pursuant to the provisions of Sections 5.1 and 5.2 hereof is 
hereby made expressly contingent on the deductibility thereof for federal income
tax purposes for the year with respect to which such contribution is made, 
except as otherwise specifically provided in such Sections.

                  5.6  Exclusive Benefit; Refund of Contributions. All
contributions made by the Employer are made for the exclusive benefit of the
Participants and their Beneficiaries, and such contributions shall not be used
for nor diverted to purposes other than for the exclusive benefit of the
Participants, their Beneficiaries and, where applicable, their respective
Alternate Payees (including the costs of maintaining and administering the Plan
and Fund). Notwithstanding the foregoing, to the extent that such refunds do
not, in themselves, deprive the Plan of its qualified status, refunds of
contributions shall be made to the Employer under the following circumstances
and subject to the following limitations:

                  (a)  Initial Non-Qualification. If the Plan as amended fails
initially to satisfy the qualification requirements of section 401(a) of the
Code, and if the Company declines to amend the Plan to satisfy such
qualification requirements, contributions made prior to the determination that
the Plan has initially failed to qualify shall be returned to the Company.

                  (b)  Disallowance of Deduction. To the extent that a federal
income tax deduction is disallowed for any contribution made by Employer, other
than a contribution which, pursuant to Sections 5.1 and 5.2, the Employer has
committed itself to make notwithstanding failure of deductibility, the Trustee
shall refund to the Employer the amount so disallowed within one (1) year of the
date of such disallowance.

                                      -17-
<PAGE>

                  (c)  Mistake of Fact. In the case of a contribution which is
made in whole or in part by reason of a mistake of fact, so much of the Employer
contribution as is attributable to the mistake of fact shall be returnable to
the Employer upon demand, upon presentation of evidence of the mistake of fact
to the Trustee and of calculations as to the impact of such mistake. Demand and
repayment must be effectuated within one (1) year after the payment of the
contribution to which the mistake applies.

                  In the event that any refund is paid to the Employer
hereunder, such refund shall be made without regard to net investment gains
attributable to the contribution, but shall be reduced to reflect net investment
losses attributable thereto. Such refund shall be deducted from among the
Accounts of the Participants only to the extent that the amounts to be refunded
were credited to such Accounts.

                  Notwithstanding any other provision of this Section, no refund
shall be made to the Employer which is specifically chargeable to the Account(s)
of any Participant(s) in excess of one hundred percent (100%) of the amount in
such Account(s) nor shall a refund be made by the Trustee of any funds,
otherwise subject to refund hereunder, which have been distributed to
Participants, Beneficiaries and Alternate Payees. In the case that such
distributions become refundable, Employer shall have a claim directly against
the distributees to the extent of the refund to which it is entitled.

                  All refunds pursuant to this Section shall be limited in
amount, circumstance and timing to the provisions of Section 403(c) of ERISA,
and no such refund shall be made if, solely on account of such refund, the Plan
would cease to be a qualified plan pursuant to Section 401(a) of the Code.

                                      -18-
<PAGE>

                                   ARTICLE VI

                      ALLOCATION OF EMPLOYER CONTRIBUTIONS

                  6.1  Allocation of Employer Contributions. As of each
Anniversary Date, the Employer's contribution made pursuant to Sections 5.1 and
5.2 for the Plan Year as well as (A) Company Stock purchased and paid for by the
Fund with cash dividends on Company Stock pledged as collateral for an
Acquisition Loan and (B) Financed Shares released from encumbrance under Section
10.5 shall be allocated among the Accounts of the Participants entitled to share
therein (as determined pursuant to Subsection (c) hereof) as follows:

                  (a)  Initial Allocation. Subject to the limitation of
Subsection (b) below, the amount to be allocated to the Account of each
Participant shall be determined by multiplying the total of the Employer's
contribution for that Plan Year by a fraction, the numerator of which is the
Participant's Compensation for such Plan Year and the denominator of which is
the aggregate Compensation for the Plan Year of all Participants.

                  (b)  Restricted Group Limitation. The limitation of this
Subsection shall be applicable to the allocation of the Employer's contribution
made pursuant to Section 5.1 and Section 5.2 for any Plan Year in which the
aggregate of the Compensation for that Plan Year of all Participants who are
members of the "Restricted Group" (as defined in this Subsection) for that Plan
Year is more than one third (1/3) of the aggregate Compensation for the Plan
Year of all Participants for the Plan Year. If this Subsection is applicable to
a Plan Year, (1) the Compensation for such period of all Participants who are
members of the Restricted Group for such period shall be reduced, pro rata
according to such Compensation, so that the aggregate Compensation of such
Restricted Group members shall not be more than one-third (1/3) of the aggregate
Compensation of all Participants for such period, and (2) such "reduced"
Compensation shall be used for purposes of both the numerator and denominator in
the fractions used pursuant to subsection (a) in allocating the Employer's
contribution for such period to the Accounts of Participants eligible to share
therein. Following the redetermination of the allocation of Employer
Contributions pursuant to this Subsection for a Plan Year, the Plan
Administrator shall make such adjustments in the redetermined allocations, pro
rata according to Compensation (reduced for a Restricted Group member as
provided in this Subsection), so that no more than one-third (1/3) of the
Employer's contribution for such period has been allocated to the Accounts of
Participants who are members of the Restricted Group for that period. A
Participant shall be a member of the Restricted Group for a Plan Year if he is
considered a "Highly Compensated Employee" (taking into account the family
aggregation rules under Code section 414(q)(6)) for that Plan Year.

                  (c)  Entitlement to Share in Allocation.  A Participant shall
be a Participant for purposes of this Section and shall be entitled to share in
the allocation of the Employer

                                      -19-
<PAGE>

contribution for a particular Plan Year pursuant to this Section only if he
either (i) completed 1,000 Hours of Service during the Plan Year or (ii)
retired, experienced a Disability or died during the Plan Year.

                  (d)  Effect of Status Change. Any Participant who remained in
the employ of the Employer through the end of the Plan Year, but who changed
from an eligible to an ineligible classification (or vice-versa) during the Plan
Year shall be eligible to share in the allocation of the Employer's contribution
pursuant to this Section only with respect to his Compensation paid for Hours of
Service completed in an eligible status during such Plan Year.

                  6.2  Allocation of Forfeitures. The Account of a Participant
who terminates employment with the Company or an Affiliated Company shall be
closed, and the forfeitable amount held therein shall be forfeited on the
earlier of: (i) the date on which he receives a distribution of his entire
vested interest in his Account, which is less than one hundred percent (100%);
or (2) the date on which he incurs five consecutive one-year Breaks in Service.
Forfeitures which become available for allocation during a Plan Year, shall be
allocated among the Accounts of Participants entitled to share in the allocation
of the Employer's contribution, if any, for that Plan Year pursuant to Section
6.1. The allocation shall be made as provided in Subsection 6.1(a) without
regard to the limitation of Subsection 6.1(b); provided that, if there is more
than one entity constituting the Employer, forfeitures arising from the Accounts
of Participants employed by any such entity shall be reallocated, to the extent
traceable and practicable, among the Accounts of other Participants employed by
that entity. Any forfeiture attributable to a Participant's one-year Break in
Service occurring in the Plan Year just ending shall be credited and allocated
to the Accounts of Participants who have completed a Year of Service. Except as
provided below, if a former Participant returns to employment with the Employer
or any Affiliated Company after the occurrence of a one-year Break in Service
and prior to the occurrence of five consecutive one-year Breaks in Service and
repays the amount of his prior distribution as provided in Section 7.4 hereof,
forfeitures, if any, will first be used to restore the non-vested Account of
such Participant equal to the value of the non-vested Account at the time the
Participant terminated service with the Employer. In the event that the
available forfeitures are not sufficient to restore the non-vested Account, the
Employer will make an additional contribution sufficient to make the non-vested
Account whole. If any Participant forfeits a portion of his Account under the
Plan, but not all of such Account, Company Stock shall be deemed forfeited only
after all other assets held in such Participant's Account have been forfeited.
If Company Stock allocated to the Account of such Participant consist of more
than one class of such stock, and if any portion of such Company Stock is
forfeited, the Participant shall be treated as forfeiting the same proportion of
each such class.

                                      -20-
<PAGE>

                  6.3  Separate Accounts. The Committee shall establish and
maintain separate individual Accounts for each Participant who has an interest
in the Plan. Such separate Accounts shall not require a segregation of the Fund
assets and no Participant shall acquire any right to or interest in any specific
asset of the Fund as a result of the allocations provided for in the Plan.

                  6.4  Valuations. All valuations of the Fund shall be performed
on the basis of the fair market value of the assets therein and the value of
Company Stock which is not readily tradeable on an established securities market
shall be determined in accordance with a valuation by an independent appraiser
selected by the Committee.

                  6.5  Company Stock From Certain Transactions. Notwithstanding
anything in the Plan to the contrary, no portion of the assets of the Plan
attributable to (or allocable in lieu of) Company Stock acquired by the Plan in
a sale to which Section 1042 of the Code applies may be allocated directly or
indirectly under the Plan or any other qualified plan of the Company and all
Affiliated Companies:

                  (a)  during the period beginning on the date of the sale of 
such Company Stock and ending on the later of (1) the tenth anniversary of the 
date of the sale, or (2) the date of the allocation under Section 6.1 
attributable to the final payment of any loan under Section 10.1 incurred in 
connection with the sale, for the benefit of any taxpayer (or any relative of a
taxpayer within the meaning of Section 267(b) of the Code) who makes an election
under Section 1042(a) of the Code with respect to Common Stock, or

                  (b)  for the benefit of any other person who owns (after 
application of Section 318(a) of the Code without regard to the employee trust 
exception in Section 318(a)(2)(B)(i)) more than 25% of any class (or the total 
value of any class) of outstanding stock of the Company or any Affiliated 
Company which is a member of the same controlled group as the Company within the
meaning of Code Section 409(l)(4).

