<PAGE>

                                                                     EXHIBIT 4.7
                                                                          8-1-97










                HYPRO CORPORATION 401(k) AND PROFIT SHARING PLAN

               (As Amended and Restated Effective January 1, 1997)
<PAGE>

                HYPRO CORPORATION 401(k) AND PROFIT SHARING PLAN

                                TABLE OF CONTENTS


ARTICLE I  GENERAL
Sec. 1.1  Name of Plan.........................................................1
Sec. 1.2  Purpose..............................................................1
Sec. 1.3  Effective Date.......................................................1
Sec. 1.4  Company..............................................................1
Sec. 1.5  Construction and Applicable Law......................................1
Sec. 1.6  Benefits Determined Under Provisions in Effect at Termination of
          Employment...........................................................1
Sec. 1.7  Effective Date of Document...........................................1
Sec. 1.8  Merger of Plans......................................................2

ARTICLE II  MISCELLANEOUS DEFINITIONS
Sec. 2.1  Account..............................................................3
Sec. 2.2  Active Participant...................................................3
Sec. 2.3  Affiliate............................................................3
Sec. 2.4  Beneficiary..........................................................3
Sec. 2.5  Board  ..............................................................3
Sec. 2.6  Certified Earnings...................................................3
Sec. 2.7  Code   ..............................................................4
Sec. 2.8  Common Control.......................................................4
Sec. 2.9  ERISA  ..............................................................4
Sec. 2.10  Forfeitures.........................................................4
Sec. 2.11  Fund  ..............................................................4
Sec. 2.12  Funding Agency......................................................4
Sec. 2.13  Highly Compensated Employee.........................................4
Sec. 2.14  Leased Employee.....................................................5
Sec. 2.15  Named Fiduciary.....................................................6
Sec. 2.16  Non-Highly Compensated Employee.....................................6
Sec. 2.17  Normal Retirement Age...............................................6
Sec. 2.18  Participant.........................................................6
Sec. 2.19  Plan Year...........................................................6
Sec. 2.20  Predecessor Employer................................................6
Sec. 2.21  Qualified Employee..................................................7
Sec. 2.22  Successor Employer..................................................7
Sec. 2.23  Top-Heavy Plan......................................................7
Sec. 2.24  Valuation Date......................................................7

ARTICLE III  SERVICE PROVISIONS
Sec. 3.1  Employment Commencement Date.........................................9
Sec. 3.2  Termination of Employment............................................9
Sec. 3.3  Recognized Break in Service..........................................9
Sec. 3.4  Elapsed Time.........................................................9
Sec. 3.5  Hours of Service....................................................10
Sec. 3.6  Eligibility Computation Period......................................11
Sec. 3.7  Year of Eligibility Service.........................................12
Sec. 3.8  1-Year Break In Service.............................................12
Sec. 3.9  Periods of Military Service.........................................13
<PAGE>

ARTICLE IV  PLAN PARTICIPATION
Sec. 4.1  Entry Date..........................................................14
Sec. 4.2  Eligibility for Participation.......................................14
Sec. 4.3  Duration of Participation...........................................14
Sec. 4.4  No Guarantee of Employment..........................................14

ARTICLE V  CONTRIBUTIONS
Sec. 5.1  Salary Reduction Contributions......................................15
Sec. 5.2  Profit Sharing Contributions........................................16
Sec. 5.3  Adjustment of Contributions Required by Code Section 401(k).........17
Sec. 5.4  Distribution of Excess Deferrals....................................20
Sec. 5.5  Time of Contributions...............................................20
Sec. 5.6  Allocations.........................................................21
Sec. 5.7  Limitations on Contributions........................................21

ARTICLE VI  LIMITATION ON ALLOCATIONS
Sec. 6.1  Limitation on Allocations...........................................22

ARTICLE VII  INDIVIDUAL ACCOUNTS
Sec. 7.1  Accounts for Participants...........................................25
Sec. 7.2  Valuation Procedure.................................................25
Sec. 7.3  Investment of Accounts..............................................26
Sec. 7.4  Participant Statements..............................................27
Sec. 7.5  Rollover Accounts...................................................27
Sec. 7.6  Voting of WICOR Stock...............................................28
Sec. 7.7  Tender Offers.......................................................28

ARTICLE VIII  DESIGNATION OF BENEFICIARY
Sec. 8.1  Persons Eligible to Designate.......................................29
Sec. 8.2  Special Requirements for Married Participants.......................29
Sec. 8.3  Form and Method of Designation......................................29
Sec. 8.4  No Effective Designation............................................29
Sec. 8.5  Successor Beneficiary...............................................30

ARTICLE IX  BENEFIT REQUIREMENTS
Sec. 9.1  Benefit on Retirement or Disability.................................31
Sec. 9.2  Other Termination of Employment.....................................31
Sec. 9.3  Death  .............................................................33
Sec. 9.4  Loans to Participants...............................................33
Sec. 9.5  No Withdrawals Prior to Termination of Employment...................36

ARTICLE X  DISTRIBUTION OF BENEFITS
Sec. 10.1  Time and Method of Payment.........................................37
Sec. 10.2  Distribution In Cash Only..........................................39
Sec. 10.3  Accounting Following Termination of Employment.....................39
Sec. 10.4  Reemployment.......................................................39
Sec. 10.5  Source of Benefits.................................................39
Sec. 10.6  Incompetent Payee..................................................39
Sec. 10.7  Benefits May Not Be Assigned or Alienated..........................39
Sec. 10.8  Payment of Taxes...................................................40

                                      -ii-
<PAGE>

Sec. 10.9  Conditions Precedent...............................................40
Sec. 10.10  Company Directions to Funding Agency..............................40
Sec. 10.11  Effect on Unemployment Compensation...............................40
Sec. 10.12  Special Distribution Events.......................................40

ARTICLE XI  FUND
Sec. 11.1  Composition........................................................41
Sec. 11.2  Funding Agency.....................................................41
Sec. 11.3  Compensation and Expenses of Funding Agency........................41
Sec. 11.4  Funding Policy.....................................................41
Sec. 11.5  Securities and Property of the Company.............................41
Sec. 11.6  No Diversion.......................................................42

ARTICLE XII  ADMINISTRATION OF PLAN
Sec. 12.1  Administration by Company..........................................43
Sec. 12.2  Certain Fiduciary Provisions.......................................43
Sec. 12.3  Discrimination Prohibited..........................................44
Sec. 12.4  Evidence...........................................................44
Sec. 12.5  Correction of Errors...............................................44
Sec. 12.6  Records............................................................44
Sec. 12.7  General Fiduciary Standard.........................................44
Sec. 12.8  Prohibited Transactions............................................44
Sec. 12.9  Claims Procedure...................................................44
Sec. 12.10  Bonding...........................................................45
Sec. 12.11  Waiver of Notice..................................................45
Sec. 12.12  Agent For Legal Process...........................................45
Sec. 12.13  Indemnification...................................................45

ARTICLE XIII  AMENDMENT, TERMINATION, MERGER
Sec. 13.1  Amendment..........................................................46
Sec. 13.2  Permanent Discontinuance of Contributions..........................46
Sec. 13.3  Termination........................................................46
Sec. 13.4  Partial Termination................................................47
Sec. 13.5  Merger, Consolidation, or Transfer of Plan Assets..................47
Sec. 13.6  Deferral of Distributions..........................................47

ARTICLE XIV  TOP-HEAVY PLAN PROVISIONS
Sec. 14.1  Key Employee Defined...............................................48
Sec. 14.2  Determination of Top-Heavy Status..................................48
Sec. 14.3  Minimum Contribution Requirement...................................50
Sec. 14.4  Vesting Schedule...................................................50
Sec. 14.5  Participation under Defined Benefit Plan and Defined Contribution
           Plan...............................................................51
Sec. 14.6  Definition of Employer.............................................51
Sec. 14.7  Exception For Collective Bargaining Unit...........................51

ARTICLE XV  MISCELLANEOUS PROVISIONS
Sec. 15.1  Insurance Company Not Responsible for Validity of Plan.............52
Sec. 15.2  Headings...........................................................52

                                     -iii-
<PAGE>

Sec. 15.3  Capitalized Definitions............................................52
Sec. 15.4  Gender.............................................................52
Sec. 15.5  Use of Compounds of Word "Here"....................................52
Sec. 15.6  Construed as a Whole...............................................52
















                                      -iv-
<PAGE>

                HYPRO CORPORATION 401(k) AND PROFIT SHARING PLAN

               (As Amended and Restated Effective January 1, 1997)


                                    ARTICLE I

                                     GENERAL
                                     -------

     Sec. 1.1 Name of Plan. The name of the discretionary contribution profit
sharing plan set forth herein is Hypro Corporation 401(k) and Profit Sharing
Plan. It is sometimes herein referred to as the "Plan".

     Sec. 1.2 Purpose. The Plan has been established so that eligible employees
may have an additional source of retirement income.

     Sec. 1.3 Effective Date. The "Effective Date" of the Plan, the date as of
which the Plan was established, is January 31, 1956.

     Sec. 1.4 Company. The "Company" is Hypro Corporation, a Delaware
corporation, and any Successor Employer thereof.

     Sec. 1.5 Construction and Applicable Law. The Plan is intended to meet the
requirements for qualification under section 401(a) of the Code and the
requirements applicable to qualified cash or deferred arrangements under section
401(k) of the Code. The Plan is also intended to be in full compliance with
applicable requirements of ERISA. The Plan shall be administered and construed
consistent with said intent. It shall also be construed and administered
according to the laws of the State of Minnesota to the extent that such laws are
not preempted by the laws of the United States of America. All controversies,
disputes, and claims arising hereunder shall be submitted to the United States
District Court for the District of Minnesota, except as otherwise provided in
any trust agreement entered into with a Funding Agency.

     Sec. 1.6 Benefits Determined Under Provisions in Effect at Termination of
Employment. Except as may be specifically provided herein to the contrary,
benefits under the Plan attributable to service prior to a Participant's
Termination of Employment shall be determined and paid in accordance with the
provisions of the Plan as in effect as of the date the Termination of Employment
occurred unless he or she becomes an Active Participant after that date and such
active participation causes a contrary result under the provisions hereof.
However, the provisions of this document shall apply to any such Participant to
the extent necessary to maintain the qualified status of the Plan under Code
section 401(a) or to comply with the requirements of ERISA.

     Sec. 1.7 Effective Date of Document. Unless a different date is specified
for some purpose in this document, the provisions of this Plan document are
generally effective as of January 1, 1997. However, any provision necessary to
comply with a requirement of federal legislation or a Treasury regulation which
requirement has an earlier effective date shall be effective retroactively to
the date required by the applicable law or regulation unless a different
effective date is specifically stated in this document.
<PAGE>

     Sec. 1.8 Merger of Plans. Effective April 1, 1992, the Hypro Corporation
401(k) Plan and the Hypro Corporation Sherwood Plant Profit Sharing Plan
(hereafter, the "Merged Plans") are merged into the Hypro Corporation Profit
Sharing Plan. The Hypro Corporation Profit Sharing Plan was renamed the Hypro
Corporation 401(k) and Profit Sharing Plan. This document reflects such merger.







                                      -2-
<PAGE>

                                   ARTICLE II

                            MISCELLANEOUS DEFINITIONS
                            -------------------------

     Sec. 2.1 Account. "Account" means a Participant's or Beneficiary's interest
in the Fund of any of the types described in Sec. 7.1.

     Sec. 2.2 Active Participant. An employee is an "Active Participant" only
while he or she is both a Participant and a Qualified Employee.

     Sec. 2.3 Affiliate. "Affiliate" means any trade or business entity under
Common Control with the Company, or under Common Control with a Predecessor
Employer while it is such.

     Sec. 2.4 Beneficiary. "Beneficiary" means the person or persons designated
as such pursuant to the provisions of Article VIII.

     Sec. 2.5 Board. The "Board" is the board of directors of the Company, and
includes any executive committee thereof authorized to act for said board of
directors.

     Sec. 2.6 Certified Earnings. "Certified Earnings" of a Participant for a
Plan Year means the amount determined by the Company to be the total earnings
paid to the Participant by the Company during such Plan Year for service as a
Qualified Employee (including base compensation, overtime pay, sick pay,
vacation pay, short term disability pay paid by the Company, and sales incentive
compensation or commissions), subject to the following:

     (a)  Certified Earnings include Salary Reduction Contributions to this Plan
          and any contributions made by salary reduction to any other plan which
          meets the requirements of Code sections 125, 401(k), or 402(h)(1)(B),
          whether or not such contributions are actually excludable from the
          Participant's gross income for federal income tax purposes. Certified
          Earnings do not include Profit Sharing Contributions or Special Profit
          Sharing Contributions to this Plan.

     (b)  For purposes of determining Salary Reduction Contributions under Sec.
          5.1:

          (1)  Certified Earnings include EVA bonuses, discretionary bonuses,
               and sales representative awards or bonuses.

          (2)  Certified Earnings do not include allowances or reimbursements
               for business, relocation, personal use of automobile or other
               expenses, tuition reimbursements, severance or separation
               agreement payments, employee of the year awards, gain sharing
               payments, payments or contributions to or for the benefit of the
               employee under any other deferred compensation, pension, profit
               sharing, insurance, disability (other than short term disability
               pay paid by the Company) or other employee benefit plan, stock
               options, stock appreciation rights or cash payments in lieu
               thereof, merchandise or service discounts, non-cash employee
               awards, benefits in the form of property or the use of property,
               earnings payable in a form other than cash (W-2 adjustments), or
               other similar fringe benefits, except as provided in subsection
               (a).

     (c)  For purposes of determining and allocating Profit Sharing
          Contributions under Sec. 5.2, Certified Earnings do not include EVA
          bonuses, discretionary bonuses, sales representative

                                      -3-
<PAGE>

          awards or bonuses, or any amounts described in subsection (b)(2),
          above, except to the extent such amounts are required to be included
          in determining the employee's regular rate of pay under the Federal
          Fair Labor Standards Act for purposes of computing overtime pay
          thereunder.

     (d)  Effective for Plan Years commencing after 1996, Certified Earnings of
          a Participant for any Plan Year shall not exceed $160,000, adjusted
          for each Plan Year to take into account any cost of living increase
          provided for that year in accordance with regulations prescribed by
          the Secretary of the Treasury. The dollar increase in effect on
          January 1 of any calendar year shall apply to Plan Years beginning in
          that calendar year. If a Plan Year is shorter than 12 months, the
          limit under this subsection for that year shall be multiplied by a
          fraction, the numerator of which is the number of months in the short
          Plan Year and the denominator of which is 12.

     Sec. 2.7 Code. "Code" means the Internal Revenue Code of 1986 as from time
to time amended.

     Sec. 2.8 Common Control. A trade or business entity (whether a corporation,
partnership, sole proprietorship or otherwise) is under "Common Control" with
another trade or business entity (i) if both entities are corporations which are
members of a controlled group of corporations as defined in Code section 414(b),
or (ii) if both entities are trades or businesses (whether or not incorporated)
which are under common control as defined in Code section 414(c), or (iii) if
both entities are members of an affiliated service group as defined in Code
section 414(m), or (iv) if both entities are required to be aggregated pursuant
to regulations under Code section 414(o). Service for all entities under Common
Control shall be treated as service for a single employer to the extent required
by the Code; provided, however, that an individual shall not be a Qualified
Employee by reason of this section. In applying the first sentence of this
section for purposes of Article VI, the provisions of subsections (b) and (c) of
section 414 of the Code are deemed to be modified as provided in Code section
415(h).

     Sec. 2.9 ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974 as from time to time amended.

     Sec. 2.10 Forfeitures. "Forfeitures" means that part of the Fund so
recognized under Sec. 9.2(b)(2).

     Sec. 2.11 Fund. "Fund" means the aggregate of assets described in Sec.
11.1.

     Sec. 2.12 Funding Agency. "Funding Agency" is a trustee or trustees or an
insurance company appointed and acting from time to time in accordance with the
provisions of Sec. 11.2 for the purpose of holding, investing, and disbursing
all or a part of the Fund.

     Sec. 2.13 Highly Compensated Employee. "Highly Compensated Employee" for
any Plan Year means an individual described as such in Code section 414(q).

     (a)  Unless otherwise provided in Code section 414(q), each employee who
          meets one of the following requirements is a "Highly Compensated
          Employee":

          (1)  The employee at any time during the current or prior Plan Year
               was a more than 5-percent owner as defined in Code section
               414(q)(2).

                                      -4-
<PAGE>

          (2)  The employee received Compensation from the employer in excess of
               $80,000 for the prior Plan Year. If the Company elects (pursuant
               to applicable regulations, if any) that this sentence shall apply
               to the prior Plan Year, the employee must also have been in the
               top 20 percent of employees of the employer who performed
               services for the employer in such prior Plan Year, when ranked on
               the basis of Compensation paid during the Plan Year. For purposes
               of determining the top 20 percent of employees under Code section
               414(q)(3), any non-resident aliens who receive no earned income
               from the employer which constitutes income from sources within
               the United States shall be disregarded.

          (3)  The individual is a former employee who had a separation year
               prior to the current Plan Year and such individual performed
               services for the employer and was a Highly Compensated Employee
               for either (i) such separation year, or (ii) any Plan Year ending
               on or after the individual's 55th birthday. A "separation year"
               is the Plan Year in which the individual separates from service
               with the employer. With respect to an individual who separated
               from service before January 1, 1987, the individual will be
               included as a Highly Compensated Employee only if the individual
               was a more than 5-percent owner or received Compensation in
               excess of $50,000 during (i) the employee's separation year (or
               the year preceding such separation year), or (ii) any year ending
               on or after such individual's 55th birthday (or the last year
               ending before such individual's 55th birthday).

