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                                                                  Exhibit 10(SS)

                  BRUSH ENGINEERED MATERIALS INC. PENSION PLAN

                           (June 1, 2000 Restatement)

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE I. - DEFINITIONS AND INTERPRETATION....................................................................       1
         1.1  Definitions......................................................................................       1
                  (1)  Actuary.................................................................................       1
                  (2)  Administrative Committee or Committee...................................................       1
                  (3)  Administrator or Plan Administrator.....................................................       1
                  (4)  Beneficiary.............................................................................       1
                  (5)  Benefit Service.........................................................................       1
                  (6)  Company.................................................................................       1
                  (7)  Controlled Group........................................................................       1
                  (8)  Death Beneficiary.......................................................................       2
                  (9)  Effective Time..........................................................................       2
                  (10)  Employee...............................................................................       2
                  (11)  Employer...............................................................................       2
                  (12)  ERISA..................................................................................       3
                  (13)  Fiduciary..............................................................................       3
                  (14)  Month..................................................................................       3
                  (15)  Named Fiduciaries......................................................................       3
                  (16)  Normal Retirement Date.................................................................       3
                  (17)  Participant............................................................................       3
                  (18)  Pre-2000 Restatement Plan..............................................................       3
                  (19)  Plan...................................................................................       3
                  (20)  Plan Year..............................................................................       3
                  (21)  Schedule...............................................................................       3
                  (22)  Spouse.................................................................................       4
                  (23)  Trust..................................................................................       4
                  (24)  Trust Agreement........................................................................       4
                  (25)  Trustee................................................................................       4
                  (26)  Trust Fund.............................................................................       4
                  (27)  Vesting Service........................................................................       4
         1.2  Construction of Documents........................................................................       4

ARTICLE II. - FUNDING..........................................................................................       6
         2.1  Employer Contributions...........................................................................       6
         2.2  Trust Agreement..................................................................................       6
         2.3  Trust Fund.......................................................................................       6
         2.4  Payment of Benefits..............................................................................       6
         2.5  Expenses.........................................................................................       6
         2.6  Funding Policy...................................................................................       6

ARTICLE III. - ADMINISTRATIVE COMMITTEE........................................................................       7
         3.1  Appointment of Committeemen......................................................................       7
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<TABLE>
<S>                                                                                                                  <C>
         3.2  Certification of Committeemen....................................................................       7
         3.3  Administrative Committee Procedures..............................................................       7
         3.4  Rules of the Administrative Committee............................................................       7
         3.5  Function and Duties..............................................................................       7
         3.6  Reliance on Records..............................................................................       8
         3.7  Revocability of Action by the Administrative Committee...........................................       8
         3.8  Compensation and Expenses........................................................................       9
         3.9  Uniform Administration...........................................................................       9

ARTICLE IV. - CLAIMS AND REVIEW PROCEDURES.....................................................................      10
         4.1  Method of Filing Claim...........................................................................      10
         4.2  Notification to Claimant.........................................................................      10
         4.3  Review Procedure.................................................................................      10

ARTICLE V. - ADMINISTRATION OF THE PLAN AND FIDUCIARY RESPONSIBILITY...........................................      12
         5.1  Responsibility for Administration................................................................      12
         5.2  Named Fiduciaries................................................................................      12
         5.3  Delegation of Fiduciary Responsibilities.........................................................      12
         5.4  Immunities.......................................................................................      12
         5.5  Limitation on Exculpatory Provisions.............................................................      13
         5.6  Appointment of Investment Adviser or Investment Manager..........................................      13