For purposes of Section 6.5(a), an individual shall not be a relative of a
taxpayer if (i) such individual is the taxpayer's lineal descendant and (ii) the
aggregate amount allocated to all such lineal descendants during the applicable
period does not exceed more than 5% of the Company Stock attributable to a sale
to the Plan by any person related to such descendants (within the meaning of
Code Section 267(c)(4)) in a transaction to which Section 1042 of the Code
applied. For purposes of Section 6.5(b), a person shall fail to meet the 25%
stock ownership limitation if such person fails to meet such limitation (i) at
any time during the one-year period ending on the date of the sale of the
Company Stock to the Plan or (ii) on the date as of which such Company Stock is
allocated to Participants under Section 6.1.

                  6.6  Annual Additions Limitations.

                                      -21-
<PAGE>

                  (a)  Primary Limitation. In no event shall the Annual Addition
to a Participant's accounts under all defined contribution plans maintained by
the Company or an Affiliated Company for any Limitation Year exceed the lesser
of:

                       (i)   $30,000 or, if greater, one-fourth of the defined
         benefit dollar limit set forth in section 415(b)(1)(A) of the Code as
         in effect for the Limitation Year,or

                       (ii)  twenty-five percent (25%) of such Participant's 415
         Compensation for the Limitation Year. The limitation in Subparagraph
         (a)(ii) shall not apply to any contribution for medical benefits within
         the meaning of section 401(h) or section 419A(f)(2) of the Code which
         is otherwise treated as an Annual Addition under section 415(l)(1) or
         419A(d)(2) of the Code.

                  (b)  Secondary Limitation. In no event shall the amount
allocated to the accounts of any Participant under all defined contribution
plans maintained by the Company or an Affiliated Company for any Limitation Year
cause the sum of the defined contribution fraction and the defined benefit
fraction (as such terms are defined in Section 415(e) of the Code) to exceed
1.0, or such other limitation as may be applicable under Section 415 of the Code
with respect to any combination qualified plans without disquali fication of any
such plan.

In the event that the amount tentatively available for allocation to the
accounts of any Participant under all defined contribution plans maintained by
the Company or an Affiliated Company in any Limitation Year exceeds the maximum
permissible hereunder, the Participant's share of Employer contributions and
reallocable forfeitures shall be re duced to the extent necessary to result in
conformity to the limitations expressed herein, provided that for any Limitation
Year in which the Plan meets the requirements of Section 415(c)(6) of the Code,
the limitations described in this Section shall not apply to any portion of a
Participant's Annual Additions representing either forfeitures of any Company
Stock which were acquired with the proceeds of an Acquisition Loan or Employer
contributions to the Plan which are deductible under section 404(a)(9)(B) of the
Code and charged against the Participant's Account. Amounts released pursuant to
the preceding sentence shall then be reallocated among the Accounts of the
remaining Participants as though an additional Employer contribution for
allocation for the Plan Year ending with or within said Limitation Year,
provided, however, that such amounts shall be credited to the Accounts of
Participants only to the extent that is permissible without causing any such
Accounts to experience Annual Additions in excess of the maximum allowable
hereunder. If, after all such reallocations have been completed, there remains a
reallocable amount which cannot be reallocated to the Accounts of any of the
Participants, such remaining reallocable amount shall be placed in a suspense
account, to be held and applied as an additional Employer contribution in the
next succeeding Limitation Year(s) until exhausted.

                                      -22-
<PAGE>

                                   ARTICLE VII

                                     VESTING

                  7.1  Vesting of Employer Contributions.  A Participant's 
interest in his Account shall vest based on his completed Years of Service in 
accordance with the following schedule:

                  Years of Service             Vested Percentage
                  ----------------             -----------------
                  Less than 3                          0%
                  3 but less than 4                   25%
                  4 but less than 5                   50%
                  5 but less than 6                   75%
                  6 or more                          100%

                  Notwithstanding the foregoing, a Participant will become fully
(100%) vested upon (i) his attainment of his Normal Retirement Age while in the
employ of an Employer or an Affiliated Company, (ii) his death while in the
employ of an Employer or an Affiliated Company or (iii) his termination of
employment with an Employer or an Affiliated Company on account of his
Disability.

                  7.2  Plan Amendments. No Plan amendment shall change any
vesting schedule under the Plan unless each Participant having at least three
Years of Service at the end of the period described in this sentence is
permitted to elect, within a period beginning on the date such amendment is
adopted and ending 60 days after the latest of: (i) the day the amendment is
adopted, (ii) the day the amendment becomes effective, or (iii) the day the
Participant is issued written notice of the amendment, to have his vested
percentage computed under the Plan without regard to such amendment.

                  7.3  Nonvested Accounts. If a Participant terminates 
employment before he has a vested interest in his Account pursuant to 
Section 7.1, he shall be deemed to receive a distribution of his entire vested 
benefit of zero dollars as of his termination of employment. Nonvested amounts 
in a Participant's Accounts at his termination of employment, to the extent they
constitute Forfeitures, shall be reallocated in accordance with Article VI.

                  7.4. Effect of Reemployment.

                  (a)  If a Participant who terminated employment returns to the
employment of the Company or an Affiliated Company in an eligible classification
after the occurrence of a one-year Break in Service and prior to the occurrence
of five consecutive one-year Breaks in Service, after forfeiting all or a
portion of his Accounts and, within five

                                      -23-
<PAGE>

(5) years of the Participant's resumption of employment, repays the amount of
the distribution, if any, he received from his Account upon his prior
termination of employment, then any such repaid amount plus the amount of his
previously forfeited non-vested amounts (unadjusted by any gains or losses)
shall be credited to the Participant's new Account in accordance with Section
6.2. Such reemployed former Participant shall have the rights and benefits
provided by this Plan. A Participant who is deemed to have received a
distribution of his entire vested interest pursuant to Section 7.3 shall be
deemed to repay such distribution as of the date he resumes employment as an
Employee. If a Participant does not again become an Eligible Employee before he
has had five consecutive one-year Breaks in Service, the forfeited amount shall
not be restored to his Account under any circumstances.

                  (b)  If a Participant described in Paragraph (a) fails to 
repay any amount distributed to him upon his prior termination of employment, 
there shall be paid to his new Account the amount of his previously forfeited 
nonvested amounts (unadjusted by any gains or losses). Such reemployed former 
Participant shall have the rights and benefits provided by this Plan except that
upon his subsequent termination of employment for any reason, he shall receive 
an amount computed according to the following formula:

[(A + B) x C] - B, where

         A =    the total amount in his Account

         B =    the amount of his previous distribution

         C =    his vested percentage, counting all Years of Service

                                      -24-
<PAGE>

                                  ARTICLE VIII

                                  DISTRIBUTIONS

                  8.1  Retirement and Disability Benefits. The benefit of a
Participant who terminates employment with the Employer on account of his
retirement on his Normal Retirement Date or Late Retirement Date or on account
of his Disability shall be equal to one hundred percent (100%) of the balance of
his Account, determined as of the Valuation Date coincident with or next
following such retirement or termination of employment, or, if later, the
Valuation Date immediately preceding his Benefit Commencement Date. The benefit
shall be payable to the Participant as soon as practicable after the Valuation
Date first above mentioned; provided, however, that in the case of a Participant
whose vested Account balance exceeds $3,500 (or, in the case of a Participant
who has not reached age 65, whose vested balance in his Account ever exceeded
$3,500 at the time of a prior distribution), no distribution shall be made
without the consent of the Participant.

                  8.2  Withdrawals by Qualified Participants. A Qualified
Participant may elect within 90 days after each annual Valuation Date in the
"Qualified Election Period" to receive a distribution of up to the number of
shares of Company Stock which may be distributed to him as of that annual
Valuation Date as determined in accordance with this Section. Upon receipt of
such an election by a Qualified Participant, the Plan Administrator shall direct
the Trustee to distribute to the Qualified Participant, within 90 days after the
end of the Participant's election period, the number of shares of Company Stock
elected by the Participant in accordance with this Section. The maximum number
of shares of Company Stock which a Qualified Participant may elect to receive as
of any annual Valuation Date during his Qualified Election Period shall be that
number of such shares (rounded to the nearest whole number) which is equal to
the result determined by the formula (25% x (A+B)) - B, where A is the shares of
Company Stock which are allocated to his Account as of that annual Valuation
Date and B is the shares of Company Stock, if any, previously distributed to him
pursuant to this Section provided that for purposes of determining such maximum
number of shares for the last annual Valuation Date in a Qualified Election
Period, fifty percent (50%) shall be substituted for twenty-five percent (25%).
For purposes of this Section, the following terms shall have the following
meanings:

                  (a)  "Qualified Election Period" shall mean the 6 Plan Year
period beginning with the Plan Year in which the Participant first becomes a
Qualified Participant.

                  (b)  "Qualified Participant" shall mean any Participant who
completed ten (10) Years of participation in the Plan and has attained age 55.