     (b)  The dollar amount specified in paragraph (2) of subsection (a) shall
          be indexed for cost of living increases for each calendar year after
          1996 as provided in the applicable Treasury regulations. For any Plan
          Year, the applicable dollar amount shall be the dollar amount in
          effect for the calendar year in which the Plan Year commences.

     (c)  For purposes of this section, "employer" includes the Company and all
          Affiliates, and "employee" includes Leased Employees.

     (d)  For purposes of this section, "Compensation" means the amount defined
          as such under Sec. 6.1(f) plus the Salary Reduction Contributions to
          this Plan and any other elective deferral contributions made by or on
          behalf of the employee to any other plan maintained by the Company or
          an Affiliate which are not includible in the gross income of the
          employee under Code sections 125, 401(k), 402(h)(1)(B), or 403(b).
          Commencing January 1, 1998, Compensation means the amount defined as
          such under Sec. 6.1(f).

     (e)  For purposes of applying this section to the Plan Year commencing
          January 1, 1997, the "prior Plan Year" shall be deemed to be the 1996
          calendar year. The determination of Highly Compensated Employees for
          the short Plan Year ending December 31, 1996 shall be made pursuant to
          the provisions of Sec. 2.14 of the Plan in effect on December 31,
          1996.

     Sec. 2.14 Leased Employee. "Leased Employee" means any person defined as
such by Code section 414(n). In general, a Leased Employee is any person who is
not otherwise an employee of the Company or an Affiliate (referred to
collectively as the "recipient") and who pursuant to an agreement between the
recipient and any other person ("leasing organization") has performed services
for the recipient (or for the recipient and related persons determined in
accordance with Code section 414(n)(6)) on a substantially full-time basis for a
period of at least one year and such services are

                                      -5-
<PAGE>

performed under primary direction or control by the recipient. For purposes of
the requirements listed in Code section 414(n)(3), any Leased Employee shall be
treated as an employee of the recipient, and contributions or benefits provided
by the leasing organization which are attributable to services performed for the
recipient shall be treated as provided by the recipient. However, if Leased
Employees constitute less than 20% of the Company's non-highly compensated work
force within the meaning of Code section 414(n)(5)(C)(ii), those Leased
Employees covered by a plan described in Code section 414(n)(5) shall be
disregarded. Notwithstanding the foregoing, no Leased Employee shall be a
Qualified Employee or a Participant in this Plan.

     Sec. 2.15 Named Fiduciary. The Company is a "Named Fiduciary" for purposes
of ERISA with authority to control or manage the operation and administration of
the Plan, including control or management of the assets of the Plan. Other
persons are also Named Fiduciaries under ERISA if so provided thereunder or if
so identified by the Company, by action of the Board. Such other person or
persons shall have such authority to control or manage the operation and
administration of the Plan, including control or management of the assets of the
Plan, as may be provided by ERISA or as may be allocated by the Company, by
action of the Board.

     Sec. 2.16 Non-Highly Compensated Employee. "Non-Highly Compensated
Employee" means an employee of the Company who is not a Highly Compensated
Employee.

     Sec. 2.17 Normal Retirement Age. "Normal Retirement Age" is age 65.

     Sec. 2.18 Participant. A "Participant" is an individual described as such
in Article IV.

     Sec. 2.19 Plan Year. Commencing January 1, 1997, the "Plan Year" is the
calendar year. The period from October 1, 1996 to December 31, 1996 was a short
Plan Year. From October 1, 1989, to September 30, 1996, the Plan Year was the
12-consecutive-month period commencing on each October 1 and ending on the
following September 30. The period from July 1, 1989 to September 30, 1989 was a
short Plan Year. Prior to July 1, 1989, the Plan Year was the
12-consecutive-month period commencing on each July 1.

     Sec. 2.20 Predecessor Employer. Any corporation, partnership, firm, or
individual, a substantial part of the assets and employees of which are acquired
by a successor is a "Predecessor Employer" if named in this section, subject to
any conditions and limitations with respect thereto imposed by this section;
provided, however, that any such corporation, partnership, firm, or individual
may be named as a Predecessor Employer only if all of its employees who at the
time of the acquisition become employees of the successor and Participants
hereunder are treated uniformly, the use of service with it does not produce
discrimination in favor of Highly Compensated Employees, and there is no
duplication of benefits for such service. To be considered a Predecessor
Employer, the acquisition of assets and employees of a corporation, partnership,
firm, or individual must be by the Company, by an Affiliate, or by another
Predecessor Employer. Each of the following is a Predecessor Employer for the
period prior to the date indicated and subject to such other conditions and
limitations, if any, specified with respect thereto:

     (a) Lear Siegler, Inc. for periods prior to March 24, 1987.

Any other employer shall be a Predecessor Employer if so required by regulations
prescribed by the Secretary of the Treasury.

                                      -6-
<PAGE>

     Sec. 2.21 Qualified Employee. "Qualified Employee" means any employee of
the Company (other than an employee classified by the Company as a temporary
employee), subject to the following:

     (a)  A nonresident alien within the meaning of Code section 7701(b)(1)(B)
          while not receiving earned income (within the meaning of Code section
          911(d)(2)) from the Company which constitutes income from sources
          within the United States (within the meaning of Code section
          861(a)(3)) is not a Qualified Employee.

     (b)  An employee is not a Qualified Employee unless his or her services are
          performed within the continental United States (including Alaska) or
          Hawaii, or the principal base of operations to which the employee
          frequently returns is within the continental United States (including
          Alaska) or Hawaii.

     (c)  Eligibility of employees in a collective bargaining unit to
          participate in the Plan is subject to negotiations with the
          representative of that unit. During any period that an employee is
          covered by the provisions of a collective bargaining agreement between
          the Company and such representative, the employee shall not be
          considered a Qualified Employee for purposes of this Plan unless such
          agreement expressly so provides. For purposes of this section only,
          such an agreement shall be deemed to continue after its formal
          expiration during collective bargaining negotiations pending the
          execution of a new agreement.

     (d)  An employee shall be deemed to be a Qualified Employee during a period
          of absence from active service which does not result from a
          Termination of Employment, provided he or she is a Qualified Employee
          at the commencement of such period of absence.

     (e)  Notwithstanding anything herein to the contrary, an individual is not
          a Qualified Employee during any period during which the individual is
          classified by the Company as an independent contractor or as any other
          status in which the person is not treated as a common law employee of
          the Company for purposes of withholding of taxes, regardless of the
          correct legal status of the individual. The previous sentence applies
          to all periods of such service of an individual who is subsequently
          reclassified as an employee, whether the reclassification is
          retroactive or prospective.

     Sec. 2.22 Successor Employer. A "Successor Employer" is any entity that
succeeds to the business of the Company through merger, consolidation,
acquisition of all or substantially all of its assets, or any other means and
which elects before or within a reasonable time after such succession, by
appropriate action evidenced in writing, to continue the Plan.

     Sec. 2.23 Top-Heavy Plan. "Top-Heavy Plan" is defined in Sec. 14.2(a).

     Sec. 2.24 Valuation Date. "Valuation Date" means the date on which the Fund
and Accounts are valued as provided in Article VII. Each of the following is a
Valuation Date:

     (a)  Effective December 13, 1996, each business day of a Plan Year on which
          the securities markets are open for trading.

                                      -7-
<PAGE>

     (b)  Such other day, as designated by the Company in written notice to the
          Funding Agency, as the Company may consider necessary or advisable to
          provide for the orderly and equitable administration of the Plan.








                                      -8-
<PAGE>

                                   ARTICLE III

                               SERVICE PROVISIONS
                               ------------------

     Sec. 3.1 Employment Commencement Date. "Employment Commencement Date" means
the date on which an employee first performs an Hour of Service for the Company,
an Affiliate, or a Predecessor Employer. For eligibility service purposes, the
date on which an employee first performs an Hour of Service after a 1-Year Break
in Service is also an "Employment Commencement Date".

     Sec. 3.2 Termination of Employment. The "Termination of Employment" of an
employee for purposes of the Plan shall be deemed to occur upon resignation,
discharge, retirement, death, failure to return to active work at the end of an
authorized leave of absence or the authorized extension or extensions thereof,
failure to return to work when duly called following a temporary layoff, or upon
the happening of any other event or circumstance which, under the policy of the
Company, an Affiliate, or a Predecessor Employer as in effect from time to time,
results in the termination of the employer-employee relationship; provided,
however, that a Termination of Employment shall not be deemed to occur upon a
transfer between any combination of the Company, Affiliates, and Predecessor
Employers. Notwithstanding the foregoing, a Termination of Employment shall be
deemed not to have occurred for purposes of entitling a Participant to
distributions from his or her 401-K Account or Special Profit Sharing Account if
the Participant has not incurred a "separation from service" or "disability" as
defined in applicable regulations, except as provided in Sec. 10.12.

     Sec. 3.3 Recognized Break in Service. A "Recognized Break in Service" is a
period of at least 12 consecutive months duration which begins on the day on
which an individual's Termination of Employment occurs. A Recognized Break in
Service ends, if ever, on the day on which the individual again performs an Hour
of Service for the Company, an Affiliate or a Predecessor Employer.

     (a)  If an individual is absent from work for maternity or paternity
          reasons, and the absence began on or after the first day of the first
          Plan Year commencing in 1985, the 12-month period beginning with the
          first day of such absence shall not be included in a Recognized Break
          In Service.

     (b)  For purposes of subsection (a), an absence from work for maternity or
          paternity reasons means an absence (i) by reason of the pregnancy of
          the individual, (ii) by reason of the birth of a child of the
          individual, (iii) by reason of the placement of a child with the
          individual in connection with the adoption of such child by such
          individual, or (iv) for purposes of caring for such child for a period
          beginning immediately following such birth or placement.

     Sec. 3.4 Elapsed Time. An individual's "Elapsed Time" is equal to the
aggregate time elapsed between his or her Employment Commencement Date and his
or her most recent Termination of Employment or any other date as of which a
determination of Elapsed Time is to be made, expressed in years and days,
reduced as follows:

     (a)  All Recognized Breaks in Service shall be subtracted. Any periods that
          would have been included in a Recognized Break In Service if Sec.
          3.3(a) did not apply shall also be subtracted.

                                      -9-
<PAGE>

     (b)  If a nonvested individual has had a Recognized Break in Service equal
          to or longer than his or her Elapsed Time prior to such break, all
          Elapsed Time prior to such Recognized Break in Service shall be
          disregarded, subject to the following:

          (1)  Commencing on the first day of the first Plan Year beginning in
               1985, the preceding sentence shall not apply unless the
               Participant incurs a Recognized Break In Service of at least 60
               months duration; provided, however, that if as of the last day of
               the previous Plan Year, any service prior to a Recognized Break
               In Service would not have been required to be taken into account,
               such service shall not be required to be taken into account by
               reason of this sentence.

          (2)  The individual's Elapsed Time prior to a Recognized Break In
               Service shall not include any Elapsed Time disregarded under this
               section because of any previous Recognized Break In Service.

          (3)  For purposes of this subsection, a "nonvested individual" is an
               individual who has no vested right to an accrued benefit under
               the Plan derived from employer contributions (including Salary
               Reduction Contributions).

For purposes of converting days into years, 365 days constitute one year.

     Sec. 3.5 Hours of Service. "Hours of Service" are determined according to
the following subsections with respect to each applicable computation period.
The Company may round up the number of Hours of Service at the end of each
computation period or more frequently as long as a uniform practice is followed
with respect to all employees determined by the Company to be similarly situated
for compensation, payroll, and recordkeeping purposes.

     (a)  Hours of Service are computed only with respect to service with the
          Company, Affiliates, and Predecessor Employers and are aggregated for
          service with all such employers.

     (b)  For any portion of a computation period during which a record of hours
          is maintained for an employee, Hours of Service shall be credited as
          follows:

          (1)  Each hour for which the employee is paid, or entitled to payment,
               for the performance of duties for his or her employer during the
               applicable computation period is an Hour of Service.

          (2)  Each hour for which the employee is paid, or entitled to payment,
               by his or her employer on account of a period of time during
               which no duties are performed (irrespective of whether the
               employment relationship has terminated) due to vacation, holiday,
               illness, incapacity (including disability), layoff, jury duty,
               military duty, or leave of absence, is an Hour of Service. No
               more than 501 Hours of Service shall be credited under this
               paragraph for any single continuous period (whether or not such
               period occurs in a single computation period). Hours of Service
               shall not be credited under this paragraph with respect to
               payments under a plan maintained solely for the purpose of
               complying with applicable workers' compensation, unemployment
               compensation, or disability insurance laws or with respect to a
               payment which solely reimburses the individual for medical or
               medically related expenses incurred by the employee.

                                      -10-
<PAGE>

          (3)  Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the employer is an
               Hour of Service. Such Hours of Service shall be credited to the
               computation period or periods to which the award or agreement for
               back pay pertains, rather than to the computation period in which
               the award, agreement, or payment is made. Crediting of Hours of
               Service for back pay awarded or agreed to with respect to periods
               described in paragraph (2) shall be subject to the limitations
               set forth therein.

          (4)  Hours under this subsection shall be calculated and credited
               pursuant to section 2530.200b-2 of the Department of Labor
               Regulations, which are incorporated herein by this reference.

          (5)  The Company may use any records to determine Hours of Service
               which it considers an accurate reflection of the actual facts.
               However, for purposes of determining Hours of Service completed
               prior to the first day of the first Plan Year beginning in 1976,
               the Company may use whatever records may be reasonably accessible
               to it and may make whatever calculations are necessary to
               determine the approximate number of Hours of Service completed
               during such prior period or periods; and if accessible records
               are insufficient to make such approximation for a particular
               employee or group of employees, the Company may make a reasonable
               estimate of the Hours of Service completed by such employee or
               employees during the particular period.

     (c)  For any portion of a computation period during which an employee is
          within a classification for which a record of hours for the
          performance of duties is not maintained, the employee shall be
          credited with 190 Hours of Service for each month for which he or she
          would otherwise be credited with at least one Hour of Service under
          subsection (b).

     (d)  Nothing in this section shall be construed as denying an employee
          credit for an Hour of Service if credit is required by any federal law
          other than ERISA. The nature and extent of such credit shall be
          determined under such other law.

     (e)  In no event shall duplicate credit as an Hour of Service be given for
          the same hour.

     (f)  This subsection shall apply to an individual who has service as (i)
          either a common law employee or a Leased Employee of (ii) either the
          Company or an Affiliate. For purposes of determining Hours of Service,
          such an individual shall be considered an employee of the Company or
          Affiliate during any period he or she would have been a Leased
          Employee of the Company or Affiliate but for the requirement that he
          or she must have performed services for the Company or Affiliate on a
          substantially full-time basis for a period of at least one year.

     Sec. 3.6 Eligibility Computation Period. An employee's first Eligibility
Computation Period is the 12-consecutive-month period beginning on his or her
Employment Commencement Date. The second Eligibility Computation Period is the
Plan Year commencing in said 12-consecutive-month period. Each subsequent Plan
Year prior to the end of the Plan Year in which the employee has a 1-Year Break
In Service is an Eligibility Computation Period. If subsequent to a 1-Year Break
In Service the employee has another Employment Commencement Date, Eligibility
Computation Periods for the period beginning on such date shall be computed as
though such date were the employee's first Employment

                                      -11-
<PAGE>

Commencement Date. For purposes of applying this section, the Plan Year that
began on October 1, 1996 shall be deemed to end on September 30, 1997.

     Sec. 3.7 Year of Eligibility Service. Effective April 1, 1992, a "Year of
Eligibility Service" is an Eligibility Computation Period in which an employee
has at least 1000 Hours of Service, subject to the following:

     (a)  For purposes of determining Years of Eligibility Service as of April
          1, 1992, an employee shall receive credit for the number of years of
          service equal to the number of whole years of Elapsed Time credited to
          the employee as of April 1, 1992, and the employee shall receive
          credit, in the Eligibility Computation Period which includes April 1,
          1992, for the number of Hours of Service determined by applying the
          rule set forth in Sec. 3.5(c) to any fractional part of a year
          credited to the employee under Sec. 3.4 as of April 1, 1992.

     (b)  If a nonvested employee has a 1-Year Break In Service, Years of
          Eligibility Service prior to such break shall not be recognized for
          purposes of the Plan if the number of the employee's consecutive
          1-Year Breaks In Service equals or exceeds the aggregate number of
          Years of Eligibility Service before the break, subject to the
          following:

          (1)  Commencing the first day of the first Plan Year beginning in
               1985, the preceding sentence shall not apply unless the employee
               has a minimum of five consecutive 1-Year Breaks In Service;
               provided, however, that if as of the last day of the previous
               Plan Year, any service prior to a 1-Year Break In Service would
               not have been required to be taken into account, such service
               shall not be required to be taken into account by reason of this
               sentence.

          (2)  If any Years of Eligibility Service are not required to be taken
               into account by reason of a break-in-service period to which this
               subsection applies, such Years of Eligibility Service shall not
               be taken into account in applying this subsection to a subsequent
               break-in-service period.