ARTICLE VI. - MISCELLANEOUS PROVISIONS REQUIRED BY THE INTERNAL REVENUE CODE...................................      14
         6.1  General..........................................................................................      14
         6.2  Provision Pursuant to Internal Revenue Code Section 401(a)(2)....................................      14
         6.3  Provision Pursuant to Internal Revenue Code Section 401(a)(8)....................................      14
         6.4  Provision Pursuant to Internal Revenue Code Section 401(a)(4)....................................      14
         6.5  Provision Pursuant to Internal Revenue Code Sections 401(a)(12) and 414(1).......................      15
         6.6  Provision Pursuant to Internal Revenue Code Section 401(a)(14)...................................      15
         6.7  Provision Pursuant to Internal Revenue Code Section 401(a)(15)...................................      15
         6.8  Provision Pursuant to Internal Revenue Code Section 411(a)(10)(B)................................      16
         6.9  Provision Pursuant to Internal Revenue Code Sections 411(a)(11) and 417(e).......................      16
         6.10  Provision Pursuant to Internal Revenue Code Section 411(d)(3)...................................      17
         6.11  Provision Pursuant to Internal Revenue Code Section 415(b)......................................      18
         6.11A    EGTRRA Limitations on Benefits...............................................................      21
         6.12  Provision Pursuant to Internal Revenue Code Section 415(e)......................................      22
         6.13  Other Provisions Under Internal Revenue Code Section 415........................................      25
         6.14  Provision Pursuant to Internal Revenue Code Section 401(a)(9)...................................      25
         6.15  Provision Pursuant to Internal Revenue Code Section 416.........................................      28
                  (1)  Definitions.............................................................................      28
                  (2)  Determination of Top-Heavy Status.......................................................      30
                  (3)  Determination of Extra Top-Heavy Status.................................................      31
                  (4)  Top-Heavy Plan Requirements.............................................................      31
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<TABLE>
<S>                                                                                                                  <C>
                  (5)  Minimum Vesting Requirement.............................................................      31
                  (6)  Minimum Benefit Requirement.............................................................      32
                  (7)  Adjustment to Maximum Benefits and Allocations..........................................      33
                  (8)  Coordination With Other Plans...........................................................      33
                  (9)  Actuarial Assumptions...................................................................      33
                  (10)  Construction...........................................................................      33
                  (11)  Accrued Benefit........................................................................      33
         6.15A    EGTRRA Top-Heavy Provisions..................................................................      34
         6.16  Provision Pursuant to Internal Revenue Code Section 411(d)(6)...................................      35
         6.17  Provision Pursuant to Internal Revenue Code Section 401(a)(17)..................................      35
         6.18  Provision Pursuant to Internal Revenue Code Section 414(u)......................................      37
         6.19  Provision Pursuant to Internal Revenue Code Section 401(a)(31)..................................      37
         6.20  Provision Pursuant to Internal Revenue Code Section 414(n)......................................      39
         6.21  Provision Pursuant to Internal Revenue Code Section 401(a)(13)..................................      39

ARTICLE VII. - MISCELLANEOUS PROVISIONS........................................................................      41
         7.1  Employment Rights................................................................................      41
         7.2  Rights in Trust Fund.............................................................................      41
         7.3  Facility of Payment..............................................................................      41
         7.4  Severability Provision...........................................................................      41
         7.5  Action by Company................................................................................      41

ARTICLE VIII. - HEALTH BENEFITS ACCOUNT........................................................................      42
         8.1  General..........................................................................................      42
         8.2  Health Benefits Account..........................................................................      42
         8.3  Subordination of Health Benefits.................................................................      42
         8.4  Qualified Transfers of Excess Pension Assets to the Health Benefits Account......................      42
         8.5  Special Vesting Requirements.....................................................................      42
         8.6  Payment of Qualified Current Retiree Health Liabilities..........................................      43
         8.7  Definitions......................................................................................      43

ARTICLE IX. - EMPLOYERS........................................................................................      45
         9.1  Adoption by Other Employers......................................................................      45
         9.2  Costs and Expenses to be Shared..................................................................      45

ARTICLE X. - DETERMINATION OF PARTICIPATION AND BENEFITS.......................................................      46
         10.1  Employment Termination Prior to June 1, 2000....................................................      46
         10.2  Coverage and Participation......................................................................      46
         10.3  Benefits........................................................................................      46

ARTICLE XI. - MERGER OF CERTAIN PLANS INTO THE PLAN............................................................      48
         11.1  Merger of Plans.................................................................................      48
         11.2  Determination of Benefits for Merged Plans and Merged Prior Plans...............................      48
         11.3  Merger of TMI Plan..............................................................................      48
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<TABLE>
<S>                                                                                                                  <C>
         11.4  Merger of WAM Plan..............................................................................      48
         11.5  Overriding Provisions...........................................................................      49

ARTICLE XII. - AMENDMENT.......................................................................................      50
         12.1  Right to Amend..................................................................................      50
         12.2  Procedures for Amendment........................................................................      50

ARTICLE XIII. - TERMINATION....................................................................................      51
         13.1  Right to Terminate or Withdraw..................................................................      51
         13.2  Application of Assets Upon Termination..........................................................      51
         13.3  Partial Termination.............................................................................      51

ARTICLE XIV. - EFFECTIVE DATE..................................................................................      52
         14.1     General......................................................................................      52
         14.2     GUST Effective Dates.........................................................................      52
         14.3     EGTRRA Compliance............................................................................      52

SCHEDULE A  SALARIED EMPLOYEES OF THE COMPANY,  BEM SERVICES, INC., BRUSH CERAMIC PRODUCTS INC., BRUSH
         INTERNATIONAL, INC., BRUSH RESOURCES INC., BRUSH WELLMAN INC., AND ZENTRIX TECHNOLOGIES INC...........      A1