                  8.3  Benefits Upon Termination of Employment.  The benefit 
payable to a Participant upon such Participant's termination from employment 
with the Employer (and

                                      -25-
<PAGE>

all Affiliated Companies) for reasons other than those specified in Sections 8.1
and 8.4, shall be equal to the vested portion of the balance of his Account,
determined as of the Valuation Date coincident with or next following such
termination of employment, or, if later, the Valuation Date immediately
preceding his Benefit Commencement Date. The benefit shall be payable to the
Participant as soon as practicable after the Valuation Date first above
mentioned; provided, however, that in the case of a Participant whose vested
Account balance exceeds $3,500 (or, in the case of a Participant who has not
attained age 65, whose vested balance in his Account ever exceeded $3,500 at the
time of a prior distribution), no distribution shall be made prior to his Normal
Retirement Date without the consent of such Participant.

                  8.4  Death Benefits.

                  (a)  In the event of a Participant's death prior to his 
Benefit Commencement Date, his Beneficiary shall be entitled to receive a death
benefit equal to one hundred percent (100%) of the balance of his Account, 
determined as of the Valuation Date coincident with or next following his date 
of death, or, if later, the Valuation Date immediately preceding the Benefit 
Commencement Date with respect to such benefit. Such death benefit shall be 
payable to the Participant's Beneficiary as soon as practicable after the 
Valuation Date first mentioned above. provided, however, that no death benefit 
shall be paid to the Beneficiary of a Participant who terminated employment with
the Company and all Affiliated Companies prior to his death at a time when he 
had no vested interest in his Accounts pursuant to Section 7.1.

                  (b)  The Beneficiary of the death benefit shall be the
Participant's Spouse; provided, however, that the Participant may designate a
Beneficiary other than his Spouse if:

                       (i)   the Spouse has waived her right to be the 
         Participant's Beneficiary in accordance with Section 8.4(d), or

                       (ii)  the Participant has no Spouse, or

                       (iii) the Spouse cannot be located.

                  In such event, the designation of a Beneficiary shall be made
on a form satisfactory to the Plan Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Plan Administrator.
However, the Participant's Spouse must again consent in writing to any such
change or revocation, unless the consent of the Spouse expressly permits
designations by the Participant without any requirement of further consent by
the Spouse.

                                      -26-
<PAGE>

                  (c)  Beneficiary Designation Right. Each unmarried Participant
and each married Participant whose Spouse has consented to designation of
persons or entities other than such Spouse as Beneficiaries in accordance with
the provisions of Subsection (b) hereof, shall have the right to designate one
or more primary and one or more contingent Beneficiaries to receive any benefit
becoming payable upon the Participant's death. All Beneficiary designations
shall be in writing in form satisfactory to the Plan Administrator. Each
Participant shall be entitled to change his Beneficiaries at any time and from
time to time. In the event that the Participant fails to designate a Beneficiary
to receive a benefit that becomes payable pursuant to the provisions of this
Article, or in the event that the Participant is predeceased by all designated
primary and secondary Beneficiaries, the death benefit shall be payable to the
following classes of takers, each class to take to the exclusion of all
subsequent classes, with all members of each class sharing equally:

                       (i)   Spouse;

                       (ii)  lineal descendants (including adopted and 
         step-children), per stirpes;

                       (iii) surviving parents (equally); and

                       (iv)  the Participant's estate.

                  (d)  Form and Content of Spouse's Consent. A Spouse may 
consent to the designation of one or more Beneficiaries other than such Spouse 
provided that such consent shall be in writing, shall acknowledge the effect of
such consent and the specific alternate Beneficiary designated by the 
Participant (or permits Beneficiary designations by the Participant without the
Spouse's further consent), and shall be witnessed by a Plan representative or a
notary public. Such Spouse's consent shall be irrevocable, unless expressly made
revocable.

                  8.5  Disability. In the event that a Participant suffers a
Disability before retirement, the value of his Accounts, computed in accordance
with Section 8.6, shall be paid to him or applied for his benefit in a single
payment as soon as practicable after the last day of the Valuation Date
coincident with or next following the date on which the Plan Administrator
determines that he has a Disability.

                  8.6  Valuation for Distribution. For the purposes of paying 
the amounts to be distributed to a Participant or his Beneficiaries under the
provisions of this Article, the value of the Fund and the amount of the
Participant's Account shall be determined in accordance with the provisions of
this Section as of the Valuation Date coincident or next following the date on
which occurs the event which gives rise to payment under this Article. The
Trustee may establish accounting procedures for the purpose of making the
allocations, valuations, and adjustments necessary to maintain the Participant's
Account in the Fund. From time to time, the Trustee may modify its accounting
procedures for the purpose of achieving equitable and nondiscriminatory
allocation among the Accounts of

                                      -27-
<PAGE>

Participants in accordance with the general concepts of the Plan and the
provisions of this Article. All valuations of the Fund shall be performed in
accordance with Section 6.4 hereof.

                  8.7  Timing of Distribution.

                  (a)  Unless the Participant elects otherwise, a Participant
entitled under this Article to receive benefits shall commence to receive
benefits in accordance with subsection (b), but in no event later than the
earlier of the dates determined under (1) and (2) below:

                       (i)   the later of (A) the 60th day after the close of
         the Plan Year in which the Participant attains age 65 or (B) the 60th
         day after the close of the Plan Year in which the Participant's
         employment with the Employer and all Affiliated Companies terminates;
         or

                       (ii)  the Participant's Required Distribution Date.

                  (b)  Except as otherwise provided in subsection (a), the
distribution of the balance credited to a Participant's Account will commence
not later than one year after the close of the Plan Year:

                       (i)   in which the Participant separates from service by 
         reason of the attainment of his Normal Retirement Age, Disability, or 
         death; or

                       (ii)  which is the fifth Plan Year following the Plan
         Year in which the Participant otherwise separates from service;
         provided, however, that this clause (ii) shall not apply if the
         Participant is reemployed by the Employer before the distribution is
         required to begin under this clause (ii).

                  (c)  Notwithstanding the foregoing, with respect to all 
Company Stock allocated to Accounts pursuant to any repayments of any 
Acquisition Loan, the Benefit Commencement Date for the portion of the benefit 
payable to a Participant attributable to Company Stock purchased with the 
proceeds of an Acquisition Loan shall not be earlier than the earliest of 
(1) the last day of the Plan Year in which such Acquisition Loan is fully repaid
pursuant to Section 409(o)(1)(B) of the Code, (2) the Participant's Required 
Distribution Date, or (3) the sixty (60)-day period commencing after the latest
of the close of the Plan Year in which (A) occurs the date on which the 
Participant attains the Normal Retirement Age specified hereunder (B) occurs the
tenth anniversary of the year in which the Participant commenced participation 
in the Plan, or (C) the Participant terminates service with the Employer, 
provided that the Participant may, without Spousal consent, elect to defer 
further the commencement of such portion of his or her benefits until any 
subsequent date elected by the Participant in writing pursuant to such 
procedures as the Committee may impose, but not beyond his Required Distribution
Date. A Participant's

                                      -28-
<PAGE>

election to commence payment prior to his Normal Retirement Date must be made
within the 90-day period ending on the benefit commencement date elected by the
Participant and in no event earlier than the date the Committee provides the
Participant with written information relating to his right to defer payment
until his Required Distribution Date, the modes of payment available to him and
the relative values of each, and his right to make a direct rollover as
described in Section 8.13. Such information must be provided not less than 30
days and not more than 90 days prior to the benefit commencement date.
Notwithstanding the preceding sentence, a Participant's benefit commencement
date may occur less than 30 days after such information has been provided to the
Participant provided that, after the Participant has received such information
and has been advised of his right to a 30-day period to make a decision
regarding the distribution, the Participant affirmatively elects a distribution.

                  8.8  Mode of Distribution. Distributions under this Article 
shall be made as follows:

                  (a)  the portion of a Participant's Account that is not 
invested in the Common Stock Fund or the Preferred Stock Fund shall be paid in 
cash; and

                  (b)  the portion of a Participant's Account that is invested 
in the Common Stock Fund or the Preferred Stock Fund shall be paid in whole 
shares of Common Stock except that the value of any fractional share shall be
distributed in cash. With respect to the distribution of the portion of a
Participant's Account that is invested in the Preferred Stock Fund, the Trustee
shall exercise its rights pursuant to Section 10.4 in order to obtain the Common
Stock to be distributed hereunder.

                  (c)  The Company shall issue a "put option" to any Participant
(or Beneficiary) who receives a distribution of Company Stock. The put option
shall permit the Participant to sell the Company Stock to the Company at any
time during the two option periods, at a price equal to the fair market value of
the Company Stock. The first option period shall be for at least 60 days
beginning on the date of distribution. If the put option is not exercised within
such 60-day period, an additional 60-day option period shall be provided
beginning on the first day of the Plan Year following the Plan Year in which the
Company Stock was distributed. The payment for any Company Stock sold under a
put option may, at the option of the Company, be made in lump sum or in
substantially equal installments (not less frequently than annually) over a
period not exceeding 5 years, if adequate security is given and a reasonable
interest rate is paid on any unpaid installment balance (as determined by the
Company). The Plan Administrator shall give written notice of the terms and
conditions of the put option to the Participant at the time of distribution and
at the beginning of the second option period. The put option described in this
Section shall be ineffective if the Company Stock distributed to the Participant
is readily tradeable on an established securities market.