          (3)  For purposes of this subsection, a "nonvested employee" is an
               individual who has no vested right to an accrued benefit under
               the Plan derived from employer contributions (including Salary
               Reduction Contributions).

     Sec. 3.8 1-Year Break In Service. "1-Year Break In Service" means a Plan
Year in which the employee has 500 or fewer Hours of Service. The 1-Year Break
In Service shall be recognized as such on the last day of such Plan Year.

     (a)  Notwithstanding the provisions of Sec. 3.5, for purposes of
          determining whether a 1-Year Break In Service has occurred with
          respect to a Plan Year beginning after 1984, an individual who is
          absent from work for maternity or paternity reasons shall receive
          credit for the Hours of Service which would otherwise have been
          credited to such individual but for such absence, or in any case in
          which such hours cannot be determined, 8 Hours of Service per day of
          such absence; provided, however, that the total number of Hours of
          Service recognized under this subsection shall not exceed 501 hours.
          The Hours of Service credited under this subsection shall be credited
          in the Plan Year in which the absence begins if the crediting is
          necessary to prevent a 1-Year Break In Service in that Plan Year or,
          in all other cases, in the following Plan Year.

                                      -12-
<PAGE>

     (b)  For purposes of subsection (a), an absence from work for maternity or
          paternity reasons means an absence that started during a Plan Year
          beginning after 1984 (i) by reason of the pregnancy of the individual,
          (ii) by reason of the birth of a child of the individual, (iii) by
          reason of the placement of a child with the individual in connection
          with the adoption of such child by such individual, or (iv) for
          purposes of caring for such child for a period beginning immediately
          following such birth or placement.

     (c)  The short Plan Years from July 1, 1989 to September 30, 1989 and from
          October 1, 1996 to December 31, 1996 shall be disregarded for purposes
          of applying this section.

     Sec. 3.9 Periods of Military Service. Notwithstanding any provision of this
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code section
414(u). This section is effective December 12, 1994.


                                      -13-
<PAGE>

                                   ARTICLE IV

                               PLAN PARTICIPATION
                               ------------------

     Sec. 4.1 Entry Date. Effective October 1, 1996, "Entry Date" means the
first day of each calendar month.

     Sec. 4.2 Eligibility for Participation. Eligibility to participate in the
Plan shall be determined as follows:

     (a)  Each person who was a Participant in the Plan on September 30, 1996
          shall be a Participant on October 1, 1996. On and after October 1,
          1996, an individual shall become a Participant on the earliest Entry
          Date on which he or she is a Qualified Employee and satisfies either
          of the following requirements:

          (1) The individual has completed at least 6 months of continuous
          employment with the Company and is regularly scheduled to work at
          least 30 hours per week.

          (2) The individual is credited with one year of Eligibility Service in
          an Eligibility Computation Period that ended prior to the Entry Date.

     (b)  If a former Participant is reemployed as a Qualified Employee, the
          individual will become a Participant again on the date of rehire.

     (c)  If a former employee who was not previously a Participant is
          reemployed as a Qualified Employee, and if the employee is credited
          with at least one Year of Eligibility Service during Eligibility
          Computation Periods ending prior to the immediately preceding Entry
          Date, the employee will become a Participant on the date of rehire.

     (d)  If an employee of the Company or an Affiliate who is neither a
          Participant nor a Qualified Employee is transferred to a position in
          which he or she is a Qualified Employee, and if the employee is
          credited with at least one Year of Eligibility Service during
          Eligibility Computation Periods ending prior to the Entry Date
          preceding the transfer, the employee shall become a Participant on the
          date of the transfer.

     Sec. 4.3 Duration of Participation. A Participant shall continue to be such
until the later of:

     (a)  The Participant's Termination of Employment.

     (b)  The date all benefits, if any, to which the Participant is entitled
          hereunder have been distributed from the Fund.

     Sec. 4.4 No Guarantee of Employment. Participation in the Plan does not
constitute a guarantee or contract of employment with the Company. Such
participation shall in no way interfere with any rights the Company would have
in the absence of such participation to determine the duration of an employee's
employment.


                                      -14-
<PAGE>

                                    ARTICLE V

                                  CONTRIBUTIONS
                                  -------------

     Sec. 5.1 Salary Reduction Contributions. Each Active Participant may elect
to have the Company make Salary Reduction Contributions on his or her behalf,
subject to the following:

     (a)  The Participant may elect to have his or her current earnings reduced
          by any whole percent the Participant may designate, but not exceeding
          15 percent of Certified Earnings. This election may only be made
          pursuant to a salary reduction agreement. The agreement shall be in
          such form and executed subject to such rules as the Company may
          prescribe. Each election shall apply only to earnings which become
          payable after the election is filed with the Company or its designated
          agent. Each election shall continue in effect until a new election is
          filed pursuant to this section.

     (b)  The Company will make a Salary Reduction Contribution with respect to
          each Participant in its employ who elects to have earnings for that
          period reduced pursuant to this section. The amount of the
          contribution will be equal to the amount by which the Participant's
          earnings were reduced.

     (c)  Commencing December 1, 1996, the salary reduction agreement may be
          effective as of the date on which the employee becomes a Participant
          or as of any subsequent payroll date. Initial elections to contribute
          under this subsection shall be filed with the Company or its
          designated agent, and shall be filed at least 10 days prior to the
          date contributions are to begin.

     (d)  Commencing December 1, 1996, an Active Participant may amend his or
          her salary reduction agreement to increase or decrease the
          contribution rate, or to discontinue making Salary Reduction
          Contributions or resume such contributions, effective as of any
          payroll date.

     (e)  Elections under subsection (d) shall be made by contacting the voice
          response system designated by the Company, and shall be made in
          accordance with any rules that may be established from time to time by
          the Company or the entity maintaining the system. Each election shall
          take effect within a reasonable period of time after it has been
          received by the voice response system, as determined by the Company or
          its agent.

     (f)  All Salary Reduction Contributions by a Participant shall cease when
          the Participant ceases to be a Qualified Employee.

     (g)  Salary Reduction Contributions by a Participant for any calendar year
          may not exceed $9,500, and shall cease at the point that limit is
          reached during the year. The limit in the previous sentence shall be
          adjusted for any cost of living increases provided for any calendar
          year after 1997 in accordance with regulations issued by the Secretary
          of the Treasury.

     (h)  Notwithstanding the foregoing provisions, if the Participant has
          received a hardship distribution from any other plan maintained by the
          Company or an Affiliate, no Salary Reduction Contributions shall be
          made to this Plan on behalf of such Participant for 12 months
          following the date on which the hardship distribution was made.
          Furthermore, the

                                      -15-
<PAGE>

          limit under subsection (g) for the calendar year following the year in
          which the hardship withdrawal is made shall be reduced by the amount
          of Salary Reduction Contributions (and any elective contributions to
          any other plan maintained by the employer) for the calendar year in
          which the hardship withdrawal was made.

     (i)  If a Participant's Salary Reduction Contributions are suspended under
          subsection (h), the Participant may elect to recommence Salary
          Reduction Contributions effective as of a payroll date following the
          end of the 12-month suspension period by filing a new election in
          accordance with subsections (d) and (e).


     Sec. 5.2 Profit Sharing Contributions. For each Plan Year the Company shall
determine whether it will make a Profit Sharing Contribution to the Fund for
such Plan Year and, if it is determined that a contribution will be made, the
amount of the contribution or the formula by which the amount of the
contribution will be calculated. Profit Sharing Contributions shall be paid to
the Funding Agency designated by the Company.

     (a)  To be eligible to share in the Profit Sharing Contributions and in any
          Forfeitures which are to be allocated as Profit Sharing Contributions
          under this section for a Plan Year, a Participant must satisfy all of
          the following requirements:

          (1)  The Participant must have been an Active Participant at some time
               during the Plan Year.

          (2)  The Participant must be credited with at least one Year of
               Eligibility Service during Eligibility Computation Periods that
               ended prior to July 1 of the Plan Year, (or that ended prior to
               October 1, 1996 in the case of the short Plan Year commencing
               October 1, 1996). An employee who does not satisfy the
               requirements of this paragraph (2) for a Plan Year shall not be a
               "Participant" for purposes of this section for that year.

          (3)  The Participant must be employed by the Company or an Affiliate
               on the last day of the Plan Year (disregarding for this purpose
               any period of vacation preceding the Participant's Termination of
               Employment). An employee who resigns during a Plan Year will not
               be eligible for that year regardless of the effective date of the
               resignation.

          (4)  The Participant must have been credited with 1,000 or more Hours
               of Service during the Plan Year. Notwithstanding the previous
               sentence, for the Plan Year from October 1, to December 31, 1996,
               the Participant must have been credited with 1,000 or more Hours
               of Service during 1996.

     (b)  Profit Sharing Contributions and Forfeitures for a Plan Year shall be
          allocated in the proportion that the Certified Earnings of each
          eligible Participant for the Plan Year bears to the Certified Earnings
          of all eligible Participants for that year. Forfeitures for a Plan
          Year shall be applied as a credit against the Company's Profit Sharing
          Contributions for that Plan Year and shall be allocated as a part of
          the Profit Sharing Contribution.

     (c)  The Company may designate that part or all of the Profit Sharing
          Contribution under this section for a Plan Year shall be classified as
          a Special Profit Sharing Contribution which may be used to satisfy the
          requirements of Sec. 5.3(c) for that Plan Year. The Company shall

                                      -16-
<PAGE>

          designate whether the Special Profit Sharing Contribution will be
          allocated among all those Participants who satisfy the requirements of
          subsection (a), or only among the Non-Highly Compensated Employees who
          satisfy those requirements. A Special Profit Sharing Contribution
          shall be allocated in proportion to the Certified Earnings of the
          eligible Participants. Notwithstanding any provisions of the Plan to
          the contrary, any contributions that are classified as Special Profit
          Sharing Contributions shall be placed in a separate Account as
          provided in Sec. 7.1 and shall be 100% vested and nonforfeitable when
          made.

     (d)  Any portion of the Profit Sharing Contribution for a Plan Year (and
          Forfeitures which are credited against such Contribution) which is not
          designated pursuant to subsection (c) as a Special Profit Sharing
          Contribution shall be the Employer Profit Sharing Contribution for the
          Plan Year.

     Sec. 5.3 Adjustment of Contributions Required by Code Section 401(k). If
necessary to satisfy the requirements of Code section 401(k), Salary Reduction
Contributions shall be adjusted in accordance with the following:

     (a)  Each Plan Year, the "deferral percentage" will be calculated for each
          Active Participant. Each Participant's deferral percentage is
          calculated by dividing the amount referred to in paragraph (1) by the
          amount referred to in paragraph (2):

          (1)  The total Salary Reduction Contributions (including Excess
               Deferrals of Highly Compensated Employees distributed under Sec.
               5.4 but excluding Excess Deferrals of Non-Highly Compensated
               Employees that arise solely from contributions made under plans
               of the Company or Affiliates), if any, allocated to the
               Participant's Accounts with respect to the Plan Year. The Company
               may also elect to include all or part of the Special Profit
               Sharing Contributions to be allocated to the Participant's
               Accounts with respect to that Plan Year, provided that the
               provisions of Treasury Regulation Section 1.401(k)-1(b) are
               satisfied.

          (2)  The Participant's Compensation with respect to the Plan Year. For
               purposes of this section, a Participant's "Compensation" for the
               Plan Year means compensation determined according to a definition
               selected by the Company for that year which satisfies the
               requirements of Code section 414(s). The same definition of
               Compensation shall be used for all Participants for a particular
               Plan Year, but different definitions may be used for different
               Plan Years. In all events, Compensation includes the Salary
               Reduction Contributions to this Plan and any contributions made
               pursuant to a salary reduction agreement by or on behalf of the
               Participant to any other plan which meets the requirements of
               Code sections 125, 401(k), 402(h)(1)(B), or 403(b). Compensation
               shall be subject to the limit provided under Sec. 2.6(d).

     (b)  Each Plan Year, the average deferral percentage for Active
          Participants who are Highly Compensated Employees and the average
          deferral percentage for Active Participants who are Non-Highly
          Compensated Employees will be calculated. In each case, the average is
          the average of the percentages calculated under subsection (a) for
          each of the employees in the particular group. The deferral percentage
          for each Participant and the average deferral percentage for a
          particular group of employees shall be calculated to the nearest
          one-hundredth of one percent. For Plan Years commencing after 1996,
          the average deferral percentage for Active Participants who are
          Non-Highly Compensated Employees that is used

                                      -17-
<PAGE>

          in applying this section for a particular Plan Year shall be the
          percentage determined for the preceding Plan Year, unless the Company
          elects to use the percentage for the current Plan Year in accordance
          with applicable regulations. If an election is made under the previous
          sentence to use the percentage for the current Plan Year, it may not
          be changed for later Plan Years except as provided in applicable
          regulations (subject to the transition rule for the 1997 Plan Year
          contained in IRS Notice 97-2).

     (c)  If the requirements of either paragraph (1) or (2) are satisfied, then
          no further action is needed under this section:

          (1)  The average deferral percentage for Participants who are Highly
               Compensated Employees is not more than 1.25 times the average
               deferral percentage for Participants who are Non-Highly
               Compensated Employees.

          (2)  The excess of the average deferral percentage for Participants
               who are Highly Compensated Employees over the average deferral
               percentage for Participants who are Non-Highly Compensated
               Employees is not more than two percentage points, and the average
               deferral percentage for such Highly Compensated Employees is not
               more than 2 times the average deferral percentage for such
               Non-Highly Compensated Employees.

     (d)  If neither of the requirements of subsection (c) is satisfied, then
          the Salary Reduction Contributions with respect to Highly Compensated
          Employees shall be reduced, beginning with the contributions
          representing the greatest dollar amount per Participant, to the extent
          necessary to make the aggregate dollar amount of such reductions equal
          to the amount by which the Salary Reduction Contributions (prior to
          such reduction) had exceeded the requirements of subsection (c)(1) or
          (c)(2), whichever is less. Such reduction shall be made in accordance
          with the methodology prescribed at such time by the Internal Revenue
          Service under IRS Notice 97-2 or other applicable notices or Treasury
          regulations.

     (e)  At any time during the Plan Year, the Company may make an estimate of
          the amount of Salary Reduction Contributions by Highly Compensated
          Employees that will be permitted under this section for the year and
          may reduce the percent specified in Sec. 5.1(a) for such Participants
          to the extent the Company determines in its sole discretion to be
          necessary to satisfy at least one of the requirements in subsection
          (c).

     (f)  If Salary Reduction Contributions with respect to a Highly Compensated
          Employee are reduced pursuant to subsection (d), the Excess Salary
          Reduction Contributions shall be distributed, subject to the
          following:

          (1)  For purposes of this subsection, "Excess Salary Reduction
               Contributions" mean the amount by which Salary Reduction
               Contributions for Highly Compensated Employees have been reduced
               under subsection (d).

          (2)  Excess Salary Reduction Contributions (adjusted for income or
               losses allocable thereto as specified in paragraph (3), if any)
               shall be distributed to Participants on whose behalf such excess
               contributions were made for the Plan Year no later than the last
               day of the following Plan Year. Furthermore, the Company shall
               attempt to distribute such amount by the 15th day of the third
               month following the Plan Year for which the

                                      -18-
<PAGE>

               excess contributions were made to avoid the imposition on the
               Company of an excise tax under Code section 4979.

          (3)  Income or losses allocable to Excess Salary Reduction
               Contributions for the Plan Year shall be determined by
               multiplying the amount of income or loss for the Plan Year which
               is allocable to the Participant's Salary Reduction Contributions
               (and to other amounts credited to the Participant that the
               Company elects to include under subsection (a)(1)) by a fraction.
               The numerator of the fraction is the Participant's Excess Salary
               Reduction Contributions for the Plan Year. The denominator of the
               fraction is the total balance in the Participant's Accounts
               attributable to Salary Reduction Contributions (and to other
               amounts the Company has elected to include under subsection
               (a)(1)) on the first day of the Plan Year and any other amounts
               the Company has elected to include under subsection (a)(1) for
               the Plan Year.

          (4)  The amount of Excess Salary Reduction Contributions and income or
               losses allocable thereto which would otherwise be distributed
               pursuant to this subsection shall be reduced, in accordance with
               regulations, by the amount of Excess Deferrals and income or
               losses allocable thereto previously distributed to the
               Participant pursuant to Sec. 5.4 for the calendar year ending
               with or within the Plan Year.

     (g)  The deferral percentage for any Participant who is a Highly
          Compensated Employee for the Plan Year, and who is eligible to
          participate in two or more plans with cash or deferred arrangements
          described in Code section 401(k) to which the Company or any Affiliate
          contributes, shall be determined as if all employer contributions were
          made under a single arrangement unless mandatorily disaggregated
          pursuant to regulations under Code section 401(k). This subsection
          shall be applied by treating all cash or deferred arrangements with
          Plan Years ending within the same calendar year as a single
          arrangement.

     (h)  If two or more plans which include cash or deferred arrangements are
          considered as one plan for purposes of Code section 401(a)(4) or Code
          section 410(b), the cash or deferred arrangements shall be treated as
          one for the purposes of applying the provisions of this section unless
          mandatorily disaggregated pursuant to regulations under Code section
          401(k).