ARTICLE I. - DEFINITIONS.......................................................................................      A1
         1.1  Definitions......................................................................................      A1
                  (1)  Accrued Benefit.........................................................................      A1
                  (2)  Actuarial Equivalent....................................................................      A1
                  (3)  Age A1
                  (4)  Anticipated Benefit.....................................................................      A1
                  (5)  Beneficiary.............................................................................      A1
                  (6)  Covered Employee........................................................................      A1
                  (7)  Death Beneficiary.......................................................................      A3
                  (8)  Earnings................................................................................      A3
                  (9)  Employer................................................................................      A4
                  (10)  Employment Commencement Date...........................................................      A4
                  (11)  Employment Severance and Employment Severance Date.....................................      A4
                  (12)  Final Average Monthly Pay..............................................................      A4
                  (13)  Hour of Service........................................................................      A5
                  (14)  Long-Term Disability Benefit Contract..................................................      A7
                  (15)  Normal Retirement Date.................................................................      A7
                  (16)  Pension Commencement Date..............................................................      A7
                  (17)  Pensioner..............................................................................      A7
                  (18)  Pre-1981 Restatement Plan..............................................................      A7
                  (19)  Primary Social Security Amount.........................................................      A8
                  (20)  Qualifying Employment Severance and Qualifying Employment Severance Date...............      A9
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<TABLE>
<S>                                                                                                                <C>
                  (21)  Reemployment Commencement Date.........................................................      A9
                  (22)  Retirement.............................................................................      A9
                  (23)  Service and Years of Service...........................................................      A9
                  (24)  Year of Benefit Service................................................................     A11
                  (25)  Year of Eligibility Service............................................................     A11
                  (26)  Year of Vesting Service................................................................     A11

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION.......................................................     A12
         2.1  Commencement of Participation....................................................................     A12

ARTICLE III. - PENSION AND DEATH BENEFITS......................................................................     A13
         3.1  Pensions Prior to June 1, 2000...................................................................     A13
         3.2  Regular Pension..................................................................................     A13
         3.3  Normal Retirement Pension........................................................................     A15
         3.4  Early Retirement Pension.........................................................................     A15
         3.5  Special Early Retirement Pension.................................................................     A16
         3.6  Deferred Vested Pension..........................................................................     A17
         3.7  Disability Benefits..............................................................................     A18
         3.8  Pre-Retirement Surviving Spouse Pension..........................................................     A19
         3.9  Post-Retirement Death Benefit....................................................................     A21

ARTICLE IV. - OPTIONAL FORMS OF BENEFITS.......................................................................     A22
         4.1  50% Qualified Joint and Survivor Annuity.........................................................     A22
         4.2  Other Options....................................................................................     A22
         4.3  Small Lump Sum Option............................................................................     A25
         4.4  Participant Elections............................................................................     A25

ARTICLE V. - VARIOUS PROVISIONS CONCERNING PENSIONS............................................................     A27
         5.1  Application for Pensions.........................................................................     A27
         5.2  Payment of Pensions..............................................................................     A27
         5.3  No Duplication of Benefits.......................................................................     A28
         5.4  Transfers To and From Plan Coverage..............................................................     A28
         5.5  Reemployment of Pensioners.......................................................................     A28
         5.6  Employee Contributions...........................................................................     A32
                  (1)  General.................................................................................     A32
                  (2)  Increased Pensions......................................................................     A32
                  (3)  Withdrawal of Contributions.............................................................     A32
                  (4)  Return of Employee Contributions........................................................     A33

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<TABLE>
<S>                                                                                                                 <C>
SCHEDULE AI COVERED PLANTS, LOCATIONS, OPERATING UNITS AND CLASSIFICATIONS OF EMPLOYEES........................     A36

SCHEDULE B  HOURLY EMPLOYEES OF BEM SERVICES, INC., BRUSH CERAMIC PRODUCTS INC., BRUSH RESOURCES INC., BRUSH
         WELLMAN INC., METALS ENGINEERING COMPANY, AND ZENTRIX TECHNOLOGIES INC................................      B1

ARTICLE I. - SPECIAL DEFINITIONS...............................................................................      B1
         1.1  Definitions......................................................................................      B1
                  (1)  Accrued Benefit.........................................................................      B1
                  (2)  Actuarial Equivalent....................................................................      B1
                  (3)  Beneficiary.............................................................................      B1
                  (4)  Break in Service and 1-Year Break in Service............................................      B1
                  (5)  Covered Employee........................................................................      B2
                  (6)  Deferred Vested Pension.................................................................      B3
                  (7)  Delta Mill Employee.....................................................................      B3
                  (8)  Disability Pension......................................................................      B3
                  (9)  Early Retirement Pension................................................................      B3
                  (10)  Employer...............................................................................      B3
                  (11)  Hour of Service........................................................................      B3
                  (12)  Normal Retirement Date.................................................................      B5
                  (13) [Reserved]..............................................................................      B5
                  (14)  Pension Commencement Date..............................................................      B5
                  (15)  Pensioner..............................................................................      B5
                  (16)  Pre-Retirement Death Surviving Spouse Pension..........................................      B5
                  (17)  Qualifying Termination.................................................................      B5
                  (18)  Retirement.............................................................................      B6
                  (19)  Service and Years of Service...........................................................      B6
                  (20)  Year of Benefit Service................................................................      B9
                  (21)  Year of Eligibility Service............................................................      B9
                  (22)  Year of Vesting Service................................................................      B9