                                      -29-
<PAGE>

                  (d)  The "put option" provided for by Section 8.8(c) above
shall continue to apply to any distribution made in Company Stock at a time
described in the Section 8.7, notwithstanding any amendment to or termination of
the Plan that causes the Plan to cease to be an employee stock ownership plan
within the meaning of Section 4975(e)(7) of the Code and notwithstanding the
absence of any outstanding balance on an Acquisition Loan at the time of such
distribution.

                  8.9  Certain Securities Law Restrictions. Any distribution of
Company Stock pursuant to this Article shall be subject to all applicable laws,
rules and regulations and to such approvals by stock exchanges or governmental
agencies as may be deemed necessary or appropriate by the Board of Directors.
Each distributee may be required to give the Employer a written representation
that he or she will not involve a violation of state or federal securities laws,
including the Securities Act of 1933, as amended; the form of such written
representation will be prescribed by the Board of Directors.

                  8.10 Certificates. Share certificates representing Company
Stock distributed pursuant to this Article shall be embossed or inscribed with
such legends as the Board of Directors deems necessary or appropriate in respect
of the matters referred to in Section 8.9 above, and stop transfer instructions
may be issued in connection therewith.

                  8.11 Sole Source of Benefits. The Fund shall be the sole 
source for the provision of benefits under the Plan.  Neither the Employer nor 
any other person shall be liable therefor.

                  8.12 Minimum Distribution Requirements. Distributions under 
the Plan shall comply with the requirements of Section 401(a)(9) of the Code and
Treasury regulations thereunder, including the incidental death benefit 
requirements of proposed Treas. Reg. ss.1.401(a)(9)-2.

                  8.13 Direct Rollovers. Effective January 1, 1993, in the event
any payment or payments to be made to a person pursuant to this Plan would
constitute an "eligible rollover distribution" within the meaning of Section
401(a)(31)(C) of the Code and regulations thereunder, such person may request
that, in lieu of payment to the person, all or part of such eligible rollover
distribution be rolled over directly to the trustee or custodian of an "eligible
retirement plan" within the meaning of Section 401(a)(31)(D) of the Code and
regulations thereunder. Any such request shall be made in writing, on the form
and subject to such requirements and restrictions as may be prescribed by the
Committee for such purpose pursuant to Treasury regulations, at such time in
advance of the date payment would otherwise be made as may be required by the
Committee. For purposes of this Section, a "person" shall include an Employee or
former Employee or his surviving spouse or his spouse or former spouse who is an
alternate payee under a qualified domestic relations order within the meaning of
Section 414(p) of the Code.

                                      -30-
<PAGE>

                                   ARTICLE IX

                                    THE FUND

                  9.1  Designation of Trustee. The Company, by appropriate
resolution of its Board of Directors, shall name and designate a Trustee and
enter into a Trust Agreement with such Trustee. The Company shall have the
power, by appropriate resolution of its Board of Directors, to amend the Trust
Agreement, remove the Trustee, and designate a successor Trustee, all as
provided in the Trust Agreement. All of the assets of the Plan shall be held in
trust by the Trustee for use in accordance with this Plan in providing for the
benefits hereunder.

                  9.2  Exclusive Benefit. No part of the corpus or income of the
Fund shall be used for or diverted to purposes other than for the exclusive
benefit of Participants and their beneficiaries, except as expressly provided in
this Plan and in the Trust Agreement.

                  9.3  No Interest in Fund. No person shall have any interest 
in, or right to, any part of the assets or income of the Fund, except to the 
extent expressly provided in this Plan and in the Trust Agreement.

                  9.4  Trustee. The Trustee shall be a fiduciary with respect to
management and control of Plan assets and shall have exclusive and sole
responsibility for the custody and investment thereof in accordance with the
terms of this Plan and the Trust Agreement.

                  9.5  Expenses. Unless otherwise paid by the Company, the
expenses of establishing and administering the Plan and Fund, including any Fund
asset charges and reimbursement for the reasonable expenses incurred by the
Trustee and the Plan Administrator, shall be paid from the Fund.

                                      -31-
<PAGE>

                                    ARTICLE X

                            INVESTMENT BY THE TRUSTEE

                  10.1 Acquisition Loans. The Company may direct the Trustee to
incur an Acquisition Loan from time to time, the proceeds of which may be used
to (i) acquire Financed Shares, (ii) repay such loan, or (iii) repay a prior
Acquisition Loan. An installment obligation incurred in connection with the
purchase of Preferred Stock shall be treated as an Acquisition Loan, provided
the obligation satisfies the following provisions. An Acquisition Loan shall
comply with the following provisions:

                  (a)  The loan must be for a specific term, bear a reasonable 
rate of interest within the meaning of Treas. Reg. ss.54.4975-7(b)(7), and shall
not be payable on demand except in the event of default;

                  (b)  Any collateral pledged to the lender by the Fund shall be
held in a suspense account and shall consist only of the Financed Shares 
acquired with the borrowed funds (and any stock dividends received for such 
Financed Shares before its release from encumbrance), or acquired with the 
proceeds of a prior Acquisition Loan which is being refinanced (although, in 
addition to such collateral, the Company may guarantee repayment of the loan) 
and such assets shall constitute assets of the Fund for all other purposes;

                  (c)  No lender shall have recourse against the Plan, and no 
person entitled to payment under the Acquisition Loan shall have any right to 
the Fund assets other than collateral given for the loan, contributions (other 
than contributions of Company Stock) that are made under the Plan to meet its
obligations under the loan, and earnings attributable to such collateral and the
investment of such contributions;

                  (d)  Any pledge of Financed Shares must provide for the 
release of the Financed Shares so pledged as payments on the Acquisition Loan 
are made by the Trustee and as the Financed Shares are to be allocated to 
Participants' Accounts as provided in Section 10.5. If the lender is a "party 
in interest" (as defined in Section 3(14) of ERISA), the Acquisition Loan must 
provide for a transfer of Fund assets on default only upon and to the extent of
the failure of the Trustee to meet the payment schedule of the Acquisition Loan;

                  (e)  The borrowing shall be primarily for the benefit of the 
Participants and their Beneficiaries within the meaning of Treas. Reg. 
Section 54/4975-7(b)(3); and

                  (f)  Except as otherwise required by applicable law, no 
Financed Shares shall be subject to a put, call or other option, or buy-sell or 
similar arrangement while held by the Fund and when distributed from the Fund, 
whether or not the Plan is then an ESOP as defined in Section 54.4975-7(b)(1)(i)
of the Treasury Regulations. In the

                                      -32-
<PAGE>

event an Acquisition Loan is repaid, or the Plan ceases to be an ESOP as defined
in Section 54.4975-7(b)(1)(i) of the Treasury Regulations, the protections and
rights described herein relating to Financed Shares shall continue to be
applicable in accordance with the applicable provisions herein.

                  10.2 Acquisition Loan Payments. Payments of principal and/or
interest on any Acquisition Loan shall be made by the Trustee (as directed by
the Plan Administrator) only from Employer contributions paid in cash to enable
the Trustee to repay such Acquisition Loan, from earnings attributable to such
Employer contributions and from any cash dividends received by the Trustee on
Company Stock (whether or not allocated), but only to the extent that Company
Stock with a fair market value of not less than the amount of the dividends
allocated to the Participant for the Plan Year is allocated to the Account of
each Participant in accordance with Section 10.5(d)(i) hereof. The payments made
with respect to an Acquisition Loan for a Plan Year must not exceed the sum of
such amounts for that Plan Year (or prior to the year), less the amount of such
payments in prior Plan Years. If the Company is the lender with respect to an
Acquisition Loan, Employer contributions may be paid in the form of forgiveness
of indebtedness under the Acquisition Loan. If the Company is not the lender
with respect to an Acquisition Loan, the Company may elect to make payments on
the Acquisition Loan directly to the lender and to treat such payments as
Employer contributions.

                  10.3 Sales of Company Stock. Subject to the approval of the
Board of Directors, the Plan Administrator may direct the Trustee to sell shares
of Company Stock to any person (including the Company) provided that any such
sale must be made for adequate consideration and, with respect to sales to the
Company, no commission may be charged with respect thereto. In the event that
the Trustee is unable to make payments of principal and/or interest on an
Acquisition Loan when due (i.e. a default), the Plan Administrator (with the
approval of the Board of Directors) may direct the Trustee to sell any Financed
Shares that have not yet been allocated to Participants' Accounts or to obtain
an Acquisition Loan in an amount sufficient to make such payments.

                  10.4 Conversion/Put Right. Except as is otherwise provided in
Section 10.9, with respect to shares of Preferred Stock held in the Fund, the
Trustee shall have the exclusive right to (i) exercise any conversion rights
which would require that the Company convert the shares of Preferred Stock into
a number of shares of Common Stock in accordance with the terms of any
conversion feature appurtenant to the Preferred Stock and (ii) "put" the
Preferred Stock to the Company in exchange for cash and/or Common Stock, the
amount of which must be determined in accordance with the valuation conducted by
the independent appraiser pursuant to Section 6.4. In all events, the conversion
must be at a price that is reasonable as of the date of acquisition of the
Preferred Stock by the Plan. In the event that the Trustee is unable to make
payments of principal and/or interest on an Acquisition Loan when due, after
taking into account any Employer contributions, (i.e., in the event of a
default), the Trustee may, and at the request of the Company shall, "put" any
shares of Preferred Stock that have not yet been allocated

                                      -33-
<PAGE>

to Participants' Accounts to the Company in accordance with the terms of the
Preferred Stock or obtain an Acquisition Loan in an amount sufficient to make
such payments.