     (i)  If the entire Account balance of a Highly Compensated Employee has
          been distributed during the Plan Year in which an excess arose, the
          distribution shall be deemed to have been a corrective distribution of
          the excess and income attributable thereto to the extent that a
          corrective distribution would otherwise have been required under
          subsection (f) of this section or Sec. 5.4.

     (j)  A corrective distribution of excess contributions under subsection (f)
          of this section or Excess Deferrals under Sec. 5.4 may be made without
          regard to any notice or Participant or spousal consent required under
          Article VIII or X.

     (k)  In the event of a complete termination of the Plan during the Plan
          Year in which an excess arose, any corrective distribution under
          subsection (f) of this section shall be made as soon as
          administratively feasible after the termination, but in no event later
          than 12 months after the date of termination.

                                      -19-
<PAGE>

     Sec. 5.4 Distribution of Excess Deferrals. Notwithstanding any other
provisions of the Plan, Excess Deferrals for a calendar year and income or
losses allocable thereto shall be distributed no later than the following April
15 to Participants who claim such Excess Deferrals, subject to the following:

     (a)  For purposes of this section, "Excess Deferrals" means the amount of
          Salary Reduction Contributions for a calendar year that the
          Participant claims pursuant to the procedure set forth in subsection
          (b) because the total amount deferred for the calendar year exceeds
          $9,500 for 1997 (indexed for inflation for subsequent calendar years)
          or such other limit imposed on the Participant for that year under
          Code section 402(g).

     (b)  The Participant's written claim, specifying the amount of the
          Participant's Excess Deferral for any calendar year, shall be
          submitted to the Company no later than the March 1 following such
          calendar year. The claim shall include the Participant's written
          statement that if such amounts are not distributed, such Excess
          Deferrals, when added to amounts deferred under other plans or
          arrangements described in Code section 401(k), 403(b), or 408(k),
          exceed the limit imposed on the Participant by Code section 402(g) for
          the year in which the deferral occurred. A Participant shall be deemed
          to have submitted such a claim to the extent the Participant has
          Excess Deferrals for the calendar year taking into account only
          contributions under this Plan and any other plan maintained by the
          Company or an Affiliate.

     (c)  Excess Deferrals distributed to a Participant with respect to a
          calendar year shall be adjusted to include income or losses allocable
          thereto using the same method specified for excess Salary Reduction
          Contributions under Sec. 5.3(f)(3).

     (d)  The amount of Excess Deferrals and income allocable thereto which
          would otherwise be distributed pursuant to this section shall be
          reduced, in accordance with applicable regulations, by the amount of
          excess Salary Reduction Contributions and income allocable thereto
          previously distributed to the Participant pursuant to Sec. 5.3 for the
          Plan Year beginning with or within such calendar year, and by the
          amount of any deferrals properly distributed as excess annual
          additions under Sec. 6.1.

     Sec. 5.5 Time of Contributions. Salary Reduction Contributions and Profit
Sharing Contributions for a Plan Year shall be paid to the Funding Agency no
later than the time (including extensions thereof) prescribed by law for filing
the Company's federal income tax return for the tax year in which the Plan Year
ends. Salary Reduction Contributions and any other contributions taken into
account under Sec. 5.3(a)(1) shall be paid to the Funding Agency no later than
12 months following the end of the Plan Year, if earlier. In addition, Salary
Reduction Contributions shall be paid to the Funding Agency by any earlier date
that may be specified in Treasury or Department of Labor regulations.

     Sec. 5.6 Allocations. Contributions under Sections 5.1 and 5.2 shall be
allocated to the Accounts of Participants as follows:

     (a)  Salary Reduction Contributions with respect to each Participant
          electing deferrals pursuant to Sec. 5.1 for a Plan Year shall be
          allocated to the 401-K Account of each such Participant as of the last
          day of the Plan Year.

     (b)  Profit Sharing Contributions and Special Profit Sharing Contributions
          for a Plan Year, and any Forfeitures added to such Contributions,
          shall be allocated to the Employer Profit

                                      -20-
<PAGE>

          Sharing Account or Special Profit Sharing Account, as the case may be,
          of each eligible Participant as of the last day of the Plan Year.

     (c)  Notwhithstanding the foregoing provisions of this section, allocations
          shall be reflected in Accounts as provided in Article VII. The Funding
          Agency shall treat contributions as though they had been allocated to
          the Accounts as of the Valuation Date coinciding with or following the
          date they were deposited with the Funding Agency for purposes of
          allocating investment gains and losses pursuant to Sec. 7.2 and Sec.
          7.3.

     Sec. 5.7 Limitations on Contributions. In no event shall the amount of the
contributions under this Article for any Plan Year exceed the lesser of:

     (a)  The maximum amount allowable as a deduction in computing the Company's
          taxable income for that Plan Year for federal income tax purposes.

     (b)  The aggregate amount of the contributions that may be allocated to
          Accounts of Participants under the provisions of Article VI.





                                      -21-
<PAGE>

                                   ARTICLE VI

                            LIMITATION ON ALLOCATIONS
                            -------------------------

     Sec. 6.1 Limitation on Allocations. Notwithstanding any provisions of the
Plan to the contrary, allocations to Participants under the Plan shall not
exceed the maximum amount permitted under Code section 415. For purposes of the
preceding sentence, the following rules shall apply unless otherwise provided in
Code section 415:

     (a)  The Annual Additions with respect to a Participant for any Plan Year
          shall not exceed the lesser of:

          (1)  $30,000, adjusted for each Plan Year to reflect cost of living
               increases for that Plan Year published by the Secretary of the
               Treasury.

          (2)  25% of the Compensation of such Participant for such Plan Year.

          If a Plan Year is shorter than 12 months, the dollar limitations under
          this subsection for that year shall be multiplied by a fraction, the
          numerator of which is the number of months in the short Plan Year and
          the denominator of which is 12.

     (b)  If a Participant is also a participant in one or more other defined
          contribution plans maintained by the Company or an Affiliate, and if
          the amount of employer contributions and forfeitures otherwise
          allocated to the Participant for a Plan Year must be reduced to comply
          with the limitations under Code section 415, such allocations under
          this Plan and each of such other plans shall be reduced pro rata in
          the sequence specified in subsection (c), and pro rata within each
          category within that sequence, to the extent necessary to comply with
          said limitations, except that reductions to the extent necessary shall
          be made in allocations under profit sharing plans and stock bonus
          plans before any reductions are made under money purchase plans.

     (c)  If for any Plan Year the limitation described in subsection (a) would
          otherwise be exceeded by contributions to this Plan with respect to
          any Participant (after application of subsection (b)), the
          Participant's Annual Additions shall be adjusted in the following
          sequence, but only to the extent necessary to reduce Annual Additions
          to the level permitted in subsection (a):

          (1)  The Participant's after-tax voluntary employee contributions for
               the Plan Year, if any, shall be refunded to the Participant
               during the Plan Year or as soon as reasonably possible following
               the end of the Plan Year.

          (2)  The Participant's Salary Reduction Contributions for the Plan
               Year, if any, shall be reduced, and that amount shall be refunded
               to the Participant.

          (3)  If, after the adjustments in paragraphs (1) and (2) there is an
               excess amount with respect to a Participant for a Plan Year, such
               excess amount shall be held unallocated in a suspense account.
               The suspense account will be applied to reduce future employer
               contributions for all Participants in the current Plan Year, the
               next Plan Year, and in each succeeding Plan Year, if necessary.
               The suspense account will participate in the

                                      -22-
<PAGE>

               allocation of the investment gains and losses of the Fund and the
               value of such account will be considered in valuing other
               Accounts under the Plan.

          (4)  Any amounts refunded under paragraphs (1) or (2) shall be
               disregarded for purposes of applying the limits under Sec. 5.3
               and Sec. 5.4.

     (d)  If the Participant is also a participant in one or more defined
          benefit plans maintained by the Company or an Affiliate, the sum of
          the Participant's defined benefit plan fraction and defined
          contribution plan fraction, determined according to Code section
          415(e), for any Plan Year may not exceed 1.0. If the sum of a
          Participant's defined benefit fraction and defined contribution
          fraction would otherwise exceed 1.0 for any Plan Year, the benefits
          provided under the defined benefit plan or plans shall be reduced to
          the extent necessary to reduce the sum of the fractions to 1.0. For
          purposes of this subsection, Annual Additions for Plan Years beginning
          before 1987 shall not be recomputed to treat all employee
          contributions as Annual Additions, and the defined contribution plan
          fraction shall be adjusted as provided in Section 1106(i) of the Tax
          Reform Act of 1986. This subsection (d) shall cease to apply effective
          January 1, 2000.

     (e)  For purposes of this section, "Annual Additions" means the sum of the
          following amounts allocated to a Participant for a Plan Year under
          this Plan and all other defined contribution plans maintained by the
          Company or an Affiliate in which he or she participates:

          (1)  Employer contributions, including Salary Reduction Contributions
               made under this Plan. Excess Salary Reduction Contributions which
               are distributed under the provisions of Article V are included in
               Annual Additions, but Excess Deferrals which are distributed
               under Sec. 5.4 are not included in Annual Additions.

          (2)  Forfeitures, if any.

          (3)  Voluntary non-deductible contributions, if any.

          (4)  Amounts attributable to medical benefits as described in Code
               sections 415(1)(2) and 419A(d)(2).

          An Annual Addition with respect to a Participant's Accounts shall be
          deemed credited thereto with respect to a Plan Year if it is allocated
          to the Participant's Accounts under the terms of the Plan as of any
          date within such Plan Year.

     (f)  For purposes of this section, "Compensation" means an employee's
          earned income, wages, salaries, fees for professional services and
          other amounts received (without regard to whether or not an amount is
          paid in cash) for personal services actually rendered in the course of
          employment with the Company and Affiliates to the extent that the
          amounts are includable in gross income (including, but not limited to,
          commissions, compensation for services on the basis of a percentage of
          profits, tips, bonuses, fringe benefits, and reimbursements or other
          expense allowances under a nonaccountable plan described in Treasury
          Regulation Section 1.62-2(c)), subject to the following:

          (1)  Compensation excludes the Salary Reduction Contributions to this
               Plan, any elective salary reduction contributions to any other
               plan which are not includable in the gross

                                      -23-
<PAGE>

               income of the employee under Code sections 125, 401(k),
               402(h)(1)(B) or 403(b), any other employer contributions to a
               plan of deferred compensation which are not includible in the
               employee's gross income for the taxable year in which
               contributed, any distributions from a plan of deferred
               compensation, and any other amounts which receive special tax
               benefits. However, any amounts received by an employee pursuant
               to an unfunded non-qualified plan of deferred compensation may be
               considered as Compensation in the year such amounts are
               includible in the employee's gross income. Notwithstanding the
               foregoing, for Plan Years commencing on or after January 1, 1998,
               Compensation includes the Salary Reduction Contributions to this
               Plan and any other elective deferrals which are not includible in
               the gross income of the employee under Code sections 125, 401(k),
               402(h)(1)(B), 403(b) or 457.

          (2)  Compensation excludes amounts realized from the exercise of a
               non-qualified stock option, or when restricted stock (or
               property) either becomes transferable or is no longer subject to
               a substantial risk of forfeiture.




                                      -24-
<PAGE>

                                   ARTICLE VII

                               INDIVIDUAL ACCOUNTS
                               -------------------

     Sec. 7.1 Accounts for Participants. The following Accounts may be
established under the Plan for a Participant:

     (a)  A 401-K Account and an Employer Profit Sharing Account shall be
          established for each Participant who makes or receives contributions
          allocable to such an Account, or who made or received contributions
          allocated to that type of Account under a Merged Plan.

     (b)  A Special Profit Sharing Account shall be established for each
          Participant who receives a Special Profit Sharing Contribution under
          Sec. 5.2(c).

     (c)  A Forfeiture Account shall be established for each Participant whose
          Termination of Employment occurs under circumstances such that at that
          time the Participant has not become 100% vested in his or her Employer
          Profit Sharing Account.

     (d)  A Rollover Account shall be established for each Participant who makes
          a Rollover Contribution, as provided by Sec. 7.5, or who made such a
          contribution under a Merged Plan.

More than one of any of the above types of Accounts may be established if
required by the Plan or if considered advisable by the Company in the
administration of the Plan. Except as expressly provided herein to the contrary,
the Fund shall be held and invested on a commingled basis, Accounts shall be for
bookkeeping purposes only, and the establishment of Accounts shall not require
any segregation of Fund assets.

     Sec. 7.2 Valuation Procedure. As of each Valuation Date, the value of each
Account shall be adjusted to reflect the effect of distributions, transfers,
withdrawals, income, realized and unrealized profit and losses, contributions,
and all other transactions with respect to the Fund since the next preceding
Valuation Date, as follows:

     (a)  The value of each Account determined in accordance with this section
          as of the preceding Valuation Date (and adjusted as provided in
          subsection (c) below) shall be adjusted to reflect any investment
          gains, losses or expenses credited to or charged against the Account
          by the Funding Agency pursuant to Sec. 7.3.

     (b)  There shall be added to the adjusted value of each Account the amount
          of any contributions made pursuant to Article V during the period
          subsequent to the preceding Valuation Date and ending on the current
          Valuation Date.

     (c)  From the value of each Account determined as of the next preceding
          Valuation Date, there shall be deducted the amount of all
          distributions and withdrawals, if any, made from the Account since the
          preceding Valuation Date.

If a Participant's Termination of Employment (or any other event) occurred after
the preceding Valuation Date and on or before the current Valuation Date, and if
the Participant was not 100% vested in his or her Employer Profit Sharing
Account, the value of such Account as determined above shall be adjusted by

                                      -25-
<PAGE>

deducting the percentage of such Account not so vested and crediting them to the
Participant's Forfeiture Account.

     Sec. 7.3 Investment of Accounts. Each Participant shall direct the
investment of his or her Accounts, subject to the following:

     (a)  The Company shall determine the class or classes of investments which
          will be made available as investment options under this Plan from time
          to time. The Company may in its sole discretion add additional options
          or delete existing options at any time.

     (b)  All investment directions shall be filed with the Company, or with
          such agent or agents as may be designated from time to time by the
          Company for this purpose. Each investment direction shall remain in
          effect until a new investment direction is filed by the Participant.
          Commencing December 13, 1996, a Participant may change the investment
          of existing Account balances and future contributions at any time by
          contacting a voice response system designated by the Company in
          accordance with procedures established from time to time by the
          Company or the entity maintaining the system. Each investment
          direction shall be implemented within a responsible period of time
          after the direction is received by the voice response system. All
          investment designations must be in whole percentages for any
          investment option.

     (c)  All investment directions by a Participant shall be complete as to the
          terms of the investment transaction. The Participant shall provide
          investment directions for both the investment of existing Account
          balances and the investment of future contributions on behalf of the
          Participant, but may provide separate directions for each. No Funding
          Agency shall have any obligation whatsoever to invest or manage any
          assets held in a Participant's Accounts, its sole duty being to follow
          within a reasonable period of time all proper directions of the
          Participant which are made in accordance with the Plan and which are
          not contrary to ERISA. The Plan is intended to satisfy the
          requirements of Section 404(c)(1) of ERISA regarding control by the
          Participant or Beneficiary over the assets in his or her Accounts. If
          a Participant fails to provide directions as to the investment of any
          cash held in his or her Accounts, the Company may in its sole
          discretion designate an investment vehicle to be used to hold such
          funds.

     (d)  All earnings and losses on the investments held for each of the
          Participant's Accounts shall be credited directly to such Account, and
          the Account shall be charged with all expenses attributable to such
          investments. The Funding Agency may also charge to each such Account
          such portion of the general expenses of the Plan or the Fund as the
          Funding Agency determines in its sole discretion to be reasonable.

     (e)  Following the death of the Participant, each of his or her
          Beneficiaries shall have the right to direct the investment of the
          portion of the Participant's Accounts held on behalf of the
          Beneficiary, subject to the same terms and conditions as applied to
          the Participant prior to death.

     (f)  The Funding Agency shall at all times retain title to all assets held
          for Accounts, and shall have the voting power with respect to all
          stock or other securities held for Accounts.

                                      -26-
<PAGE>

     (g)  All investment directions shall be in accordance with such rules and
          regulations as the Company or the Funding Agency may establish from
          time to time for this purpose.

     (h)  Each Account shall be valued by the Funding Agency at fair market
          value as of each Valuation Date and at such other times as may be
          necessary for the proper administration of the Plan. If fair market
          value of an asset is not available, it shall be deemed to be fair
          value as determined in good faith by the Company or other Named
          Fiduciary assigned such function, or if such asset is held in trust
          and the trust agreement so provides, as determined in good faith by
          the trustee. If any portion of the fund is invested in a contract
          issued by an insurance company, of a type sometimes referred to as a
          "guaranteed income contract", under which the insurance company pays a
          guaranteed minimum rate of interest for a stated period of time, and
          if no event has occurred that will result in repayment of principal at
          a discounted value, the fair market value of the contract shall be
          deemed to be its book value.

     Sec. 7.4 Participant Statements. Each Plan Year the Company may cause each
Participant to be provided with a statement of Account balances as of the end of
the immediately preceding Plan Year. Statements may be provided at more frequent
intervals as determined by the Company.