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION.......................................................     B10
         2.1  Commencement of Participation....................................................................     B10
         2.2  Termination of Participation.....................................................................     B10

ARTICLE III. - ELIGIBILITY FOR PENSIONS........................................................................     B11
         3.1  Benefits for Former Employees Terminated before June 1, 2000.....................................     B11
         3.2  Normal Retirement................................................................................     B11
         3.3  Early Retirement.................................................................................     B11
         3.3A  Special Early Retirement Pension................................................................     B11
         3.4  Deferred Vested Terminations.....................................................................     B12
         3.5  Disability Retirement............................................................................     B12
         3.6  Pre-Retirement Death Surviving Spouse Pension....................................................     B12
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<TABLE>
<S>                                                                                                                 <C>
         3.7  Non-Duplication of Early Retirement, Disability and Deferred Vested Pensions.....................     B13
         3.8  [Reserved].......................................................................................     B13
         3.9  Death Benefit for Certain Employees Who Die Prior to Age 55......................................     B13
         3.10  Death Benefit for Certain Participants Who Commence Disability Pension Prior to Age 55..........     B13
         3.11  Transfers of Employment.........................................................................     B13

ARTICLE IV. - PENSION AND DEATH BENEFITS.......................................................................     B14
         4.1  Regular Pensions.................................................................................     B14
         4.2  Normal Retirement Pensions.......................................................................     B19
         4.3  Early Retirement Pensions........................................................................     B19
         4.3A  Special Early Retirement Pensions...............................................................     B19
         4.4  Deferred Vested Pensions.........................................................................     B20
         4.5  Disability Pensions..............................................................................     B20
         4.6  Pre-Retirement Death Surviving Spouse Pensions...................................................     B20
         4.7  Optional Forms of Benefits.......................................................................     B22
                  (1)  Early Income Option.....................................................................     B22
                  (2)  Joint Pensioner Option..................................................................     B23
                  (3)  Automatic Qualified Joint and Survivor Annuity Benefit..................................     B23
         4.7A  Small Lump Sum Option...........................................................................     B25
         4.8  Participant Elections............................................................................     B25
         4.9  Special Age 65 Benefit...........................................................................     B26
         4.10  Death Benefit for Certain Employees Who Die Prior to Age 55.....................................     B26
         4.11  Death Benefit for Certain Participants Who Commence Disability Pension Prior to Age 55..........     B26
         4.12  Increased Pre-Retirement Death Surviving Spouse Pension for Certain Employees Who Die Prior to
                  Age 65.......................................................................................     B27
         4.13  Newburyport Employees...........................................................................     B27

ARTICLE V. - VARIOUS PROVISIONS CONCERNING PENSIONS............................................................     B28
         5.1  Application for Pensions.........................................................................     B28
         5.1A Commencement and Duration of Pensions............................................................     B28
         5.2  Payment of Pensions..............................................................................     B29
         5.2A Deduction of Other Benefits......................................................................     B30
         5.3  Transfers To and From Plan Coverage..............................................................     B31
         5.4  Reemployment of Pensioners.......................................................................     B31
</TABLE>


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<TABLE>
<S>                                                                                                                 <C>
SCHEDULE BI COVERED PLANTS, LOCATIONS, OPERATING UNITS AND CLASSIFICATIONS OF EMPLOYEES........................     B35