                  10.5 Financed Shares. Any Financed Shares acquired by the Fund
shall initially be credited to a "Loan Suspense Account" and will be allocated
to the Accounts of the Participants only as payments on the Acquisition Loan are
made by the Trustee. The number of Financed Shares to be released from the Loan
Suspense Account for allocation to those accounts for each Plan Year shall be
determined by the Plan Administrator as follows:

                  (a)  General Rule - The number of Financed Shares held in the
Loan Suspense Account immediately before the release for the current Plan Year
shall be multiplied by a fraction, the numerator of which shall be the amount of
principal and/or interest paid on the Acquisition Loan for that Plan Year and
the denominator of which shall be the sum of the numerator plus the total
payments of principal and interest on that Acquisition Loan projected to be paid
for all future Plan Years. For this purpose, the interest to be paid in future
years is to be computed by using the interest rate in effect as of the current
allocation date.

                  (b)  Special Rule - The Plan Administrator may elect (as to
each Acquisition Loan), or the provisions of the Acquisition Loan may provide,
for the release of Financed Shares from the Loan Suspense Account based solely
on the ratio that the payments of principal for each Plan Year bear to the total
principal amount of the Acquisition Loan. This method may be used only to the
extent that: (i) the Acquisition Loan provides for annual payments of principal
and interest at a cumulative rate that is not less rapid at any time than level
annual payments of such amounts for ten years, (ii) interest included in any
payment on the Acquisition Loan is disregarded only to the extent that it would
be determined to be interest under standard loan amortization tables and (iii)
the entire duration of the Acquisition Loan repayment period does not exceed ten
years, even in the event of a renewal, extension or refinancing of the
Acquisition Loan.

                  (c)  Conditions Applicable to Both the General Rule and the
Special Rule - In determining the number of shares to be released for any Plan
Year under either the General Rule or the Special Rule:

                       (1)  The number of future years under the Loan must be
definitely ascertainable and must be determined without taking into account any
possible extensions or renewal periods;

                       (2)  If the Loan provides for a variable interest rate, 
the interest to be paid for all future Plan Years must be computed by using the
interest rate applicable as of the end of the Plan Year for which the
determination is being made; and

                                      -34-
<PAGE>

                       (3)  If the Company Stock allocated to the Suspense 
Account includes more than one class of shares, the number of shares of each 
class to be withdrawn for a Plan Year from the Suspense Account must be 
determined by applying the applicable fraction provided for above to each such 
class.

                  (d)  Allocations - For each Plan Year in which Fund assets are
applied to make payments on an Acquisition Loan, the Financed Shares released
from the Loan Suspense Account in accordance with the provisions of this Section
10.5 shall be allocated among the Accounts of the Participants as follows:

                       (i)   To the extent that dividends received on shares
         of Company Stock that are allocated to the Participants' Accounts are
         utilized by the Trustee to make payments on an Acquisition Loan, an
         allocation of Financed Shares released from the Loan Suspense Account
         shall be made to each Participant's Accounts such that the value of the
         Financed Shares so allocated equals the value of the dividends from (or
         which would have otherwise been credited to) the Participant's Accounts
         that were utilized to make payments on the Acquisition Loan (such value
         to be determined on the basis of the fair market value of the Financed
         Shares determined as of the date that the payments on the Acquisition
         Loan are made by the Trustee); and

                       (ii)  To the extent that Employer contributions are
         utilized by the Trustee to make payments on an Acquisition Loan, an
         allocation of Financed Shares released from the Loan Suspense Account
         shall be made to each Participant's Accounts such that the value of the
         Financed Shares so allocated equals the value of the Employer
         contributions from the Participant's Accounts that were utilized to
         make payments on the Acquisition Loan (such value to be determined on
         the basis of the purchase price of the Financed Shares on the date of
         their allocation to the Loan Suspense Account; provided that the actual
         value of the Financed Shares is equal to or greater than the value of
         such shares on the date of their allocation to the Loan Suspense
         Account).

                       (iii)  To the extent that the number of Financed Shares 
         released from the Loan Suspense Account exceeds the number that may be
         currently allocated to the Participants' Accounts, the excess
         Financed Shares released from the Loan Suspense Account shall be held
         in an Allocation Suspense Account until such time as they may be
         allocated to the Participants' Accounts either for the previous Plan
         Year or the current Plan Year in accordance with subparagraphs (i) and
         (ii) above, but in no event shall the allocations occur later than as
         of the end of the Plan Year in which the Financed Shares were released
         from the Loan Suspense Account.

                                      -35-
<PAGE>

                  10.6 Dividends on Company Stock. Any cash dividends received
on shares of Company Stock acquired with the proceeds of an Acquisition Loan and
both held in suspense account and allocated to the Accounts of the Participants
may be applied first to repay the principal and the interest, at the Committee's
discretion, of the Acquisition Loan, provided, if any cash dividends on shares
of such Company Stock allocated to the Participants' Accounts are used to the
principal and/or interest of the Acquisition Loan at the Committee's discretion,
Company Stock with a fair market value not less than the amount of the dividends
so sued must be allocated to the Participants' Accounts to which such cash
dividends would have been allocated. Any cash dividends received on shares of
Company Stock may also be paid to the Participants in the manner set forth
below.

                  In the case of any cash dividends on Company Stock that are
allocated to the Accounts of the Participants with respect to vested shares,
they may be paid currently as cash (or within ninety days after the end of the
Plan Year in which the dividends are paid to the Trust), provided such dividends
are paid to Participants within two years of the date of such Participant's
Accounts as the Committee may determine. Any dividends paid with respect to
unallocated shares shall be paid out to Participants in proportion to the
allocated vested shares in their respective Accounts. The Committee shall also
have the discretion to extend such treatment to cash dividends paid with respect
to shares of Company Stock that are allocated to the Accounts Participants, but
not vested, provided that the Plan is primarily invested in Company Stock, and
that the Company shall be allowed deduction with respect to any dividends paid.

                  10.7 Voting Company Stock. The Trustee shall deliver, or cause
to be delivered, to each Participant all notices, prospectuses, financial
statements, proxies and proxy soliciting material relating to the Company Stock
allocated to the Participant's Accounts. Each Participant, or Beneficiary of
such Participant in the event the Participant dies prior to the complete
distribution of such Company Stock, shall have the right to direct the Trustee
as to the exercise of voting rights with respect to such Company Stock including
fractional shares; provided, however, that the Plan Administrator may, to the
extent possible, direct the Trustee to vote the combined fractional shares so as
to reflect the aggregate direction of all Participants giving direction with
respect to fractional shares. Shares of Company Stock that have not been
allocated to Participants' Accounts and shares of Company Stock that have been
allocated to Participants' Accounts but which have not been voted by the
Participants shall be voted in accordance with the voting instructions received
by the Trustee with respect to the shares of Company Stock that had been
allocated to Participant Accounts. Specifically, the Trustee shall determine how
the plurality of the allocated shares have been directed to vote and shall vote
all of the unallocated shares and unvoted allocated shares of Company Stock in
accordance with the directions received with respect to the plurality of the
allocated shares. The voting of Company Stock by the Trustee shall be
accomplished solely pursuant to this Section 10.7 and shall not constitute a
fiduciary duty of the Trustee. Voting instructions received from Participants
and Beneficiaries shall be held in confidence by the Trustee or its delegate for

                                      -36-
<PAGE>

this purpose and shall not be divulged to the Company or any officer or employee
of the Company or to any other person.

                  10.8 Tender Offer Response. In the event of a tender offer for
any Company Stock held in the Plan, the Trustee shall as promptly as practicable
request of each Participant (or Beneficiary in the case of a deceased
Participant) instructions as to the tender offer response desired by that
Participant in connection with the shares of Company Stock held by the Trustee
for the Account of such Participant and the Trustee shall be bound by the
instructions received. In addition, with respect to the shares of Preferred
Stock held by the Trustee for the Account of a Participant, the Participant
shall have the right to require the Trustee to exercise any conversion rights
which would require that the Company convert the shares of Preferred Stock into
a number of shares of Common Stock in accordance with the terms of any
conversion feature appurtenant to the Preferred Stock; provided, however that
the Trustee shall abide by the Participant's conversion instructions only if
those instructions also direct the Trustee to tender the shares of Common Stock
received as a result of the Trustee's exercise of the conversion privilege. The
Trustee shall not tender shares held for the Account of any Participant who
fails to give instructions. As to the shares of Company Stock held in the Loan
Suspense Account and the Allocation Suspense Account, the Trustee shall be bound
to tender such Common Stock (or to convert Preferred Stock into Common Stock and
tender such Common Stock) in response to a tender offer if the plurality of the
Participants delivering timely instruction to the Trustee with respect to the
Company Stock allocated to their respective Accounts have instructed the Trustee
to tender the Company Stock allocated to their respective Accounts, and the
Trustee shall be bound to refrain from tendering such Company Stock in response
to a tender offer if the plurality in number of the Participants delivering
timely instruction to the Trustee with respect to the Company Stock allocated to
their respective Accounts have instructed the Trustee to refrain from tendering
the Company Stock. If the plurality of Participants first directs tender by the
Trustee of the Company Stock held for their respective Accounts, and then a
sufficient number of such Participants withdraw such tender instruction so that
a plurality of Participants then have effectively instructed the Trustee to
refrain from making any such tender, the Trustee shall immediately withdraw any
affirmative response to such tender offer previously made with respect to the
Company Stock held in the Loan Suspense Account and the Allocation Suspense
Account. The tendering of Company Stock by the Trustee shall be accomplished
solely pursuant to this Section 10.8 and shall not constitute a fiduciary duty
of the Trustee. Tender instructions received from Participants and Beneficiaries
shall be held in confidence by the Trustee or its delegate for this purpose and
shall not be divulged to the Company or any officer or employee of the Company
or to any other person.