     Sec. 7.5 Rollover Accounts. At the request of a Qualified Employee and with
the consent of the Company, the Plan may accept a transfer to the Fund of a cash
amount that constitutes a Rollover Contribution. The Company shall grant such
consent in its sole discretion and only if it is certain that the amount to be
transferred will constitute a proper Rollover Contribution. Notwithstanding any
provisions of the Plan to the contrary, the following shall apply with respect
to a Rollover Contribution:

     (a)  A Rollover Account shall be established for each employee who makes a
          Rollover Contribution. From the date the assets of the Rollover
          Contribution are transferred to the Fund through the first Valuation
          Date following such transfer, the Rollover Account shall be valued at
          the fair market value of said assets on the date of such transfer.

     (b)  A Rollover Account shall be treated in all respects the same as an
          Employer Profit Sharing Account except as provided in (a) above or in
          Sec. 9.4, and any references in the Plan to an Employer Profit Sharing
          Account shall apply equally to a Rollover Account, except that no
          employer or employee contributions or Forfeitures shall ever be added
          to a Rollover Account, and in the event of the employee's Termination
          of Employment entitling him or her to a benefit under Sec. 9.2, the
          vested percentage in the Rollover Account shall be 100%. Contributions
          to a Rollover Account will be disregarded for purposes of Articles V
          and VI.

     (c)  The employee shall be treated the same as a Participant hereunder from
          the time of the transfer, but shall not actually be a Participant and
          shall not be eligible to receive an allocation of employer
          contributions or Forfeitures until he or she has satisfied the
          requirements of Article IV.

     (d)  For purposes of this section, "Rollover Contribution" means a
          contribution of an amount which may be rolled over to this Plan
          pursuant to Code section 401(a)(31), 402(c), 403(a)(4), 408(d)(3), or
          any other provision of the Code which may permit rollovers to this
          Plan from time to time.

     Sec. 7.6 Voting of WICOR Stock. A Participant may direct the voting at each
annual meeting and at each special meeting of stockholders of WICOR, Inc. of
that number of whole shares of

                                      -27-
<PAGE>

WICOR Stock attributable to the Participant's balance in the WICOR Stock Fund
held as an investment option under Sec. 7.3 as of the Valuation Date preceding
the record date for such meeting. Each such Participant will be provided with
copies of any pertinent material together with a request for the Participant's
confidential instructions as to how such shares are to be voted. The Company
shall direct the Funding Agency to vote such shares in accordance with such
instructions. Any shares of WICOR Stock allocated to Participant Accounts for
which the Company has not received, or is not subject to receiving, such voting
instructions, shall not be voted.

     Sec. 7.7 Tender Offers. In the event that WICOR Stock becomes the subject
of a tender offer, each Participant shall have the sole and exclusive right to
decide whether to direct the Funding Agency to tender up to the number of whole
and fractional shares of WICOR Stock attributable to his or her balance in the
WICOR Stock Fund as of the Valuation Date preceding the date of the tender
offer. Each Participant shall have the right, to the extent the terms of the
tender offer so permit, to direct the withdrawal of such shares from tender. A
Participant shall not be limited as to the number of instructions to tender or
to withdraw from same which he or she can give, provided, however, that the
Participant shall not have the right to give such instructions outside a
reasonable time period established by the Funding Agency. Said reasonable time
period shall be based on the ability of the Funding Agency to comply with the
offer. Each such Participant will be provided, by the Company, within a
reasonable time of the commencement of a tender offer, copies of any pertinent
material supplied by the tender offeror or WICOR, Inc., together with a request
for the Participant's instructions pertaining to tender of the applicable
shares. Such written material shall include:

     (a)  The offer to purchase as distributed by the offeror to the
          shareholders of WICOR, Inc.

     (b)  A statement of the shares representing his or her interest in the
          WICOR Stock Fund as of the most recent information available to the
          Company.

     (c)  Directions as to the means by which a Participant can give
          instructions with respect to the tender.

The Funding Agency shall aggregate numbers representing Participants'
instructions and shall tender such shares in accordance with such instructions.
Any shares of WICOR Stock allocated to a Participant for which the Company has
not received such tender offer instructions shall not be tendered. The proceeds
of any shares of WICOR Stock tendered in accordance with this section which are
purchased and paid for by the tender offeror shall be credited to the investment
fund or funds elected by the Participant pursuant to rules established by the
Company. In the event all shares of WICOR Stock tendered by Participants are not
purchased pursuant to the tender offer, the Company is authorized to allocate
the proceeds of the whole and fractional shares purchased from all such
Participants pro-rata, based upon the aggregate shares tendered by each
Participant.



                                      -28-
<PAGE>

                                  ARTICLE VIII

                           DESIGNATION OF BENEFICIARY
                           --------------------------

     Sec. 8.1 Persons Eligible to Designate. Any Participant may designate a
Beneficiary to receive any amount payable from the Fund as a result of the
Participant's death, provided that the Beneficiary survives the Participant. The
Beneficiary may be one or more persons, natural or otherwise. By way of
illustration, but not by way of limitation, the Beneficiary may be an
individual, trustee, executor, or administrator. A Participant may also change
or revoke a designation previously made, without the consent of any Beneficiary
named therein.

     Sec. 8.2 Special Requirements for Married Participants. Notwithstanding the
provisions of Sec. 8.1, if a Participant is married at the time of his or her
death, the Beneficiary shall be the Participant's spouse unless the spouse has
consented in writing to the designation of a different Beneficiary, the spouse's
consent acknowledges the effect of such designation, and the spouse's consent is
witnessed by a representative of the Plan or a notary public. Such consent shall
be deemed to have been obtained if it is established to the satisfaction of the
Company that such consent cannot be obtained because there is no spouse, because
the spouse cannot be located, or because of such other circumstances as may be
prescribed by federal regulations. Any consent by a spouse shall be irrevocable.
Any designation of a Beneficiary which has received spousal consent may be
changed (other than by being revoked) without spousal consent only if the
consent by the spouse expressly permits subsequent designations by the
Participant without any requirement of further consent by the spouse. Any such
consent shall be valid only with respect to the spouse who signed the consent,
or in the case of a deemed consent, the designated spouse. The provisions of
this section shall apply only to Participants who have at least one Hour of
Service on or after August 23, 1984.

     Sec. 8.3 Form and Method of Designation. Any designation or a revocation of
a prior designation of Beneficiary shall be in writing on a form acceptable to
the Company and shall be filed with the Company. The Company and all other
parties involved in making payment to a Beneficiary may rely on the latest
Beneficiary designation on file with the Company at the time of payment or may
make payment pursuant to Sec. 8.4 if an effective designation is not on file,
shall be fully protected in doing so, and shall have no liability whatsoever to
any person making claim for such payment under a subsequently filed designation
of Beneficiary or for any other reason.

     Sec. 8.4 No Effective Designation. If there is not on file with the Company
an effective designation of Beneficiary by a deceased Participant, the
Beneficiary shall be the person or persons surviving the Participant in the
first of the following classes in which there is a survivor, share and share
alike:

     (a)  The Participant's spouse.

     (b)  The Participant's children, except that if any of the Participant's
          children predecease the Participant but leave issue surviving the
          Participant, such issue shall take by right of representation the
          share their parent would have taken if living.

     (c)  The Participant's parents.

     (d)  The Participant's brothers and sisters.

                                      -29-
<PAGE>

     (e)  The Participant's estate.

Determination of the identity of the Beneficiary in each case shall be made by
the Company.

     Sec. 8.5 Successor Beneficiary. If a Beneficiary who survives the
Participant subsequently dies before receiving all payments to which the
Beneficiary was entitled, the successor Beneficiary, determined in accordance
with the provisions of this section, shall be entitled to the balance of any
remaining payments due. A Beneficiary who is not the surviving spouse of the
Participant may not designate a successor Beneficiary. A Beneficiary who is the
surviving spouse may designate a successor Beneficiary only if the Participant
specifically authorized such designations on the Participant's Beneficiary
designation form. If a Beneficiary is permitted to designate a successor
Beneficiary, each such designation shall be made according to the same rules
(other than Sec. 8.2) applicable to designations by Participants. If a
Beneficiary is not permitted to designate a successor Beneficiary, or is
permitted to do so but fails to make such a designation, the balance of any
payments remaining due will be payable to a contingent Beneficiary if the
Participant's Beneficiary designation so specifies, and otherwise to the
personal representative (executor or administrator) of the deceased Beneficiary.






                                      -30-
<PAGE>

                                   ARTICLE IX

                              BENEFIT REQUIREMENTS
                              --------------------

     Sec. 9.1 Benefit on Retirement or Disability. If a Participant's
Termination of Employment occurs (for any reason other than death) after either
of the following events, the Participant shall be 100% vested and shall be
entitled to a benefit equal to the value of all of his or her Accounts:

     (a)  The Participant has reached age 65.

     (b)  The Participant's Termination of Employment has occurred due to a
          bodily injury or disease which the Company determines, based on
          competent medical evidence, makes the Participant permanently disabled
          from performing the normal duties of his or her position with the
          Company.

The benefit shall be paid at the times and in the manner determined under
Article X.

     Sec. 9.2 Other Termination of Employment. If a Participant's Termination of
Employment occurs (for any reason other than death) under circumstances such
that the Participant is not entitled to a benefit under Sec. 9.1, the
Participant shall be entitled to a benefit equal to the value of all of his or
her Accounts other than the Employer Profit Sharing Account and also a benefit
equal to the vested percentage of the value of the Participant's Employer Profit
Sharing Account, subject, however, to the following:

     (a)  If the Termination of Employment occurred on or after July 1, 1989,
          the vested percentage shall depend upon the number of the
          Participant's full years of Elapsed Time at the time of the
          Termination of Employment, as follows:

                                Vesting Schedule
                                ----------------

                  Full Years of Elapsed Time        Vested Percentage
                  --------------------------        -----------------
                       Less than 1                           0%
                       1 but less than 2                    10%
                       2 but less than 3                    20%
                       3 but less than 4                    30%
                       4 but less than 5                    40%
                       5 but less than 6                    60%
                       6 but less than 7                    80%
                       7 or more                           100%

          Notwithstanding the foregoing, the vested percentage of an individual
          who was a participant in the Hypro Corporation Sherwood Plant Profit
          Sharing Plan and whose Termination of Employment occurred prior to
          April 1, 1992 shall be determined from the vesting schedule contained
          in that Plan.

     (b)  The portion of the Employer Profit Sharing Account that is not vested
          shall be determined and transferred to the Participant's Forfeiture
          Account as of the Valuation Date coincident with or next following his
          or her Termination of Employment, as provided in Sec. 7.2. The
          disposition of said Forfeiture Account shall be as provided below:

                                      -31-
<PAGE>

          (1)  If the Participant is subsequently reemployed before the last day
               of the Plan Year in which the Termination of Employment occurred,
               the Forfeiture Account shall be reinstated as a separate Employer
               Profit Sharing Account, to which the Participant shall be
               entitled in accordance with the provisions of this Article IX
               upon a subsequent Termination of Employment, subject to the
               provisions of paragraph (4).

          (2)  If the Participant is not reemployed before the last day of the
               Plan Year in which the Termination of Employment occurred, the
               value of the Forfeiture Account shall be recognized as
               Forfeitures as of the last day of the Plan Year in which the
               earlier of the following dates occurred:

               (A)  The date the Participant incurred a Recognized Break In
                    Service of at least 60 months duration.

               (B)  The date that the vested portion of all of the Participant's
                    Accounts has been distributed to the Participant. If a
                    Participant was 0% vested in a particular Account, that
                    Account will be deemed for purposes of this clause (ii) to
                    have been distributed when the Participant's Termination of
                    Employment occurred.

                    The Participant shall lose all claim to the Forfeiture
                    Account when the Forfeiture occurs. The Forfeiture Account
                    shall be revalued on the Valuation Date preceding the date
                    on which the Forfeiture is recognized and shall be allocated
                    as provided in Article V.

          (3)  If a former Participant whose Account was forfeited under
               paragraph (2) is subsequently reemployed and completes a year of
               Elapsed Time before incurring a Recognized Break in Service of at
               least 60 months duration, a separate Employer Profit Sharing
               Account shall be reinstated for the Participant as of the
               Valuation Date coincident with the last day of the Plan Year in
               which such year of Elapsed Time is completed. The Participant
               shall be entitled to such Account in accordance with the
               provisions of this Article IX upon any subsequent Termination of
               Employment, subject to the provisions of paragraph (4). The total
               value of such Account as of such Valuation Date shall be equal to
               the value of the Forfeiture Account as of the Valuation Date
               referred to in paragraph (2). The reinstated Account shall be
               funded as provided in paragraph (5).

          (4)  If a Participant referred to in paragraph (1) or paragraph (3) is
               not 100% vested in the reinstated Employer Profit Sharing Account
               upon a subsequent Termination of Employment, the benefit to which
               the Participant is entitled therefrom shall be determined as of
               the Valuation Date coincident with or next following the
               subsequent Termination of Employment as follows:

               (A)  To the value of such reinstated Account determined as of
                    such Valuation Date there shall be added the amount of the
                    benefit from the Account which the Participant received as a
                    result of the prior Termination of Employment.

               (B)  The applicable vested percentage from the vesting schedule
                    shall be applied to such sum.

                                      -32-
<PAGE>

               (C)  From the result obtained in (B), there shall be subtracted
                    the amount added to the value of the reinstated Account
                    under (A).

          (5)  The amount required to reinstate an Account pursuant to paragraph
               (3) as of the last day of a Plan Year shall be provided from the
               following sources in the priority indicated:

               (A)  Amounts forfeited under this subsection (b) for the Plan
                    Year.

               (B)  Employer contributions for the Plan Year.

               (C)  Net income or gain of the Fund not previously allocated to
                    other Accounts.

          (6)  This subsection (b) shall not apply to any Forfeiture Account
               which became a Forfeiture pursuant to the provisions of the Plan
               or a Merged Plan in effect prior to the adoption of this version
               of this subsection. Any such Forfeiture Account shall be disposed
               of pursuant to such prior Plan provisions.

     (c)  If the Participant has had any Recognized Break In Service prior to
          the first day of the first Plan Year beginning in 1985, or a
          Recognized Break In Service of at least 60 months duration ending on
          or after that date, for purposes of determining the vested portion of
          the Participant's Accounts attributable to employer contributions
          which accrued before such break, Elapsed Time after the break in
          service shall not be taken into account.

     (d)  The benefit under this section shall be paid at the times and in the
          manner determined under Article X.

     Sec. 9.3 Death. If a Participant's Termination of Employment is the result
of death, his or her Beneficiary shall be entitled to a benefit equal to the
value of all of the Participant's Accounts. Such benefit shall be paid at the
times and in the manner determined under Article X. If a Participant's death
occurs after his or her Termination of Employment, distribution of the balance
of the Participant's Accounts shall be made to the Beneficiary in accordance
with the provisions of Article X.

     Sec. 9.4 Loans to Participants. The Company may authorize a loan to an
Active Participant who makes application therefor. Each such loan shall be
subject to the following provisions:

     (a)  The amount of any loan to a Participant, when added to the balance of
          all other loans to the Participant under this Plan and all related
          plans which are outstanding on the day on which such loan is made,
          shall not exceed the lesser of:

          (1)  $50,000, reduced by the excess (if any) of (i) the highest
               outstanding balance of loans to the Participant from the Plan and
               all related plans during the one-year period ending on the day
               before the date the loan is made, over (ii) the outstanding
               balance of loans to the Participant from the Plan and all related
               plans on the date the loan is made; or

          (2)  25% of the amount to which the Participant would be entitled in
               the event his or her Termination of Employment were to occur on
               the date the loan is made.

                                      -33-
<PAGE>

               For purposes of this section, a related plan is any "qualified
               employer plan", as defined in Code section 72(p)(4), sponsored by
               the Company or any related employer, determined according to Code
               section 72(p)(2)(D).

     (b)  The minimum amount of any loan shall be $1,000.00. No more than three
          loans issued after October 1, 1996 may be outstanding to a Participant
          at any time.

     (c)  Each loan shall be evidenced by the Participant's promissory note
          payable to the order of the Funding Agency. Each loan shall be
          adequately secured as determined by the Company. A loan shall be
          considered adequately secured whenever the outstanding balance does
          not exceed the amount in which the Participant would have a vested
          interest in the event of his or her Termination of Employment.

     (d)  The Company shall determine the rate of interest to be paid with
          respect to each loan, which shall be a reasonable rate of interest
          within the meaning of Code section 4975. The rate shall be based on
          the interest rates charged by persons in the business of lending money
          in the region in which the Company operates for loans which would be
          made under similar circumstances.

     (e)  Each such loan shall provide for the payment of accrued interest and
          for repayment of principal in substantially equal installments not
          less frequently than monthly. While the Participant is employed by the
          Company, all loans shall be repaid through payroll deductions to the
          extent possible. The Participant shall execute any documents required
          to authorize such deductions. The Participant may prepay a loan in
          full at any time without penalty. Partial prepayments are not
          permitted.

     (f)  Each loan shall extend for a stated period determined by agreement of
          the Participant and the Company, not exceeding five years. The
          limitation in the preceding sentence shall not apply to any loan
          designated by the Company as a home loan. For purposes of this
          paragraph, a home loan is a loan used to acquire any dwelling unit
          which within a reasonable time is to be used as the principal
          residence of the Participant. The duration of home loans shall be
          determined by the Company. Notwithstanding the foregoing, all loans
          shall become due and payable in full upon the Participant's
          Termination of Employment.