SCHEDULE C SALARIED AND HOURLY EMPLOYEES OF TECHNICAL MATERIALS, INC...........................................      C1

ARTICLE I. - SPECIAL DEFINITIONS...............................................................................      C1
         1.1      Definitions..................................................................................      C1
                  (1)  Accrued Benefit.........................................................................      C1
                  (2)  Actuarial Equivalent....................................................................      C1
                  (3)  Age C1
                  (4)  Beneficiary.............................................................................      C1
                  (4A)  Controlled Group.......................................................................      C1
                  (5)  Covered Employee........................................................................      C1
                  (6)  Death Beneficiary.......................................................................      C2
                  (7)  Earnings................................................................................      C3
                  (8)  Employer................................................................................      C3
                  (8A)  Employment Commencement Date...........................................................      C4
                  (9)  Employment Severance and Employment Severance Date......................................      C4
                  (10)  Final Average Monthly Pay..............................................................      C4
                  (11)  Hour of Service........................................................................      C4
                  (12)  Long-Term Disability Benefit Contract..................................................      C6
                  (13)  Normal Retirement Date.................................................................      C6
                  (14)  Pension Commencement Date..............................................................      C6
                  (15)  Pensioner..............................................................................      C7
                  (16)  Pre-1985 Plan..........................................................................      C7
                  (17)  Plan Year..............................................................................      C7
                  (17A)  Qualifying Employment Severance and Qualifying Employment Severance Date..............      C7
                  (18)  Reemployment Commencement Date.........................................................      C7
                  (19)  Retirement.............................................................................      C7
                  (20)  Service and Years of Service:..........................................................      C7
                  (21)  Year of Benefit Service................................................................      C9
                  (22)  Year of Eligibility Service............................................................      C9
                  (23)  Year of Vesting Service................................................................      C9

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION IN THE PLAN...........................................     C10
         2.1  Commencement of Participation....................................................................     C10

ARTICLE III. - PENSION AND DEATH BENEFITS......................................................................     C11
         3.1  Pensions Prior to June 1, 2000...................................................................     C11
         3.2  Normal Retirement Pension........................................................................     C11
         3.3  Late Retirement Pension..........................................................................     C11
         3.4  Early Retirement Pension.........................................................................     C11
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<TABLE>
<S>                                                                                                                 <C>
         3.5  Deferred Vested Pension..........................................................................     C12
         3.6  Disability Retirement for Certain Hourly Covered Employees.......................................     C12
         3.7  Disability Benefits for Certain Salaried Covered Employees.......................................     C13
         3.8  Pre-Retirement Surviving Spouse Pension..........................................................     C14
         3.9  [Reserved].......................................................................................     C16
         3.10  Normal Form of Benefit Payments.................................................................     C17

ARTICLE IV. - OPTIONAL FORMS OF BENEFITS.......................................................................     C18
         4.1  50% Qualified Joint and Survivor Annuity.........................................................     C18
         4.2  Other Options....................................................................................     C18
         4.3  Small Lump Sum Option............................................................................     C19
         4.4  Participant Elections............................................................................     C19

ARTICLE V. - VARIOUS PROVISIONS CONCERNING PENSIONS............................................................     C22
         5.1  Application for Pensions.........................................................................     C22
         5.2  Payment of Pensions..............................................................................     C22
         5.3  No Duplication of Benefits.......................................................................     C23
         5.4  Transfers To and From Plan Coverage..............................................................     C23
         5.5  Reemployment of Pensioners.......................................................................     C23

ARTICLE VI - ACTUARIAL DETERMINATIONS..........................................................................     C27
         6.1  Actuarial Determinations.........................................................................     C27

ARTICLE VII. - TMI PENSION PLAN FOR SALARIED EMPLOYEES.........................................................     C29
         7.1  Crediting of Earnings, Years of Eligibility Service, Years of Vesting Service and Years of
                  Benefit Service..............................................................................     C29
         7.2  Accrued Benefit..................................................................................     C29

SCHEDULE D  SALARIED AND HOURLY EMPLOYEES OF WILLIAMS ADVANCED MATERIALS INC...................................      D1

ARTICLE I. - SPECIAL DEFINITIONS...............................................................................      D1
         1.1      Definitions..................................................................................      D1
                  (1)  Accrued Benefit.........................................................................      D1
                  (2)  Actuarial Equivalent....................................................................      D1
                  (2A)  Controlled Group.......................................................................      D2
                  (3)  Covered Compensation....................................................................      D2
                  (4)  Covered Employee........................................................................      D2
                  (5)  Credited Service........................................................................      D2
                  (6)  Employer................................................................................      D6
                  (7)  Years of Credited Service, Hours of Service and Breaks in Service.......................      D6

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION.......................................................      D8
         2.1  Commencement of Participation....................................................................      D8
         2.2  Change in Employment Classification..............................................................      D8
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<TABLE>
<S>                                                                                                                 <C>
ARTICLE III. - PENSION BENEFITS................................................................................      D9
         3.1  Normal Retirement Pension........................................................................      D9
         3.2  Early Retirement Pension.........................................................................      D9
         3.3  Deferred Vested Pension..........................................................................      D9

ARTICLE IV. - AMOUNT OF BENEFIT................................................................................     D10
         4.1  Normal Retirement Benefit........................................................................     D10
         4.2  Early Retirement Benefit.........................................................................     D10
         4.3  Deferred Vested Retirement Benefit...............................................................     D10
         4.4  Late Retirement Benefit..........................................................................     D10
         4.5  Annual Compensation..............................................................................     D10