                                      -37-
<PAGE>

                                   ARTICLE XI

                            AMENDMENT AND TERMINATION

                  11.1 Amendment. The provisions of the Plan may be amended at
any time and from time to time, by the Board of Directors; provided, however,
that:

                  (a)  No amendment shall increase the duties or liabilities of
the Plan Administrator or of the Trustee without the consent of that party;

                  (b)  No amendment shall deprive any Participant or Beneficiary
of any of the benefits to which he is entitled under the Plan with respect to
contributions previously made, nor shall any amendment decrease the balance in
any Participant's Account; and

                  (c)  No amendment shall provide for the use of funds or assets
held to provide benefits under the Plan other than for the benefit of
Participants and their Beneficiaries, to meet the administrative expenses of the
Plan, or to provide that funds may revert to the Employer; and

                  (d)  except as required by law or as otherwise indicated in an
amendment, no amendment shall affect or alter the rights, obligations or
benefits of any person who ceased to be a Participant prior to the amendment
effective date.

                  11.2 Plan Termination.

                  (a)  Right Reserved. It is the Employer's intention to 
continue the Plan indefinitely in operation. However, each entity constituting 
the Employer reserves the right to terminate its participation in this Plan by
action of its board of directors or other governing body. Furthermore, the
Company reserves the right to terminate the Plan in whole or in part at any
time. Whole or partial termination of the Plan shall result in full and
immediate vesting in each affected Participant whose Severance from Service Date
has not occurred of the entire amount standing to his credit in his Accounts,
and there shall not thereafter be any forfeitures with respect to any affected
Participant for any reason. Plan termination shall be effective as of the date
specified by resolution of the Board of Directors, subject, however, to the
provisions of Section 11.4 hereof.

                  (b)  Effect on Retired Persons, Etc. Termination of the Plan 
shall have no effect upon payment of benefits to former Participants, their 
Beneficiaries and their estates, where benefit payments commenced prior to Plan
termination.

                  (c)  Effect on Remaining Participants.  The Employer shall 
instruct the Trustee either (1) to continue to manage and administer the assets
of the Fund for the benefit of the Participants and their Beneficiaries pursuant
to the terms and provisions of

                                      -38-
<PAGE>

the Trust Agreement, or (2) to pay over to each Participant (and former
Participant) the value of his interest, and to thereupon dissolve the Fund.

                  11.3 Complete Discontinuance of Employer Contributions. While
it is the Employer's intention to make substantial and recurrent contributions
to the Fund pursuant to the provisions of the Plan, the right is, nevertheless,
reserved to at any time completely discontinue Employer contributions. Such
complete discontinuance shall be established by resolution of the Board of
Directors and shall have the effect of a termination of the Plan, as set forth
in Section 11.2, except that the Trustee shall not have the authority to
dissolve the Fund except upon adoption of a further resolution by the Board of
Directors to the effect that the Plan is terminated and upon receipt from the
Employer of instructions to dissolve the Fund pursuant to Subsection 11.2(c).

                  11.4 Suspension of Employer Contributions. The Employer shall
have the right at any time, and from time to time, to suspend Employer
contributions to the Fund pursuant to the Plan. Such suspension shall have no
effect on the operation of the Plan except as set forth below:

                  (a)  If the Board of Directors determines by resolution that
such suspension shall be permanent, a permanent discontinuance of contributions
will be deemed to have occurred as of the date of such resolution or such
earlier date as is therein specified.

                  (b)  If such suspension becomes a plan termination, a complete
discontinuance of contributions will be imputed. In such case, the permanent
discontinuance, with resultant full vesting for all affected Participants, shall
be deemed to have occurred on the earlier of:

                       (i)   the date specified by resolution of the Board of 
         Directors or established as a matter of equity by the Plan 
         Administrator, or

                       (ii)  the last day of the first Plan Year which meets 
         both of the following criteria: (A) no Employer contributions were made
         for that or for any subsequent Plan Year, and (B) there existed for 
         such Plan Year net income out of which Employer contributions could 
         have been made, and the existence of such net income was known to the 
         Board of Directors in time to make deductible contributions for such 
         Plan Year.

                  11.5 Mergers and Consolidations of Plans. In the event of any
merger or consolidation with, or transfer of assets or liabilities to, any other
plan, each Participant shall have a benefit in the surviving or transferee plan
(determined as if such plan were then terminated immediately after such merger,
consolidation or transfer) that is equal to or greater than the benefit he would
have been entitled to receive immediately before such merger, consolidation or
transfer in the plan in which he was then a Participant (had such

                                      -39-
<PAGE>

plan been terminated at that time). For the purposes hereof, former Participants
and Beneficiaries shall be considered Participants.

                                      -40-
<PAGE>

                                   ARTICLE XII

                               PLAN ADMINISTRATOR

                  12.1 Appointment and Tenure. The Plan Administrator shall
consist of those persons or entities appointed by the Board of Directors who
shall serve at the pleasure of the Board of Directors. If no person has been
appointed to the Board of Directors, the Employer shall be deemed to be the Plan
Administrator.

                  12.2 Delegation. The Plan Administrator may, by written
majority decision, delegate to each or any one of its number authority to sign
any documents or to perform ministerial acts on its behalf.

                  12.3 Authority and Responsibility of the Plan Administrator.
The Plan Administrator shall have the following duties and responsibilities:

                  (a)  to maintain and preserve records relating to Plan 
Participants, former Participants, and their Beneficiaries;

                  (b)  to prepare and furnish to Participants all information 
and notices required under Federal law or the provisions of this Plan;

                  (c)  to prepare and furnish to the Trustee sufficient employee
data and the amount of contributions received from all sources so that the
Trustee may maintain separate Accounts for Participants and make required
payments of benefits;

                  (d)  to prepare and file or publish with the Secretary of
Labor, the Secretary of the Treasury, their delegates and all other appropriate
government officials all reports and other information required under law to be
so filed or published;

                  (e)  to provide directions to the Trustee with respect to
methods of benefit payment, valuations at dates other than annual Valuation
Dates and on all other matters where called for in the Plan or requested by the
Trustee;

                  (f)  to construe the provisions of the Plan, to correct 
defects therein and to supply omissions thereto;

                  (g)  to engage assistants and professional advisers;

                  (h)  to arrange for bonding, if required by law;

                  (i)  to provide procedures for determination of claims for 
benefits;

                                      -41-
<PAGE>

                  (j)  to determine whether any domestic relations order
constitutes a QDRO and to take such action as the Plan Administrator deems
appropriate in light of such domestic relations order; and

                  (k)  to retain records on elections and waivers by 
Participants, their Spouses and their Beneficiaries, all as further set forth 
herein.

                  12.4 Reporting and Disclosure. The Plan Administrator shall
keep all individual and group records relating to Plan Participants, and
Beneficiaries, and all other records necessary for the proper operation of the
Plan. Such records shall be made available to the Employer and to each
Participant and Beneficiary for examination during business hours except that a
Participant or Beneficiary shall examine only such records as pertain
exclusively to the examining Participant or Beneficiary and those records and
documents relating to all Participants generally. The Plan Administrator shall
prepare and shall file as required by law or regulation all reports, forms,
documents and other items required by ERISA, the Code and every other relevant
statute, each as amended, and all regulations thereunder. This provision shall
not be construed as imposing upon the Plan Administrator the responsibility or
authority for the preparation, preservation, publication or filing of any
document required to be prepared, preserved or filed by the Trustee or by any
other named fiduciary to whom such responsibilities are delegated by law or by
this Plan.

                  12.5 Construction of the Plan. The Plan Administrator shall
take such steps as are considered necessary and appropriate to remedy any
inequity that results from incorrect information received or communicated in
good faith or as the consequence of an administrative error. The Plan
Administrator shall have the full discretionary authority to make factual
determinations, to interpret the Plan, to make benefit eligibility
determinations, and to determine all questions arising in the administration,
interpretation and application of the Plan. All such corrections,
reconciliations, interpretations and completions of Plan provisions shall be
final, binding and conclusive on the parties, including the Employer, the
Employees, their families, dependents, Beneficiaries and any Alternate Payees.

                  12.6 Engagement of Assistants and Advisers. The Plan
Administrator shall have the right to hire such professional assistants and
consultants as it, in its sole discretion, deems necessary or advisable,
including, but not limited to:

                  (a)  investment managers and/or advisers;

                  (b)  accountants;

                  (c)  actuaries;

                  (d)  attorneys;

                                      -42-
<PAGE>

                  (e)  consultants;

                  (f)  clerical and office personnel;

                  (g)  medical practitioners.

The expenses incurred by the Plan Administrator in connection with the operation
of the Plan, including, but not limited to, the expenses incurred by reason of
the engagement of professional assistants and consultants, shall be expenses of
the Plan and shall be payable from the Fund at the direction of the Plan
Administrator. The Employer shall have the option, but not the obligation, to
pay any such expenses, in whole or in part, and by so doing, to relieve the Fund
from the obligation of bearing such expenses. Payment of any such expenses by
the Employer on any occasion shall not bind the Employer to thereafter pay any
similar expenses.