     (g)  Failure to pay any installment of interest or principal when due shall
          constitute a default with respect to that payment (subject to any
          applicable grace period established by the Company for correcting the
          default). Upon any such default, the entire loan balance shall be
          declared to be in default to the extent required by applicable
          regulations. Events of default shall also include any other events
          identified as such in the Participant's note. In the event of a
          default on a loan, foreclosure on the note and application of the
          Participant's Accounts to satisfy the note will not occur until the
          earliest date on which the Participant or Beneficiary could elect to
          receive payment of benefits under the Plan. An individual who has
          defaulted on any loan may be denied future loans. Loan repayments will
          be suspended under this Plan as permitted under Code section 414(u)(4)
          (relating to periods of military service).

     (h)  If a loan to a Participant is outstanding on the date a distribution
          is to be made from the Fund with respect to the portion of the
          Participant's Account or Accounts represented by the loan, the balance
          of the loan, or a portion thereof equal to the amount to be
          distributed, if less, shall on such date become due and payable. The
          portion of the loan due and payable shall be

                                      -34-
<PAGE>

          satisfied by offsetting such amount against the amount to be
          distributed to the Participant. Alternatively, the portion of the
          Participant's Account or Accounts equal to the outstanding balance on
          the loan may be distributed in kind by distribution of the
          Participant's note.

     (i)  If a loan to a Participant is outstanding at the time of the
          Participant's death, and if the loan is not repaid by the
          Participant's executor or administrator, the note shall be distributed
          in kind to the Participant's Beneficiary.

     (j)  The Company shall administer the loan program under this section and
          shall direct the Funding Agency with respect to the making of loans to
          Participants, the collection thereof, and all other matters pertaining
          thereto. The Funding Agency shall follow such directions to the extent
          possible and shall not take any independent action with respect to
          such loans. The Funding Agency shall have no responsibility whatsoever
          with respect to loans to Participants except to follow the directions
          of the Company to the extent possible.

     (k)  In accordance with the foregoing standards and requirements, loans
          shall be available to all Participants on a reasonably equivalent
          basis.

     (l)  All loans shall be governed by such non-discriminatory written rules
          as the Company may adopt, which shall be deemed to be a part of this
          Plan. Applications for loans shall be filed with the Company on such
          forms as the Company may provide for this purpose.

     (m)  The Company shall cause to be furnished to any Participant receiving a
          loan any information required to be furnished pursuant to the Federal
          Truth In Lending Act, if applicable, or pursuant to any other
          applicable law.

     (n)  The portion of a Participant's Account or Accounts represented by the
          outstanding loan principal shall be segregated for investment
          purposes. In lieu of sharing in income or losses on investments of the
          Fund, the segregated portion of the Participant's Accounts shall be
          credited with all interest paid by the Participant on the loan.
          Repayments on a loan shall be reinvested in accordance with the
          investment designation in effect under Sec. 7.3 for future
          contributions on the date the repayment is received by the Funding
          Agency. The Funding Agency may charge to the Participant's Accounts
          any expenses attributable to the loan and such portion of the general
          expenses of the Fund as the Funding Agency determines in its
          discretion to be reasonable. If a Participant's Termination of
          Employment results in a transfer to a Forfeiture Account, no portion
          of an Account attributable to an outstanding loan may be transferred
          to the Forfeiture Account.

     (o)  The Participant's Accounts shall be liquidated in the following order
          to provide the Fund with cash equal to the loan principal:

          (1)  Employer Profit Sharing Account (to the extent vested).

          (2)  Special Profit Sharing Account.

          (3)  401-K Account.

          (4)  Rollover Account.

                                      -35-
<PAGE>

     (p)  Solely for purposes of this section, an Active Participant includes
          any Participant who has ceased to be a Qualified Employee (or any
          Beneficiary of a deceased Participant), who is entitled to a benefit
          from the Plan, and who is a "party in interest" as defined in section
          3(14) of ERISA.

     (q)  No loan shall be made to a Participant who is a shareholder-employee
          (as defined in Code section 1379(d), as in effect on the day before
          the enactment of the Subchapter S Revision Act of 1982) unless a
          prohibited transaction exemption for the loan has been obtained from
          the Department of Labor.

     (r)  This Sec. 9.4 applies only to loans made after October 1, 1996. Loans
          made prior to that date shall be governed by the Plan provisions and
          administrative rules in existence at the time the loan was made,
          except to the extent that an amendment made by this section is
          required to comply with the Code or ERISA, or with applicable
          regulations.

     Sec. 9.5 No Withdrawals Prior to Termination of Employment. Participants
are not permitted to receive distributions of benefits from the Plan prior to
their Termination of Employment, except as provided in Sec. 10.1.




                                      -36-
<PAGE>

                                    ARTICLE X

                            DISTRIBUTION OF BENEFITS
                            ------------------------

     Sec. 10.1 Time and Method of Payment. The benefit to which a Participant or
Beneficiary may become entitled under Article IX shall be distributed to that
individual at such time as he or she elects, subject to the following:

     (a)  The distribution may be made at any time after the date as of which
          the Participant or Beneficiary becomes entitled to a benefit payment.
          All distributions shall be made by payment in a single sum.

     (b)  Unless the Participant elects otherwise, distribution must be made no
          later than the 60th day after the close of the Plan Year in which the
          Participant reaches Normal Retirement Age or in which the
          Participant's Termination of Employment occurs, whichever is later;
          provided, however, that if the amount of the payment to be made cannot
          be determined by the later of the aforesaid dates, a payment
          retroactive to such date may be made no later than 60 days after the
          earliest date on which the amount of such payment can be ascertained.
          For purposes of this subsection, the failure of a Participant to elect
          to receive a distribution shall be deemed to be an election to defer
          distribution of the benefit.

     (c)  For purposes of this Sec. 10.1, the distribution must be made by the
          Participant's "required beginning date", which is April 1 of the
          calendar year following the later of (i) the calendar year in which
          the Participant attained age 70 1/2, or (ii) the calendar year in
          which the Participant's Termination of Employment occurs. However,
          clause (ii) of the previous sentence does not apply to any Participant
          who is a more than 5-percent owner of the Company (as defined in Code
          section 416) with respect to the Plan Year ending in the calendar year
          in which the Participant attains age 70 1/2. Notwithstanding the
          foregoing, any Participant who reaches age 70 1/2 during or after 1996
          but prior to 1999 and continues in the employ of the Company may elect
          to receive a lump sum distribution of the Participant's entire benefit
          on any date on or after the April 1 following the calendar year in
          which the Participant reached age 70 1/2 and prior to Termination of
          Employment by filing a written election with the Company at least 10
          days prior to the date the distribution is to occur; provided,
          however, that this sentence applies only to the extent this option is
          required to be made available to the Participant to comply with Code
          section 411(d)(6) and applicable Treasury regulations.

     (d)  If the Participant dies before receiving the distribution and before
          the date that the distribution was required to occur under subsection
          (c), the Participant's Accounts shall be distributed to the
          Beneficiary not later than December 31 of the year containing the
          fifth anniversary of the Participant's death; provided, however, that
          if the designated Beneficiary is the surviving spouse of the
          Participant, the payment may be made any time on or before the later
          of (i) December 31 of the year in which the Participant would have
          reached age 70 1/2, or (ii) December 31 of the year following the year
          in which the Participant's death occurred. If a surviving spouse who
          is entitled to benefits under this subsection dies before the
          distribution to the surviving spouse has been made, this subsection
          (other than the special exception which applies to a designated
          Beneficiary who is the surviving spouse of the Participant) shall be
          applied as if the surviving spouse were the Participant, with the date
          of death of the surviving spouse being substituted for the date of
          death of the Participant.

                                      -37-
<PAGE>

     (e)  If more than one Beneficiary is entitled to benefits following the
          Participant's death, the interest of each Beneficiary shall be
          segregated into a separate Account for purposes of applying this
          section.

     (f)  For purposes of this section, "designated Beneficiary" means any
          individual who is a Beneficiary pursuant to Article VIII.

     (g)  Notwithstanding the foregoing, distributions may be made to any
          Participant or Beneficiary pursuant to any designation made prior to
          January 1, 1984 which satisfied all the requirements of Section
          242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982, as
          in effect on January 1, 1984, and the regulations thereunder;
          provided, however, that any designation of Beneficiary included as a
          part of such designation must comply with the spousal consent
          requirements under Sec. 8.2.

     (h)  Notwithstanding the foregoing, if the total vested value of the
          Accounts of a Participant (or a Beneficiary following the
          Participant's death) is $3,500 or less on the Valuation Date
          coincident with or immediately following the date the Participant's
          Termination of Employment or death occurs, a single-sum distribution
          shall be made to the Participant (or Beneficiary) as of the earliest
          date permitted by the Plan. However, this subsection shall not apply
          to a Participant if the total vested value of the Participant's
          Accounts exceeded $3,500 at the time any previous distribution was
          made to the Participant.

     (i)  Notwithstanding any provision of the Plan to the contrary,
          distributions under this section shall be made in accordance with the
          requirements of Code section 401(a)(9), including the incidental death
          benefit requirements of Code section 401(a)(9)(G) and the regulations
          thereunder. No distribution option otherwise permitted under this Plan
          will be available to a Participant or Beneficiary if such distribution
          option does not meet the requirements of Code section 401(a)(9),
          including subparagraph (G) thereof.

     (j)  Notwithstanding any provision of the Plan to the contrary that would
          otherwise limit a distributee's election, a distributee may elect, at
          the time and in the manner prescribed by the Company, to have any
          portion of an eligible rollover distribution paid directly to an
          eligible retirement plan specified by the distributee in a direct
          rollover. For purposes of this subsection:

          (1)  An "eligible rollover distribution" is any distribution of all or
               any portion of the balance to the credit of the distributee,
               except that an eligible rollover distribution does not include
               any distribution to the extent such distribution is required
               under Code section 401(a)(9), and the portion of any distribution
               that is not includible in gross income.

          (2)  An "eligible retirement plan" is an individual retirement account
               described in Code section 408(a), an individual retirement
               annuity described in Code section 408(b), an annuity plan
               described in Code section 403(a), or a qualified trust described
               in Code section 401(a), that accepts the distributee's eligible
               rollover distribution. However, in the case of an eligible
               rollover distribution to the surviving spouse, an eligible
               retirement plan is an individual retirement account or individual
               retirement annuity.

                                      -38-
<PAGE>

          (3)  A "distributee" includes a Participant or former Participant. In
               addition, the Participant's or former Participant's surviving
               spouse and the Participant's or former Participant's spouse or
               former spouse who is the alternate payee under a qualified
               domestic relations order, as defined in Code section 414(p), are
               distributees with regard to the interest of the spouse or former
               spouse.

          (4)  A "direct rollover" is a payment by the Plan to the eligible
               retirement plan specified by the distributee.

     Sec. 10.2 Distribution In Cash Only. Distributions will be made in cash
only, except as otherwise provided in Sec. 9.4.

     Sec. 10.3 Accounting Following Termination of Employment. The benefit to
which a Participant or Beneficiary is entitled shall initially be based on the
value of the Participant's Accounts as of the Valuation Date coinciding with or
immediately following the date the Participant's Termination of Employment or
death occurs, as provided in Article IX. If distribution of a benefit is
deferred or delayed for any reason, the undistributed Accounts shall continue to
be revalued as of each Valuation Date as provided in Article VII. Payments shall
be made as of a Valuation Date determined by the Funding Agency which occurs
within a reasonable time following the date the Participant (or Beneficiary
following the Participant's death) files the request for payment with the
Company or its designated agent, and the amount of the payment shall be equal to
the value on said Valuation Date.

     Sec. 10.4 Reemployment. Except where distributions are required under Sec.
10.1, entitlement to a distribution from the Fund shall cease upon reemployment
of a Participant in a regular position by the Company, and shall recommence in
accordance with the provisions of this Article upon the Participant's subsequent
Termination of Employment.

     Sec. 10.5 Source of Benefits. All benefits to which persons become entitled
hereunder shall be provided only out of the Fund and only to the extent that the
Fund is adequate therefor. No benefits are provided under the Plan except those
expressly described herein.

     Sec. 10.6 Incompetent Payee. If in the opinion of the Company a person
entitled to payments hereunder is disabled from caring for his or her affairs
because of mental or physical condition, or age, payment due such person may be
made to such person's guardian, conservator, or other legal personal
representative upon furnishing the Company with evidence satisfactory to the
Company of such status. Prior to the furnishing of such evidence, the Company
may cause payments due the person under disability to be made, for such person's
use and benefit, to any person or institution then in the opinion of the Company
caring for or maintaining the person under disability. The Company shall have no
liability with respect to payments so made. The Company shall have no duty to
make inquiry as to the competence of any person entitled to receive payments
hereunder.

     Sec. 10.7 Benefits May Not Be Assigned or Alienated. Except as otherwise
expressly permitted by the Plan or required by law, the interests of persons
entitled to benefits under the Plan may not in any manner whatsoever be assigned
or alienated, whether voluntarily or involuntarily, or directly or indirectly.
However, the Plan shall comply with the provisions of any court order which the
Company determines is a qualified domestic relations order as defined in Code
section 414(p). Notwithstanding any provisions in the Plan to the contrary, an
individual who is entitled to payments from the Plan as an "alternate payee"
pursuant to a qualified domestic relations order may receive a lump sum payment
from the Plan as soon as administratively feasible after the Valuation Date
coincident with or next following

                                      -39-
<PAGE>

the date of the Company's determination that the order is a qualified domestic
relations order, unless the order specifically provides for payment to be made
at a later time.

     Sec. 10.8 Payment of Taxes. The Funding Agency may pay any estate,
inheritance, income, or other tax, charge, or assessment attributable to any
benefit payable hereunder which in the Funding Agency's opinion it shall be or
may be required to pay out of such benefit. The Funding Agency may require,
before making any payment, such release or other document from any taxing
authority and such indemnity from the intended payee as the Funding Agency shall
deem necessary for its protection.

     Sec. 10.9 Conditions Precedent. No person shall be entitled to a benefit
hereunder until his or her right thereto has been finally determined by the
Company nor until the person has submitted to the Company relevant data
reasonably requested by the Company, including, but not limited to, proof of
birth or death.

     Sec. 10.10 Company Directions to Funding Agency. The Company shall issue
such written directions to the Funding Agency as are necessary to accomplish
distributions to the Participants and Beneficiaries in accordance with the
provisions of the Plan.

     Sec. 10.11 Effect on Unemployment Compensation. For purposes of any
unemployment compensation law, a distribution hereunder in one sum to the extent
attributable to employer contributions, shall be considered to be a severance
payment and shall be allocated over a period of weeks equal to the one sum
payment divided by the employee's regular weekly pay while employed by the
Company, which period shall commence immediately following the employee's
Termination of Employment.

     Sec. 10.12 Special Distribution Events. Notwithstanding anything herein to
the contrary, if the agreement between the buyer and the seller in one of the
following types of transaction provides that distributions are to be made to
affected Participants, each such Participant shall receive a distribution of his
or her vested Account balance as soon as administratively feasible after either
of the following events:

     (a)  The disposition by the Company to an unrelated corporation of
          substantially all of the assets (within the meaning of Code section
          409(d)(2)) used in a trade or business of the Company if the Company
          continues to maintain this Plan after the disposition, but only with
          respect to employees who continue employment with the corporation
          acquiring such assets.

     (b)  The disposition by the Company or by an Affiliate to an unrelated
          entity of such corporation's interest in a subsidiary (within the
          meaning of Code section 409(d)(3)) if such corporation continues to
          maintain this Plan, but only with respect to employees who continue
          employment with such subsidiary.

All distributions under this section are subject to any applicable consent
requirements under Sec. 10.1. In addition, distributions under this section must
be made in a lump sum.


                                      -40-
<PAGE>

                                   ARTICLE XI

                                      FUND
                                      ----

     Sec. 11.1 Composition. All sums of money and all securities and other
property received by the Funding Agency for purposes of the Plan, together with
all investments made therewith, the proceeds thereof, and all earnings and
accumulations thereon, and the part from time to time remaining shall constitute
the "Fund". The Company may cause the Fund to be divided into any number of
parts for investment purposes or any other purposes necessary or advisable for
the proper administration of the Plan.

     Sec. 11.2 Funding Agency. The Fund may be held and invested as one fund or
may be divided into any number of parts for investment purposes. Each part of
the Fund, or the entire Fund if it is not divided into parts for investment
purposes, shall be held and invested by one or more trustees or by an insurance
company. The trustee or trustees or the insurance company so acting with respect
to any part of the Fund is referred to herein as the Funding Agency with respect
to such part of the Fund. The selection and appointment of each Funding Agency
shall be made by the Company. The Company shall have the right at any time to
remove a Funding Agency and appoint a successor thereto, subject only to the
terms of any applicable trust agreement or group annuity contract. The Company
shall have the right to determine the form and substance of each trust agreement
and group annuity contract under which any part of the Fund is held, subject
only to the requirement that they are not inconsistent with the provisions of
the Plan. Any such trust agreement may contain provisions pursuant to which the
trustee will make investments on direction of a third party. As of January 1,
1997, the assets of the Plan were held under the WICOR, Inc. Employees' Savings
Plan Master Trust.

     Sec. 11.3 Compensation and Expenses of Funding Agency. The Funding Agency
shall be entitled to receive such reasonable compensation for its services as
may be agreed upon with the Company. The Funding Agency shall also be entitled
to reimbursement for all reasonable and necessary costs, expenses, and
disbursements incurred by it in the performance of its services. Such
compensation and reimbursements shall be paid from the Fund if not paid directly
by the Company.