ARTICLE V. - PAYMENT OF RETIREMENT BENEFITS....................................................................     D13
         5.1  Retirement Benefit Commencement Date.............................................................     D13
         5.2  Normal Method of Payment - Unmarried Participant.................................................     D14
         5.3  Normal Method of Payment - Married Participant...................................................     D14
         5.4  Married Participant's Options....................................................................     D14
         5.4A  Unmarried Participant's Options.................................................................     D16
         5.5  Optional Forms of Payment........................................................................     D17
         5.6  Small Payment Provisions.........................................................................     D18
         5.7  Qualified Preretirement Survivor Annuity.........................................................     D18
         5.8  TEFRA Distribution Election......................................................................     D20
         5.1  Retirement Benefit Commencement Date.............................................................      D13
         5.2  Normal Method of Payment - Unmarried Participant.................................................      D14
         5.3  Normal Method of Payment - Married Participant...................................................      D14
         5.4  Married Participant's Options....................................................................      D14
         5.4A  Unmarried Participant's Options.................................................................      D16
         5.5  Optional Forms of Payment........................................................................      D17
         5.6  Small Payment Provisions.........................................................................      D18
         5.7  Qualified Preretirement Survivor Annuity.........................................................      D18
         5.8  TEFRA Distribution Election......................................................................      D20
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                  BRUSH ENGINEERED MATERIALS INC. PENSION PLAN
                           (June 1, 2000 Restatement)

                  Brush Engineered Materials Inc., an Ohio corporation, pursuant
to the order of its Board of Directors, hereby (amends and) restates, effective
as provided herein, the Brush Engineered Materials Inc. Pension Plan, which is
currently maintained under a document titled Brush Wellman Inc. Pension Plan for
Salaried Employees (As Amended and Restated as of June 1, 1994, as amended).

ARTICLE I. - DEFINITIONS AND INTERPRETATION

                  1.1 Definitions. Except as otherwise provided in an applicable
Schedule to the Plan, the following terms when used herein with initial capital
letters shall have the following respective meanings unless the context clearly
indicates otherwise:

                  (1) Actuary: An individual actuary who is an enrolled actuary
under the provisions of Section 3042 of ERISA or a firm of actuaries, at least
one of whose members is such an enrolled actuary, which individual or firm is
selected from time to time by the Company.

                  (2) Administrative Committee or Committee: The committee
provided for in Article III.

                  (3) Administrator or Plan Administrator: The Company.

                  (4) Beneficiary: A Participant's Death Beneficiary, his Spouse
or any other person (other than such Participant) who is or becomes entitled
under the Plan, or under an option or options permitted by the terms of the
Plan, to receive any part or all of a pension or other benefit payable with
respect to such Participant.

                  (5) Benefit Service: With respect to a Participant, the
service used to determine the amount of any benefit under the applicable
Schedule.

                  (6) Company: Brush Wellman Inc., an Ohio corporation, in
respect of periods prior to the Effective Time and Brush Engineered Materials
Inc., an Ohio corporation, in respect of periods from and after the Effective
Time.

                  (7) Controlled Group: The Company and any corporation which is
a member of a controlled group of corporations of which the Company is also a
member, as determined under Section 1563(a) of the Internal Revenue Code,
without regard to Section 1563(a)(4) and Section 1563(e)(3)(C) of the Internal
Revenue Code. Furthermore, the term shall include any trade or business (whether
or not incorporated) which is a member of a group under common control of which
the Company is also a member, as determined under Section 414(c) of the Internal
Revenue Code. The term also shall include each organization which is a member of
an affiliated service group of which the Company is also a member, as determined
under Section 414(m) of the Internal Revenue Code, and any entity, other than
the Company, which is required to be aggregated with the Company under Section
414(o) of the


                                      -1-
<PAGE>

Internal Revenue Code. Each corporation or unincorporated trade or business that
is or was a member of the Controlled Group shall be referred to as a "Controlled
Group Member" but only during such period as it is or was a member of the
Controlled Group.

                  (8) Death Beneficiary: (a) A Participant's Death Beneficiary
shall be his Spouse if such Spouse survives him, and if such Spouse's death
occurs after the Participant's death, the Participant's Death Beneficiary shall
be such Spouse's estate.