                  12.7 Bonding. The Plan Administrator shall arrange for such
bonding as is required by law, but no bonding in excess of the amount required
by law shall be considered required by the Plan.

                  12.8 Compensation of the Plan Administrator. The Plan
Administrator shall serve without compensation for its services as such, but all
expenses of the Plan Administrator shall be paid or reimbursed by the Employer,
and if not so paid or reimbursed, shall be proper charges to the Fund and shall
be paid therefrom.

                  12.9 Indemnification of the Plan Administrator and the
Committee Members. The Plan Administrator and each member of the Committee shall
be indemnified by the Employer against costs, expenses and liabilities (other
than amounts paid in settlement to which the Employer does not consent)
reasonably incurred by them in connection with any action to which they may be a
party by reason of their service as the Plan Administrator or a member of the
Committee except in relation to matters as to which they shall be adjudged in
such action to be personally guilty of negligence or willful misconduct in the
performance of their duties. The foregoing right to indemnification shall be in
addition to such other rights as the Plan Administrator and each member of the
Committee may enjoy as a matter of law or by reason of insurance coverage of any
kind, but shall not extend to costs, expenses and/or liabilities otherwise
covered by insurance or that would be so covered by any insurance then in force
if such insurance contained a waiver of subrogation.

                                      -43-
<PAGE>

                                  ARTICLE XIII

                                CLAIMS PROCEDURE

                  13.1 Application for Benefits. Each Participant and/or
Beneficiary believing himself eligible for benefits under the Plan shall apply
for such benefits by completing and filing with the Plan Administrator an
application for benefits on a form supplied by the Plan Administrator. Before
the date on which benefit payments commence, each such application must be
supported by such information and data as the Plan Administrator deems relevant
and appropriate. Evidence of age, marital status (and, in the appropriate
instances, health, death or disability), and location of residence shall be
required of all applicants for benefits.

                  13.2 Appeals of Denied Claims for Benefits. In the event that
any claim for benefits is denied in whole or in part, the Participant or
Beneficiary whose claim has been so denied shall be notified of such denial in
writing by the Plan Administrator. The notice advising of the denial shall
specify the reason or reasons for denial, make specific reference to pertinent
Plan provisions, describe any additional material or information necessary for
the claimant to perfect the claim (explaining why such material or information
is needed), and shall advise the Participant or Beneficiary, as the case may be,
of the procedure for the appeal of such denial. All appeals shall be made by the
following procedure:

                  (a)  The Participant or Beneficiary whose claim has been 
denied shall file with the Plan Administrator a notice of desire to appeal the 
denial. Such notice shall be filed within sixty (60) days of notification by the
Plan Administrator of claim denial, shall be made in writing, and shall set 
forth all of the facts upon which the appeal is based, together with all issues,
comments, and the theories supporting the appeal. Any facts or theories not 
raised in the review process will be deemed waived. Appeals not timely filed 
shall be barred.

                  (b)  The Plan Administrator shall, within thirty (30) days of
receipt of the Participant's or Beneficiary's notice of appeal, establish a
hearing date on which the Participant or Beneficiary may make an oral
presentation to the named appeals fiduciary in support of his appeal. The
Participant or Beneficiary shall be given not less than ten (10) days' notice of
the date set for the hearing.

                  (c)  The named appeals fiduciary shall consider the merits of
the claimant's written and oral presentations, the merits of any facts or
evidence in support of the denial of benefits, and such other facts and
circumstances as the named appeals fiduciary shall deem relevant. If the
claimant elects not to make an oral presentation, such election shall not be
deemed adverse to his interest, and the named appeals fiduciary shall

                                      -44-
<PAGE>

proceed as set forth below as though an oral presentation of the contents of the
claimant's written presentation had been made.

                  (d)  The named appeals fiduciary shall render a determination
upon the appealed claim which determination shall be accompanied by a written
statement as to the reasons therefor. The determination so rendered shall be
binding upon all parties.

                  13.3 Appointment of the Named Appeals Fiduciary. The named
appeals fiduciary shall be the person or persons named as such by the Board of
Directors, or, if no such person or persons be named, then the person or persons
named by the Plan Administrator as the named appeals fiduciary. Named appeals
fiduciaries may at any time be removed by the Board of Directors, and any named
appeals fiduciary named by the Plan Administrator may be removed by the Plan
Administrator. All such removals may be with or without cause and shall be
effective on the date stated in the notice of removal. The named appeals
fiduciary shall be a "Named Fiduciary" within the meaning of ERISA, and, unless
appointed to other fiduciary responsibilities, shall have no authority,
responsibility, or liability with respect to any matter other than the proper
discharge of the functions of the named appeals fiduciary as set forth herein.

                                      -45-
<PAGE>

                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

                  14.1 Definitions. Whenever used in this Article with respect
to this Plan, the following capitalized terms shall have the following meanings:

                  (a)  "Determination Date" shall mean for any Plan Year:

                       (1)   with respect to this Plan, the October 31 next 
preceding such Plan Year; or

                       (2)   with respect to any other plan in a Permissive
Aggregation Group or Required Aggregation Group, the last day of the plan year
of such plan that ends in the calendar year in which falls the Determination
Date with respect to this Plan for such Plan Year.

                  (b)  "Key Employee" shall mean, for any Plan Year, an 
individual who is a key employee for such Plan Year within the meaning of 
Section 416(i) of the Code.

                  (c)  "Non-Key Employee" shall mean any employee or former
employee of the Company or an Affiliated Company in any Plan Year, but who is
not a Key Employee as to that Plan Year.

                  (d)  "Permissive Aggregation Group" shall mean the group of
affiliated retirement plans maintained by the Company or any Affiliated Company,
which group consists of the Required Aggregation Group and any other such plan
or plans which, considered together with the Required Aggregation Group, meet
the requirements of Section 401(a)(4) and 410 of the Code.

                  (e)  "Required Aggregation Group" shall mean the group of
qualified retirement plans maintained by the Company or any Affiliated Company,
which group consists of each plan in which a Key Employee is a Participant in
the Plan Year containing the Determination Date or any of the four preceding
Plan Years, including any frozen or terminated plan that was maintained within
the five-year period ending on the Determination Date, and each other plan that
enables any such plan to meet the requirements of Section 401(a)(4) or 410 of
the Code, but only if such group includes this Plan. Otherwise, the Required
Aggregation Group consists of this Plan only.

                  (f)  "Top-Heavy Plan Year" shall mean a Plan Year in which the
Plan is top-heavy. The Plan is top-heavy for a given Plan Year if for that Plan
Year (i) the Required Aggregation Group is top-heavy, and (ii) the Required
Aggregation Group is not part of a Permissive Aggregation Group that is not
top-heavy. The Required Aggregation

                                      -46-
<PAGE>

Group or a Permissive Aggregation Group (the "Group") is top-heavy for a given
Plan Year if the ratio (determined as provided in Section 416(g) of the Code) of
the aggregate accounts (or, the present value of cumulative accrued benefits, in
the case of a defined benefit plan included in such Group) of participants who
are key employees to the like amount determined for all participants in all
plans included in such Group exceeds 60%. The present value of cumulative
accrued benefits under any defined benefit plan shall be determined under the
method used for accrual purposes for all plans maintained by the Company and all
Affiliated Companies if a single method is used by all such plans, or otherwise,
the slowest accrual method permitted under Section 411(b)(1)(C) of the Code.

                  14.2 Operating Rules.  Anything in the Plan to the contrary
notwithstanding, the following rules shall apply in a Top-Heavy Plan Year:

                  (a)  For any Top-Heavy Plan Year, the contribution on behalf 
of each Employee who is a Non-Key Employee and who remained in the employ of the
Company or an Affiliated Company through the end of such Plan Year, taking into
account contributions allocated to such Employee under any defined contribution
plan included in the Required Aggregation Group or any Permissive Aggregation
Group, shall be at least equal to the required minimum percentage described in
Subparagraph (1) below. For purposes of this Paragraph:

                       (1)  the required minimum percentage shall be 3% of such
Non-Key Employee's 415 Compensation for such Plan Year provided that, if the
Plan does not enable a defined benefit plan in the Required Aggregation Group to
meet the requirements of Section 401(a)(4) or 410 of the Code, the required
minimum percentage shall be the lesser of 3% or the percentage of the 415
Compensation, to a maximum of $200,000 ($150,000, effective November 1, 1994) of
415 Compensation (or such other amount as may be permitted under Section
401(a)(17) of the Code for the Plan Year), allocated to the Key Employee for
whom such percentage is the highest for such Plan Year.

If any person who is an Employee in the Plan is a participant under any
qualified defined benefit pension plan sponsored by the Company or an Affiliated
Company, "4%" shall be substituted for "3%" in Subparagraph (1) above. The
provisions of this Paragraph (a) shall not apply to any Non-Key Employee for a
Plan Year, if with respect to that Plan Year, the Non-Key Employee was an active
participant in a qualified defined benefit plan(s) included in the Required or
Permissive Aggregation Group under which the Non-Key Employee's accrued benefit
is not less than the minimum accrued pension benefit that would be required
under Section 416(c)(1) of the Code.