     Sec. 11.4 Funding Policy. The Company shall adopt a procedure, and revise
it from time to time as it shall consider advisable, for establishing and
carrying out a funding policy and method consistent with the objectives of the
Plan and the requirements of ERISA. It shall advise each Funding Agency of the
funding policy in effect from time to time.

     Sec. 11.5 Securities and Property of the Company. An agreement with a
Funding Agency may provide that all or any part of the Fund may be invested in
qualifying employer securities or qualifying employer real property, as those
terms are used in ERISA; provided, however, that the Company shall take any
steps necessary to assure that investments in securities of the Company or any
trade or business entity directly or indirectly controlling, controlled by, or
under Common Control with the Company do not exceed those that can be acquired
by that part of the Fund attributable to contributions by the Company (other
than Salary Reduction Contributions), as distinguished from that part of the
Fund, if any, attributable to contributions by Participants or Salary Reduction
Contributions, unless there has been compliance with any applicable securities
laws. If qualifying employer securities or qualifying employer real property are
purchased or sold as an investment of the Fund from or to a disqualified person
or party in interest, as those terms are used in ERISA, and if there is no
generally recognized market for such securities or property, the purchase shall
be for not more than fair market

                                      -41-
<PAGE>

value and the sale shall be for not less than fair market value, as determined
in good faith by the Company or other Named Fiduciary assigned such function, or
if such assets are held in trust and the trust agreement so provides, as
determined in good faith by the trustee.

     Sec. 11.6 No Diversion. The Fund shall be for the exclusive purpose of
providing benefits to Participants under the Plan and their beneficiaries and
defraying reasonable expenses of administering the Plan. Such expenses may
include premiums for the bonding of Plan officials required by ERISA. No part of
the corpus or income of the Fund may be used for, or diverted to, purposes other
than for the exclusive benefit of employees of the Company or their
beneficiaries. Notwithstanding the foregoing:

     (a)  If any contribution or portion thereof is made by the Company by a
          mistake of fact, the Funding Agency shall, upon written request of the
          Company, return such contribution or portion thereof to the Company
          within one year after the payment of the contribution to the Funding
          Agency; however, earnings attributable to such contribution or portion
          thereof shall not be returned to the Company but shall remain in the
          Fund, and the amount returned to the Company shall be reduced by any
          losses attributable to such contribution or portion thereof.

     (b)  Contributions by the Company are conditioned upon initial
          qualification of the Plan or each Merged Plan under Code section
          401(a). If an adverse determination letter is received from the
          Internal Revenue Service with respect to such initial qualification,
          the Funding Agency shall, upon written request of the Company, return
          the amount of such contribution to the Company within one year after
          the date of denial of qualification of the Plan. For this purpose, the
          amount to be so returned shall be the contributions actually made,
          adjusted for the investment experience of, and any expenses chargeable
          against, the portion of the Fund attributable to the contributions
          actually made.

     (c)  Contributions by the Company are conditioned upon the deductibility of
          each contribution under Code section 404. To the extent the deduction
          is disallowed, the Funding Agency shall return such contribution to
          the Company within one year after the disallowance of the deduction;
          however, earnings attributable to such contribution (or disallowed
          portion thereof) shall not be returned to the Company but shall remain
          in the Fund, and the amount returned to the Company shall be reduced
          by any losses attributable to such contribution (or disallowed portion
          thereof).

In the case of any such return of contribution the Company shall cause such
adjustments to be made to the Accounts of Participants as it considers fair and
equitable under the circumstances resulting in the return of such contribution.


                                      -42-
<PAGE>

                                   ARTICLE XII

                             ADMINISTRATION OF PLAN
                             ----------------------

     Sec. 12.1 Administration by Company. The Company is the "administrator" of
the Plan for purposes of ERISA. Except as expressly otherwise provided herein,
the Company shall control and manage the operation and administration of the
Plan and make all decisions and determinations incident thereto. In carrying out
its Plan responsibilities, the Company shall have discretionary authority to
construe the terms of the Plan. Except in cases where the Plan expressly
provides to the contrary, action on behalf of the Company may be taken by any of
the following:

     (a)  The Board.

     (b)  The chief executive officer of the Company.

     (c)  Any person or persons, natural or otherwise, or committee, to whom
          responsibilities for the operation and administration of the Plan are
          allocated by the Company, by resolution of the Board or by written
          instrument executed by the chief executive officer of the Company and
          filed with its permanent records, but action of such person or persons
          or committee shall be within the scope of said allocation.

     Sec. 12.2 Certain Fiduciary Provisions. For purposes of the Plan:

     (a)  Any person or group of persons may serve in more than one fiduciary
          capacity with respect to the Plan.

     (b)  A Named Fiduciary, or a fiduciary designated by a Named Fiduciary
          pursuant to the provisions of the Plan, may employ one or more persons
          to render advice with regard to any responsibility such fiduciary has
          under the Plan.

     (c)  To the extent permitted by any applicable trust agreement or group
          annuity contract a Named Fiduciary with respect to control or
          management of the assets of the Plan may appoint an investment manager
          or managers, as defined in ERISA, to manage (including the power to
          acquire and dispose of) any assets of the Plan.

     (d)  At any time the Plan has more than one Named Fiduciary, if pursuant to
          the Plan provisions fiduciary responsibilities are not already
          allocated among such Named Fiduciaries, the Company, by action of the
          Board or its chief executive officer, may provide for such allocation;
          except that such allocation shall not include any responsibility, if
          any, in a trust agreement to manage or control the assets of the Plan
          other than a power under the trust agreement to appoint an investment
          manager as defined in ERISA.

     (e)  Unless expressly prohibited in the appointment of a Named Fiduciary
          which is not the Company acting as provided in Sec. 12.1, such Named
          Fiduciary by written instrument may designate a person or persons
          other than such Named Fiduciary to carry out any or all of the
          fiduciary responsibilities under the Plan of such Named Fiduciary;
          except that such designation shall not include any responsibility, if
          any, in a trust agreement to manage or control the assets of the Plan
          other than a power under the trust agreement to appoint an investment
          manager as defined in ERISA.

                                      -43-
<PAGE>

     (f)  A person who is a fiduciary with respect to the Plan, including a
          Named Fiduciary, shall be recognized and treated as a fiduciary only
          with respect to the particular fiduciary functions as to which such
          person has responsibility.

Each Named Fiduciary (other than the Company), each other fiduciary, each person
employed pursuant to (b) above, and each investment manager shall be entitled to
receive reasonable compensation for services rendered, or for the reimbursement
of expenses properly and actually incurred in the performance of their duties
with the Plan and to payment therefor from the Fund if not paid directly by the
Company. Notwithstanding the foregoing, no person so serving who already
receives full-time pay from any employer or association of employers whose
employees are Participants, or from an employee organization whose members are
Participants, shall receive compensation from the Plan, except for reimbursement
of expenses properly and actually incurred.

     Sec. 12.3 Discrimination Prohibited. No person or persons in exercising
discretion in the operation and administration of the Plan shall discriminate in
favor of Highly Compensated Employees.

     Sec. 12.4 Evidence. Evidence required of anyone under this Plan may be by
certificate, affidavit, document, or other instrument which the person acting in
reliance thereon considers to be pertinent and reliable and to be signed, made,
or presented to the proper party.

     Sec. 12.5 Correction of Errors. It is recognized that in the operation and
administration of the Plan certain mathematical and accounting errors may be
made or mistakes may arise by reason of factual errors in information supplied
to the Company or Funding Agency. The Company shall have power to cause such
equitable adjustments to be made to correct for such errors as the Company in
its discretion considers appropriate. Such adjustments shall be final and
binding on all persons. Any return of a contribution due to a mistake in fact
will be subject to Sec. 11.6.

     Sec. 12.6 Records. The Company, each fiduciary with respect to the Plan,
and each other person performing any functions in the operation or
administration of the Plan or the management or control of the assets of the
Plan shall keep such records as may be necessary or appropriate in the discharge
of their respective functions hereunder, including records required by ERISA or
any other applicable law. Records shall be retained as long as necessary for the
proper administration of the Plan and at least for any period required by ERISA
or other applicable law.

     Sec. 12.7 General Fiduciary Standard. Each fiduciary shall discharge its
duties with respect to the Plan solely in the interests of Participants and
their beneficiaries and with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims.

     Sec. 12.8 Prohibited Transactions. A fiduciary with respect to the Plan
shall not cause the Plan to engage in any prohibited transaction within the
meaning of ERISA.

     Sec. 12.9 Claims Procedure. The Company shall establish a claims procedure
consistent with the requirements of ERISA. Such claims procedure shall provide
adequate notice in writing to any Participant or beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for
such denial, written in a manner calculated to be understood by the claimant and
shall

                                      -44-
<PAGE>

afford a reasonable opportunity to a claimant whose claim for benefits has been
denied for a full and fair review by the appropriate Named Fiduciary of the
decision denying the claim.

     Sec. 12.10 Bonding. Plan personnel shall be bonded to the extent required
by ERISA. Premiums for such bonding may, in the sole discretion of the Company,
be paid in whole or in part from the Fund. Such premiums may also be paid in
whole or in part by the Company. The Company may provide by agreement with any
person that the premium for required bonding shall be paid by such person.

     Sec. 12.11 Waiver of Notice. Any notice required hereunder may be waived by
the person entitled thereto.

     Sec. 12.12 Agent For Legal Process. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until the Company designates some other person as such agent.

     Sec. 12.13 Indemnification. In addition to any other applicable provisions
for indemnification, the Company agrees to indemnify and hold harmless, to the
extent permitted by law, each director, officer, and employee of the Company
against any and all liabilities, losses, costs, or expenses (including legal
fees) of whatsoever kind and nature which may be imposed on, incurred by, or
asserted against such person at any time by reason of such person's services as
a fiduciary in connection with the Plan, but only if such person did not act
dishonestly, or in bad faith, or in willful violation of the law or regulations
under which such liability, loss, cost, or expense arises.




                                      -45-
<PAGE>

                                  ARTICLE XIII

                         AMENDMENT, TERMINATION, MERGER
                         ------------------------------

     Sec. 13.1 Amendment. Subject to the non-diversion provisions of Sec. 11.6,
the Company, by action of the Board, or by written action of a person so
authorized by resolution of the Board, may amend the Plan at any time and from
time to time. No action by a person other than the Board shall be an amendment
of the Plan unless it specifically references the Plan and states that it alters
the terms or conditions of the Plan. No amendment of the Plan shall have the
effect of changing the rights, duties, and liabilities of any Funding Agency
without its written consent. Also, no amendment shall divest a Participant or
Beneficiary of Accounts accrued prior to the amendment or decrease a
Participant's accrued benefit except to the extent permitted by Code section
411(d)(6).

     (a)  Promptly upon adoption of any amendment to the Plan, the Company will
          furnish a copy of the amendment, together with a certificate
          evidencing its due adoption, to each Funding Agency then acting.

     (b)  If an amendment to the Plan changes the vesting schedule of the Plan,
          each Participant having not less than three years of service by the
          end of the election period with respect to such amendment shall be
          permitted within such election period to elect to have his or her
          vested percentage computed under the Plan without regard to such
          amendment. Each election shall be made in writing by filing with the
          Company within the election period a form available from the Company
          for the purpose. The election period shall be a reasonable period
          determined by the Company commencing not later than the date the
          amendment is adopted and shall be in conformance with any applicable
          regulation prescribed by the Secretary of Labor or the Secretary of
          the Treasury. Notwithstanding the foregoing, no election need be
          provided for any Participant whose vested percentage under the Plan,
          as amended, cannot at any time be less than the vested percentage
          determined without regard to such amendment.

     Sec. 13.2 Permanent Discontinuance of Contributions. The Company, by action
of the Board, may completely discontinue contributions in support of the Plan.
In such event, notwithstanding any provisions of the Plan to the contrary, (i)
no employee shall become a Participant after such discontinuance, (ii) any then
existing Forfeiture Account of a Participant shall revert to its prior status as
an Employer Profit Sharing Account and be nonforfeitable, and (iii) the Accounts
of each Participant in the employ of the Company at the time of such
discontinuance shall be nonforfeitable. Subject to the foregoing, all of the
provisions of the Plan shall continue in effect, and upon entitlement thereto
distributions shall be made in accordance with the provisions of Article X.

     Sec. 13.3 Termination. The Company, by action of the Board, may terminate
the Plan. After such termination no employee shall become a Participant, no
further contributions shall be made, and any then existing Forfeiture Account of
a Participant shall revert to its prior status as an Employer Profit Sharing
Account and be nonforfeitable. The Accounts of each Participant in the employ of
the Company at the time of such termination shall be nonforfeitable, the
Participant shall be entitled to a benefit equal to the value of those Accounts
determined as of the Valuation Date coincident with or next following the
termination of the Plan, distributions shall be made to Participants and
Beneficiaries promptly after the termination of the Plan, but not before the
earliest date permitted under the Code and applicable regulations, and the Plan
and any related trust agreement or group annuity contract shall continue in
force for the purpose of making such distributions.

                                      -46-
<PAGE>

     Sec. 13.4 Partial Termination. If there is a partial termination of the
Plan, either by operation of law, by amendment of the Plan, or for any other
reason, which partial termination shall be confirmed by the Company, any then
existing Forfeiture Account of a Participant (who was in the classification of
employees with respect to which the partial termination occurs) shall revert to
its prior status as an Employer Profit Sharing Account and be nonforfeitable,
and the Accounts of each Participant with respect to whom the partial
termination applies shall be nonforfeitable. Subject to the foregoing, all of
the provisions of the Plan shall continue in effect as to each such Participant,
and upon entitlement thereto distributions shall be made in accordance with the
provisions of Article X.

     Sec. 13.5 Merger, Consolidation, or Transfer of Plan Assets. In the case of
any merger or consolidation of the Plan with any other plan, or in the case of
the transfer of assets or liabilities of the Plan to any other plan, provision
shall be made so that each Participant and Beneficiary would (if such other plan
then terminated) receive a benefit immediately after the merger, consolidation,
or transfer which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated). No such merger, consolidation, or
transfer shall be effected until such statements with respect thereto, if any,
required by ERISA to be filed in advance thereof have been filed.

     Sec. 13.6 Deferral of Distributions. Notwithstanding any provisions of the
Plan to the contrary, in the case of a complete discontinuance of contributions
to the Plan or of a complete or partial termination of the Plan, the Company or
the Funding Agency may defer any distribution of benefit payments to
Participants and Beneficiaries with respect to which such discontinuance or
termination applies (except for distributions which are required to be made
under Sec. 10.1) until after the following have occurred:

     (a)  Receipt of a final determination from the Treasury Department or any
          court of competent jurisdiction regarding the effect of such
          discontinuance or termination on the qualified status of the Plan
          under Code section 401(a).

     (b)  Appropriate adjustment of Accounts to reflect taxes, costs, and
          expenses, if any, incident to such discontinuance or termination.




                                      -47-
<PAGE>

                                   ARTICLE XIV

                            TOP-HEAVY PLAN PROVISIONS
                            -------------------------

     Sec. 14.1 Key Employee Defined. "Key Employee" means any employee or former
employee of the employer who at any time during the determination period was an
officer of the employer or is deemed to have had an ownership interest in the
employer and who is within the definition of key employee in Code section
416(i). "Non-Key Employee" means any employee who is not a Key Employee.

     Sec. 14.2 Determination of Top-Heavy Status. The top-heavy status of the
Plan shall be determined according to Code section 416 and the regulations
thereunder, using the following standards and definitions:

     (a)  The Plan is a Top-Heavy Plan for a Plan Year commencing after 1983 if
          either of the following applies:

          (1)  If this Plan is not part of a required aggregation group and the
               top-heavy ratio for this Plan exceeds 60 percent.

          (2)  If this Plan is part of a required aggregation group of plans and
               the top-heavy ratio for the group of plans exceeds 60 percent.

               Notwithstanding paragraphs (1) and (2) above, the Plan is not a
               Top-Heavy Plan with respect to a Plan Year if it is part of a
               permissive aggregation group of plans for which the top-heavy
               ratio does not exceed 60 percent.

     (b)  The "top-heavy ratio" shall be determined as follows:

          (1)  If the employer maintains one or more defined contribution plans
               (including any simplified employee pension plan) and has not
               maintained any defined benefit plan which during the 5-year
               period ending on the determination date has or has had accrued
               benefits, the top-heavy ratio for this Plan or for the required
               or permissive aggregation group (as appropriate) is a fraction,
               the numerator of which is the sum of the account balances of all
               Key Employees under the Plan or plans as of the determination
               date (including any part of any account balance distributed in
               the five-year period ending on the determination date), and the
               denominator of which is the sum of the account balances
               (including any part of any account balance distributed in the
               five-year period ending on the determination date) of all
               employees under the Plan or plans as of the determination date.
               Both the numerator and denominator of the top-heavy ratio shall
               be increased to reflect any contribution not actually made as of
               the determination date but which is required to be taken into
               account on that date under Code section 416 and the regulations
               thereunder.