                  (b) If a Participant has no Spouse at the time of his death or
his Spouse consents (in the manner hereinafter described in this paragraph (b))
to the designation hereinafter provided for in this paragraph (b), his Death
Beneficiary shall be such person or persons (other than, or in addition to, his
Spouse in the case of a married Participant) as may be designated by a
Participant as his death beneficiary or contingent death beneficiary under the
Plan. Such a designation may be made, revoked or changed only by an instrument
(in a form acceptable to the Committee) which is signed by the Participant,
which, if he has a Spouse, includes his Spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
Spouse being named as the Participant's sole Death Beneficiary), and which is
filed with the Committee before the Participant's death. A Spouse's written
consent required by this paragraph (b) shall be signed by the Spouse, shall
acknowledge the effect of such consent, shall be witnessed by any person
designated by the Committee as a Plan representative or by a notary public and
shall be effective only with respect to such Spouse. A person designated by a
Participant as a Death Beneficiary who ceases to exist shall not be entitled to
any payment thereafter to be made to the Participant's Death Beneficiary;
provided, however, that if a Participant's designation includes his Spouse, such
Spouse's death occurs after the Participant's death and such designation does
not provide that payments otherwise to be made to the Spouse shall be made to
some other person or persons after such Spouse's death, such payments shall be
made to the Spouse's estate. At any time when all the persons designated by the
Participant as his Death Beneficiary have ceased to exist, his Death Beneficiary
shall be his Spouse or, if he does not then have a Spouse (and his Spouse's
estate is not entitled to payments pursuant to the provisions of the immediately
preceding sentence), such relative or relatives of the Participant (by blood,
marriage or adoption) and in such proportions as the Committee may select, or,
in the discretion of the Committee, the Participant's estate.

                  (c) If a Participant has no Spouse and he has not made an
effective Death Beneficiary designation pursuant to paragraph (b) above, his
Death Beneficiary shall be determined by the Committee as provided in the last
sentence of such paragraph (b).

                  (9) Effective Time: The "Effective Time" as defined in that
certain Agreement of Merger executed or to be executed by and among Brush Merger
Co., Brush Wellman Inc., and Brush Engineered Materials Inc.

                  (10) Employee: An employee of any Controlled Group Member.

                  (11) Employer: The Company and any other Controlled Group
Member that is an Employer as determined in accordance with Article IX.


                                      -2-
<PAGE>

                  (12) ERISA: The Employee Retirement Income Security Act of
1974, as the same has been and may be amended from time to time.

                  (13) Fiduciary: Any person who (A) exercises any discretionary
authority or discretionary control respecting management of the Plan or the
Trust Fund or exercises any authority or control respecting management or
disposition of assets of the Trust Fund, (B) renders investment advice for a fee
or other compensation, direct or indirect, with respect to any part of the Trust
Fund, or has any authority or responsibility to do so, or (C) has any
discretionary authority or discretionary responsibility in the administration of
the Plan or the Trust Fund. The term "Fiduciary" shall also include any person
to whom a Named Fiduciary delegates any of its or his fiduciary responsibilities
in accordance with the provisions of the Plan or Trust Agreement.

                  (14) Month: A calendar month.

                  (15) Named Fiduciaries: The persons designated in or pursuant
to Section 5.2.

                  (16) Normal Retirement Date: The date on which an Employee
attains his Normal Retirement Date as defined under the Schedule applicable to
such Employee.

                  (17) Participant: A person who has satisfied the eligibility
requirements to participate in the Plan and whose participation has not
terminated, provided that where the term "Participant" is used in a Schedule, it
shall mean a person who has satisfied the eligibility requirements for
participation under such Schedule and whose participation in the Plan has not
terminated.

                  (18) Pre-2000 Restatement Plan: The provisions of the Plan as
in effect prior to June 1, 2000 at the time or times relevant or applicable with
respect to a Participant, including to the extent relevant or applicable the
provisions of any plan that has been merged into the Plan as described in
Article XI (hereinafter referred to as a "Merged Plan") and the provisions of
any plan that was merged with or into a Merged Plan prior to the time the Merged
Plan was merged into the Plan as in effect at the time or times relevant or
applicable with respect to a Participant, or as any or all of such provisions
may be amended as provided in Article XII.

                  (19) Plan: Brush Engineered Materials Inc. Pension Plan, as
the same is hereby and may hereafter be amended or restated from time to time.

                  (20) Plan Year: The twelve-month period from June 1 through
the next following May 31.

                  (21) Schedule: Each schedule of the Plan providing the terms
and conditions of benefits under the Plan as in effect from time to time. (Each
such schedule is a part of the Plan and a part of this instrument.)


                                      -3-
<PAGE>

                  (22) Spouse: The person to whom a Participant is legally
married at the specified time and subject to such other requirements as shall be
set forth in particular provisions of the Plan.

                  (23) Trust: The trust created by the Trust Agreement.

                  (24) Trust Agreement: The pension trust agreement between the
Company and the Trustee providing among other things for the Trust and for the
Trust Fund, as the same may be amended, supplemented or restated from time to
time.