                  (b)  If the Plan Year would be a Top-Heavy Plan Year 
substituting "90%" for "60%" in Section 14.1(f) above, "1.0" shall be 
substituted for "1.25" in Section 4.7(b)(3) and Section 4.7(b)(5)(B)(i); and

                                      -47-
<PAGE>

                  (c)  Each Participant's Account shall become vested in 
accordance with the following schedule:

                  Completed Years of Service              Vested Percentage
                  --------------------------              -----------------
                         
                  Less than 2                                     0%
                  2 but less than 3                              20%
                  3 but less than 4                              40%
                  4 but less than 5                              60%
                  5 but less than 6                              80%
                  6 or more                                     100%

                  (d)  If the Plan ceases to be a Top-Heavy Plan, the vesting 
rule set forth in Section 7.1 shall again apply to all Years of Service, 
provided that:

                       (1) each Participant described above shall maintain the 
same vested interest in his Account determined under the schedule above as of 
the date on which the Plan ceases to be a Top-Heavy Plan until the Participant's
vested percentage under the schedule in Section 7.1 exceeds the percentage
maintained under the schedule above; and

                       (2) any such Participant with at least three (3) Years of
Service at the time the Plan ceases to be a Top-Heavy Plan shall continue to 
have his vested percentage computed under the Plan in accordance with the 
vesting schedule set forth above.

                                      -48-
<PAGE>

                                   ARTICLE XV

                                  MISCELLANEOUS

                  15.1 Nonalienation of Benefits. None of the payments, benefits
or rights of any Participant, Beneficiary or Alternate Payee shall be subject 
to any claim of any creditor, and in particular, to the fullest extent permitted
by law, all such payments, benefits and rights shall be free from attachment,
garnishment, trustee's process, or any other legal or equitable process
available to any creditor of such Participant, Beneficiary or Alternate Payee.
No Participant, Beneficiary or Alternate Payee shall have the right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or payments
which he may expect to receive, contingently or otherwise, under the Plan,
except the right reserved to Participants, and in certain circumstances to their
surviving Spouse, to designate a Beneficiary or Beneficiaries as hereinabove
provided. Compliance with the provisions and conditions of any QDRO shall not be
considered a violation of this provision.

                  15.2 Action of Employer. Any action permitted or required to
be taken by the Employer hereunder may be taken by the President or any Vice
President (and if required, attested to by any officer), except that amendment
or termination of the Plan, the permanent or complete discontinuance of
contributions by the Employer, the determination of Employer contributions for
any Accrual Computation Period and the removal or appointment of the Plan
Administrator or the Trustee shall be by resolution of the Board of Directors or
any committee thereof, or by any person or persons authorized to take such
action (or whose action so taken is ratified) by resolution of the Board or such
committee. Notwithstanding the foregoing, any amendment necessary to initially
qualify the Plan under section 401(a) of the Code, or to maintain such
qualification, may be made without the further approval of the Board of
Directors if signed by the officers or other persons authorized pursuant to this
Section.

                  Each entity constituting the Employer hereby delegates to the
Board of Directors (and to the officers and other persons authorized to act on
behalf of the Employer pursuant to this Section) the full authority to act in
its stead and on its behalf on all matters with respect to the Plan and the
Trust Agreement.

                  15.3 No Contract of Employment. Neither the establishment of
the Plan, nor any modification thereof, nor the creation of any fund, trust or
account, nor the payment of any benefits shall be construed as giving any
Participant or Employee, or any person whomsoever, the right to be retained in
the service of the Employer, and all Participants and other Employees shall
remain subject to discharge to the same extent as if the Plan had never been
adopted.

                  15.4 Severability of Provisions. If any provision of the Plan
shall be held invalid or unenforceable, such in validity or unenforceability 
shall not affect any other provision

                                      -49-
<PAGE>

hereof, and the Plan shall be construed and enforced as if such provision had 
not been included.

                  15.5  Heirs, Assigns and Personal Representatives. This Plan
shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties, including each Participant and Beneficiary, present and
future and all persons for whose benefit there exists any QDRO with respect to
any Participant (except that no successor to the Employer shall be considered a
Plan sponsor unless that successor adopts the Plan).

                  15.6  Headings and Captions. The headings and captions herein
are provided for reference and convenience only, shall not be considered part of
the Plan, and shall not be employed in the construction of the Plan.

                  15.7  Gender and Number. Except where otherwise clearly
indicated by context, the masculine and the neuter shall include the feminine
and the neuter, the singular shall include the plural, and vice-versa.

                  15.8  Controlling Law.  The Plan shall be construed and 
enforced according to the laws of the Commonwealth of Pennsylvania to the extent
not preempted by Federal law, which shall otherwise control.

                  15.9  Funding Policy.  The Plan is designed to invest 
primarily in Company Stock so as to give Participants an ownership interest in 
the Employer.

                  15.10 Title to Assets. No Participant, Beneficiary or
Alternate Payee shall have any right to, or interest in, any assets of the Fund
upon termination of his employment or otherwise, except as provided from time to
time under the Plan, and then only to the extent of the benefits payable under
the Plan to such Participant, Beneficiary or Alternate Payee out of the assets
of the Fund. All payments of benefits as provided for in the Plan shall be made
from the assets of the Fund, and neither the Employer nor any other person shall
be liable therefor in any manner.

                  15.11 Payments to Minors, Etc. Any benefit payable to or for
the benefit of a minor, an incompetent person or other person incapable of
receipting therefor shall be deemed paid when paid to such person's guardian or
to the party providing or reasonably appearing to provide for the care of such
person, and such payment shall fully discharge the Trustee, the Plan
Administrator, the Employer and all other parties with respect thereto.

                  15.12 Reliance on Data and Consents. The Employer, the
Trustee, the Plan Administrator, all fiduciaries with respect to the Plan, and
all other persons or entities associated with the operation of the Plan, the
management of its assets, and the provision of benefits thereunder, may
reasonably rely on the truth, accuracy and completeness of any representations
or data provided by any Participant, any Beneficiary, any spouse of a
Participant or any Alternate Payee, including, without limitation,
representations or data as to

                                      -50-
<PAGE>

age, health, marital status and any inability to locate a spouse. All such
representations made and data submitted are binding on any party seeking to
claim a benefit through a Participant, Beneficiary, spouse of a Participant,
Alternate Payee or the representatives of any such persons. Similarly, the
Employer, the Trustee, the Plan Administrator, all fiduciaries with respect to
the Plan and all such other aforementioned persons or entities, each shall have
the right to rely on consents, elections, designations and waivers received, and
may treat any such consent, election, designation or waiver as genuine and as
having been executed with full comprehension of the significance thereof by the
party purported to have signed the same.

                  15.13 Lost Payees. A benefit shall be deemed forfeited if the
Plan Administrator is unable to locate the person to whom payment is due,
provided, however, that subject to Section 15.14, such benefit shall be
reinstated if a claim is made by the party to whom the forfeited benefit is
properly payable.

                  15.14 Missing Spouses. If a Participant certifies in writing
to the Plan Administrator that he is unable to locate his spouse after diligent
effort to determine her whereabouts, and if the Plan Administrator, having
written to such spouse at the address at which such spouse was last known to the
Participant or the Plan Administrator to reside (or to the said spouse's legal
representative if the Plan Administrator has been advised of the existence of
such legal representative), receives no response that could reasonably be
expected to result in the location of such spouse, the Participant shall be
treated as an unmarried person for purposes of the Plan, until such time, if
ever, as such spouse is located and his or her whereabouts made known to the
Plan Administrator. If such a missing spouse subsequently appears or is located,
such spouse's rights, if any, to future benefit payments shall be restored, but
such spouse shall have no claim against any party with respect to benefits
already paid, regardless of to whom paid.

                  15.15 Notices. Each Participant, Beneficiary, Alternate Payee
or other person entitled to benefits under the Plan shall be responsible for
furnishing the Plan Administrator with the current and proper address for the
mailing of notices, statements, reports, other communications from the Plan
Administrator and benefit payments. Any notice, statement, report or
communication required or permitted to be given to any such person shall be
deemed to have been duly given if delivered to, or if mailed by first-class
mail, postage prepaid and addressed to, such person at the address so furnished
to the Plan Administrator. If any check or Employer Securities mailed to such
address is returned as undeliverable to the addressee, mailing of checks or such
Securities shall be suspended until the person entitled to such payment
furnishes, or the Plan Administrator is otherwise furnished, the proper address.
This Section shall not be construed as requiring the mailing of any notice or
communication if the regulations issued under ERISA or the Code deem sufficient
notice to be given by the posting of notice in appropriate places, or by any
other publication method. All elections, designations, requests, notices,
instructions and other communications from a Participant, Beneficiary, Alternate
Payee or other person to the Plan Administrator, required or permitted under the
Plan, shall be in such form as prescribed by the Plan Administrator and shall be
mailed by first-class mail or delivered to such location as prescribed by the
Plan

                                      -51-
<PAGE>

Administrator and shall be deemed to have been given and delivered only upon
actual receipt thereof by the Plan Administrator at such location.

                  IN WITNESS WHEREOF, and as evidence of the adoption of this
amended and restated Plan, the Employer has caused the same to be executed by
its duly authorized officers and its corporate seal to be affixed, as of the
31st day of October, 1995.

                                        CENTRAL SPRINKLER CORPORATION

Attest:



/s/  George G. Meyer                        /s/ Albert T. Sabol
------------------------                     ---------------------------
Secretary                                    Vice President, Finance

 (Corporate Seal)

                                      -52-