          (2)  If the employer maintains one or more defined contribution plans
               (including any simplified employee pension plan) and maintains or
               has maintained one or more defined benefit plans which during the
               5-year period ending on the determination date has or has had any
               accrued benefits, the top-heavy ratio for any required or
               permissive aggregation group (as appropriate), is a fraction, the
               numerator of which is the sum of

                                      -48-
<PAGE>

               the account balances of all Key Employees under the aggregated
               defined contribution plan or plans, determined according to
               paragraph (1) above, and the present value of accrued benefits of
               all Key Employees under the defined benefit plan or plans as of
               the determination date, and the denominator of which is the sum
               of such account balances of all employees under the aggregated
               defined contribution plan or plans and the present value of
               accrued benefits of all employees under the defined benefit plan
               or plans as of the determination date. The account balances and
               accrued benefits in both the numerator and denominator of the
               top-heavy ratio shall be adjusted to reflect any distributions
               made in the five-year period ending on the determination date and
               any contributions due but unpaid as of the determination date.

          (3)  For purposes of paragraphs (1) and (2), the value of account
               balances and the present value of accrued benefits will be
               determined as of the most recent valuation date that falls within
               the 12-month period ending on the determination date, except as
               provided in Code section 416 and the regulations thereunder for
               the first and second plan years of a defined benefit plan. The
               account balances and accrued benefits of an employee (i) who is
               not a Key Employee but who was a Key Employee in a prior year, or
               (ii) who has not been credited with at least one hour of service
               with any employer maintaining the Plan at any time during the
               5-year period ending on the determination date, will be
               disregarded. The calculation of the top-heavy ratio and the
               extent to which distributions, rollovers, and transfers are taken
               into account will be made in accordance with Code section 416 and
               the regulations thereunder. When aggregating plans, the value of
               account balances and accrued benefits will be calculated with
               reference to the determination dates that fall within the same
               calendar year.

     (c)  "Required aggregation group" means (i) each qualified plan of the
          employer in which at least one Key Employee participates in the Plan
          Year containing the determination date, or any of the four preceding
          Plan Years, and (ii) any other qualified plan of the employer that
          enables a plan described in (i) to meet the requirements of Code
          sections 401(a)(4) or 410.

     (d)  "Permissive aggregation group" means the required aggregation group of
          plans plus any other plan or plans of the employer which, when
          consolidated as a group with the required aggregation group, would
          continue to satisfy the requirements of Code sections 401(a)(4) and
          410.

     (e)  "Determination date" means, for any Plan Year subsequent to the first
          Plan Year, the last day of the preceding Plan Year. For the first Plan
          Year of the Plan, the last day of that year is the determination date.

     (f)  The "determination period" for a Plan Year is the Plan Year in which
          the applicable determination date occurs and the four preceding Plan
          Years.

     (g)  The "valuation date" is the last day of each Plan Year and is the date
          as of which account balances or accrued benefits are valued for
          purposes of calculating the top-heavy ratio.

     (h)  For purposes of establishing the "present value" of benefits under a
          defined benefit plan to compute the top-heavy ratio, any benefit shall
          be discounted only for mortality and interest based on the interest
          rate and mortality table specified in the defined benefit plan for
          this purpose.

                                      -49-
<PAGE>

     (i)  If an individual has not performed services for the employer at any
          time during the five-year period ending on the determination date with
          respect to a Plan Year, any account balance or accrued benefit for
          such individual shall not be taken into account for such Plan Year.
          This subsection shall apply only to Plan Years commencing after
          December 31, 1984.

     (j)  For purposes of determining if a defined benefit plan included in a
          required aggregation group of which this Plan is a part is a Top-Heavy
          Plan, the accrued benefit to any employee (other than a Key Employee)
          shall be determined as follows:

          (1)  Under the method which is used for accrual purposes under all
               defined benefit plans maintained by the employer.

          (2)  If there is no method described in paragraph (1), as if such
               benefit accrued not more rapidly than the lowest accrual rate
               permitted under Code section 411(b)(1)(C).

     Sec. 14.3 Minimum Contribution Requirement. For any Plan Year with respect
to which the Plan is a Top-Heavy Plan, the employer contributions and
Forfeitures allocated to each Active Participant who is not a Key Employee and
whose Termination of Employment has not occurred prior to the end of such Plan
Year shall not be less than the minimum amount determined in accordance with the
following:

     (a)  The minimum amount shall be the amount equal to that percentage of the
          Participant's Compensation for the Plan Year which is the smaller of:

          (1)  3 percent.

          (2)  The percentage which is the largest percentage of Compensation
               allocated to any Key Employee from employer contributions and
               Forfeitures for such Plan Year.

               For purposes of this section, "Compensation" means the amounts
               specified in Sec. 6.1(f), subject to the limitation in Sec.
               2.6(d).

     (b)  For purposes of this section, any employer contribution attributable
          to a salary reduction or similar arrangement shall be taken into
          account with respect to any Plan Year commencing after 1984. For Plan
          Years commencing after 1988, any employer contribution attributable to
          a salary reduction or similar arrangement (including Salary Reduction
          Contributions under this Plan) may not be used to satisfy the minimum
          amount of employer contributions which must be allocated under
          subsection (a).

     (c)  This section shall not apply to any Participant who is covered under
          any other plan of the employer under which the minimum contribution or
          minimum benefit requirement applicable to Top-Heavy Plans will be
          satisfied.

     Sec. 14.4 Vesting Schedule. If the Plan is a Top-Heavy Plan, a
Participant's vested accrued benefit under the Plan derived from employer
contributions shall be the greater of the vested accrued benefit attributable to
such contributions determined under Sec. 9.2 or the vested accrued benefit
determined under the following subsections:

                                      -50-
<PAGE>

     (a)  Subject to the following subsections, the vested percentage applied to
          the Participant's Accounts attributable to employer contributions
          shall be determined from the following table:

                 Full Years of Elapsed Time            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%

     (b)  Years of Elapsed Time for purposes of this section shall be as defined
          in Sec. 3.4.

     (c)  This section shall not apply to a Participant who has no Hours of
          Service after the Plan becomes a Top-Heavy Plan.

     (d)  If the Plan ceases to be a Top-Heavy Plan and continues to be a
          non-Top-Heavy Plan until the Participant's Termination of Employment,
          the Participant's Accounts attributable to employer contributions for
          purposes of this section shall not include the portion of such
          Accounts attributable to employer contributions for periods after such
          cessation. However, for purposes of Sec. 13.1(b), the vesting schedule
          of the Plan shall be deemed to have been amended effective as of the
          first day of the Plan Year following the last Plan Year for which the
          Plan was a Top-Heavy Plan.

     Sec. 14.5 Participation under Defined Benefit Plan and Defined Contribution
Plan. If a Participant is also a participant in a defined benefit plan
maintained by the employer, with respect to any Plan Year for which the Plan is
a Top-Heavy Plan, Sec. 6.1(d) shall be applied:

     (a)  By substituting "1.0" for "1.25" in paragraphs (2)(B) and (3)(B) of
          Code section 415(e).

     (b)  By substituting "$41,500" for "$51,875" in Code section
          415(e)(6)(B)(i).

The foregoing provisions of this section shall be suspended with respect to any
individual so long as there are no employer contributions, forfeitures, or
voluntary nondeductible contributions allocated to such individual, and no
defined benefit plan accruals for such individual, either under this Plan or
under any other plan that is in a required aggregation group of plans, within
the meaning of Code section 416(g)(2)(A)(i), that includes this Plan.

     Sec. 14.6 Definition of Employer. For purposes of this Article XIV, the
term "employer" means the Company and any trade or business entity under Common
Control with the Company.

     Sec. 14.7 Exception For Collective Bargaining Unit. Sections 14.3, and 14.4
shall not apply with respect to any employee included in a unit of employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more employers
if there is evidence that retirement benefits were the subject of good faith
bargaining between such employee representative and such employer or employers.


                                      -51-
<PAGE>

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS
                            ------------------------

     Sec. 15.1 Insurance Company Not Responsible for Validity of Plan. No
insurance company that issues a contract under the Plan shall have any
responsibility for the validity of the Plan. An insurance company to which an
application may be submitted hereunder may accept such application and shall
have no duty to make any investigation or inquiry regarding the authority of the
applicant to make such application or any amendment thereto or to inquire as to
whether a person on whose life any contract is to be issued is entitled to such
contract under the Plan.

     Sec. 15.2 Headings. Headings at the beginning of articles and sections
hereof are for convenience of reference, shall not be considered a part of the
text of the Plan, and shall not influence its construction.

     Sec. 15.3 Capitalized Definitions. Capitalized terms used in the Plan shall
have their meaning as defined in the Plan unless the context clearly indicates
to the contrary.

     Sec. 15.4 Gender. Any references to the masculine gender include the
feminine and vice versa.

     Sec. 15.5 Use of Compounds of Word "Here". Use of the words "hereof",
"herein", "hereunder", or similar compounds of the word "here" shall mean and
refer to the entire Plan unless the context clearly indicates to the contrary.

     Sec. 15.6 Construed as a Whole. The provisions of the Plan shall be
construed as a whole in such manner as to carry out the provisions thereof and
shall not be construed separately without relation to the context.







                                      -52-
<PAGE>

                             Certificate of Officer
                                       of
                                Hypro Corporation


     Pursuant to the authority delegated by the Board of Directors of Hypro
Corporation in resolutions dated December 31, 1999, the undersigned hereby
amends the Hypro Corporation 401(k) and Profit Sharing Plan effective February
1, 2000 by adding a new Sec. 1.9 at the end of Article I. of the Plan to read as
follows:

               Sec. 1.9 Participation by Precision Fitting & Valve Employees.
          Precision Fitting & Valve, Inc., a Minnesota corporation (hereinafter,
          "Precision") shall become a participating employer in this Plan
          effective February 1, 2000, subject to the following:

               (a)  References to the "Company" in this Plan which relate solely
                    to the Company's status as the employer of Participants (and
                    not to the Company's status as Plan Administrator or Plan
                    Sponsor) shall be deemed to include Precision for periods on
                    or after February 1, 2000.

               (b)  In the case of an individual employed by Precision on
                    February 1, 2000, the individual's service with Precision
                    prior to that date shall be deemed to have been service with
                    the Company for purposes of determining the individual's
                    eligibility to participate under Sec. 4.2(a), for purposes
                    of determining the individual's "Full Years of Elapsed Time"
                    in applying the vesting schedule in Sec. 9.2(a), and for
                    purposes of determining eligibility to share in Profit
                    Sharing Contributions for 2000 under Sec. 5.2(a)(2).
                    February 1, 2000 is the earliest Entry Date on which an
                    employee of Precision can become a Participant in this Plan.

               (c)  Contributions under Sec. 5.1 by a Participant who is an
                    employee of Precision may be made with respect to paychecks
                    issued on or after February 3, 2000, provided the
                    Participant filed the election to contribute prior to the
                    election deadline established by the Company for the
                    particular pay date. For purposes of determining allocations
                    of any Profit Sharing Contributions under Sec. 5.2(b) for
                    the 2000 Plan Year for an individual who was employed by
                    Precision on February 1, 2000, the individual's Certified
                    Earnings for 2000 shall be determined by assuming that the
                    individual was a Qualified Employee during January of 2000.


Dated:  January ___, 2000                   HYPRO CORPORATION


                                            By ________________________________
                                            Its Chief Financial Officer
<PAGE>

                             Certificate of Officer
                                       of
                                Hypro Corporation


     Pursuant to the authority delegated by the Board of Directors of Hypro
Corporation in resolutions dated December 31, 1999, the undersigned hereby
amends the Hypro Corporation 401(k) and Profit Sharing Plan effective February
1, 2000 by adding a new subsection (e) at the end of Sec. 7.5 of the Plan to
read as follows:

               (e)  Notwithstanding the requirement in the first sentence of
                    this section that Rollover Contributions be made only in
                    cash, if a Qualified Employee became an employee of the
                    Company or an Affiliate as the result of a merger, an
                    acquisition by the Company of the stock of another employer,
                    or the purchase by the Company of the assets of a trade or
                    business of another employer, and if the employee elects a
                    direct rollover to this Plan pursuant to Code section
                    401(a)(31) of the employee's benefit under a qualified
                    defined contribution plan of the previous employer, the
                    Rollover Contribution may include the transfer to this Plan
                    of any loan outstanding to the employee under the previous
                    employer's plan; provided that the loan satisfies the
                    requirements for such loans under the Internal Revenue Code,
                    the loan has not yet become taxable to the employee, and the
                    Rollover Contribution is elected within six months after the
                    date of the merger, acquisition or purchase. Upon such
                    transfer, the loan shall become subject to the provisions of
                    Sec. 9.4 and any loan administration rules established by
                    the Company. The Company may require the employee to sign a
                    replacement promissory note or issue to the employee a new
                    amortization schedule for the loan; provided, however, that
                    the payment period for the loan may not be extended.



Dated:  _____________, 2000                 HYPRO CORPORATION


                                            By ________________________________
                                               Its Chief Financial Officer
<PAGE>

                         UNANIMOUS CONSENT RESOLUTION OF
                       THE DIRECTORS OF HYPRO CORPORATION


     The undersigned, being all of the members of the Board of Directors of
Hypro Corporation, a Delaware corporation (the "Company"), hereby consent to the
following actions WITHOUT A FORMAL MEETING OF THE BOARD OF DIRECTORS, or notice
thereof:

     WHEREAS, the Company maintains the Hypro Corporation 401(k) and Profit
Sharing Plan (hereinafter referred to as the "401(k) Plan") for the exclusive
benefit of participating employees and their beneficiaries; and

     WHEREAS, this Board deems it desirable to amend the 401(k) Plan in certain
respects relating to the holding of shares of Wisconsin Energy Corporation as an
investment option under the Plan,

     NOW, THEREFORE, RESOLVED that the 401(k) Plan is hereby amended effective
as of April 27, 2000 as follows:

                                       I.

     Article II is amended by adding new Sections 2.25 and 2.26 to the end
thereof, to read as follows:

               Sec. 2.25 WEC Stock. "WEC Stock" means common stock of Wisconsin
          Energy Corporation.

               Sec. 2.26 WEC Stock Fund. "WEC Stock Fund" means any investment
          fund established under Sec. 7.3 that is invested primarily in WEC
          Stock.

                                       II.

     Section 7.6 is amended in its entirety to read as follows:

             Sec. 7.6  Voting of WEC Stock. A Participant may direct the voting
          at each annual meeting and at each special meeting of stockholders of
          Wisconsin Energy Corporation of that number of whole shares of WEC
          Stock attributable to the Participant's balance in the WEC Stock Fund
          held as an investment option under Sec. 7.3 as of the Valuation Date
          preceding the record date for such meeting. Each such Participant will
          be provided with copies of any pertinent material together with a
          request for the Participant's confidential instructions as to how such
          shares are to be voted. The Company shall direct the Funding Agency to
          vote such shares in accordance with such instructions. Any shares of
          WEC Stock allocated to Participant Accounts for which the Company has
          not received such voting instructions shall be voted by the Funding
          Agency based on the proportionate results of the instructions received
          for other shares, except to the extent the Funding Agency in its good
          faith determination concludes that other action is required in order
          to comply with its fiduciary duties under ERISA.

                                      III.

     Section 7.7 is amended by substituting "WEC" in place of "WICOR", and by
substituting "Wisconsin Energy Corporation" in place of "WICOR, Inc." each place
those terms appear in that section.
<PAGE>

                                       IV.

      Section 10.2 is amended in its entirety to read as follows:

               Sec. 10.2 Form of Distribution. Distributions will be made in
          cash only, except as provided in Sec. 9.4, and except as provided
          below:

               (a)  If any portion of the Participant's Accounts is invested in
                    the WEC Stock Fund, that portion shall be distributed in
                    full shares of WEC Stock, to the extent practicable, unless
                    the Participant (or Beneficiary following the Participant's
                    death) elects to receive the cash value of said WEC Stock
                    Fund investment by submitting a written request for such
                    cash distribution to the Company or its designated agent at
                    least 20 days before the date the distribution is to occur.

               (b)  The number of shares of WEC Stock to be distributed shall be
                    the quotient of the value of the Participant's investment in
                    the WEC Stock Fund as of the applicable Valuation Date
                    divided by the value assigned by the Funding Agency to a
                    share of WEC Stock for purposes of valuing the Fund as of
                    such Valuation Date. Any remaining value of such balance and
                    the value of the Participant's balance in other investment
                    options shall be distributed in cash. Any transfer taxes
                    payable with respect to the distribution of shares of WEC
                    Stock shall be charged to the WEC Stock Fund. When a
                    distribution from the WEC Stock Fund occurs on a Valuation
                    Date that falls between a WEC Stock dividend declaration
                    date and a WEC Stock dividend record date, the WEC Stock
                    dividend payable on shares of WEC Stock to be distributed to
                    the terminated Participant shall be allocated to such
                    Participant.

                                       V.

     Section 11.2 is amended by adding a sentence at the end of that section to
read as follows:

                    Effective April 27, 2000, the assets of the Plan are held
                    under a Master Trust that also holds the assets of other
                    qualified retirement plans sponsored by affiliates of
                    Wisconsin Energy Corporation.

Dated this 25th day of April, 2000.

                                            /s/ GEORGE E. WARDEBERG
                                            ------------------------------
                                            George E. Wardeberg

                                            /s/ THOMAS F.SCHRADER
                                            ------------------------------
                                            Thomas F. Schrader

                                            /s/ JOSEPH P. WENZIER
                                            ------------------------------
                                            Joseph P. Wenzier

                                            /s/ DONALD L. JORGENSEN
                                            ------------------------------
                                            Donald L. Jorgensen