                  (25) Trustee: The trustee under the Trust Agreement.

                  (26) Trust Fund: The trust estate held in trust under the
provisions of the Plan and Trust Agreement, without distinction as to principal
or income.

                  (27) Vesting Service: With respect to a Participant, the
service used to determine vesting under an applicable Schedule.

                  1.2 Construction of Documents. (1) Unless the context clearly
otherwise requires, masculine words wherever used in the Plan or in the Trust
Agreement shall include feminine and neuter words.

                  (2) Unless the context clearly otherwise requires, wherever
the word "person" appears in the Plan, it shall refer to both natural and legal
persons.

                  (3) Where headings have been supplied for portions of the Plan
and of the Trust Agreement (other than the headings to the subsections in
Section 1.1), they have been supplied for convenience only and are not to be
taken as limiting or extending the meaning of any of such portions of such
documents.

                  (4) A number of the provisions of the Plan and of the Trust
Agreement are designed to contain provisions required or contemplated by certain
federal laws and/or regulations thereunder. All such provisions are intended to
have the meaning required or contemplated by such provisions of such law or
regulations and shall be construed in accordance with valid regulations and
valid published governmental rulings and interpretations of such provisions. In
applying such provisions of the Plan or of the Trust Agreement, each Fiduciary
may rely (and shall be protected in relying) on any determination or ruling made
by any agency of the United States Government that has authority to issue
regulations, rulings or determinations with respect to the federal law thus
involved.

                  (5) Except to the extent federal law controls, the Plan and
Trust Agreement shall be governed, construed and administered according to the
laws of the State of Ohio. All persons accepting or claiming benefits under the
Plan or Trust Agreement shall be bound by and deemed to consent to their
provisions.


                                      -4-
<PAGE>

                  (6) Where section references appear in a Schedule, such
references shall apply to the sections of such Schedule unless the context
clearly implies otherwise.


                                      -5-
<PAGE>

ARTICLE II. - FUNDING

                  2.1 Employer Contributions. Each Employer shall contribute and
pay into the Trust Fund in cash or in property of any kind, to be held and
administered in trust pursuant to the terms of the Plan and the Trust Agreement,
such amounts and at such times as the Employer shall from time to time
determine. The value of any property so contributed shall be its fair market
value at the time it is so contributed. Each such contribution shall be on the
condition that the contribution is deductible under Section 404 of the Internal
Revenue Code (or any successor thereto).

                  2.2 Trust Agreement. The Company has executed the Trust
Agreement for the purpose of creating a trust to provide for the payment of
benefits under the provisions of the Plan. The Trustee in its relation to the
Plan shall be entitled to all the rights, privileges, immunities and benefits
conferred upon it, and shall be subject to all the duties and responsibilities
imposed upon it, under the Plan and the Trust Agreement. The Trust Agreement is
hereby incorporated into the Plan by reference. Each Employer, by adopting the
Plan, approves the Trust Agreement and any amendment or supplement thereto which
may be adopted in accordance with the terms of the Trust Agreement.

                  2.3 Trust Fund. The Trust Fund shall be held in trust by the
Trustee and shall be administered in accordance with the provisions of the Trust
Agreement. Neither the Trustee, the Administrative Committee, the Actuary nor
any Employer in any manner guarantees the Trust Fund or any part thereof against
loss or depreciation.

                  2.4 Payment of Benefits. Except as provided by applicable law,
(A) all payments of benefits provided for in the Plan (less any deductions
provided for in the Plan) shall be made solely out of the Trust Fund, (B)
neither the Actuary, any Employer nor the Trustee (in its individual capacity)
shall be in any manner liable for benefits payable under the Plan and (C) such
benefits shall be only such as can be provided by the assets in the Trust Fund.

                  2.5 Expenses. Except as otherwise provided in the Plan, in the
Trust Agreement or by applicable law, all expenses of administering the Plan and
Trust, including fees assessed against the Plan, the Trust, the Trustee, the
Plan Administrator, the Company, the other Employers and the Administrative
Committee, shall be paid from the Trust Fund as a general charge thereon, unless
the Company or another Employer elects to make payment thereof directly from its
general assets; provided, however, that no person who receives full-time pay
from an employer shall be entitled to compensation in violation of Section
408(c)(2) of ERISA. Notwithstanding the foregoing, any fees and expenses of the
Actuary for services rendered in connection with the termination or partial
termination of the Plan shall be considered expenses of (and shall be paid from)
the Trust Fund.

                  2.6 Funding Policy. To the extent such has not already been
done, the Company shall determine, establish and carry out a funding policy and
method consistent with the objectives of the Plan and the requirements of law.


                                      -6-
<PAGE>

ARTICLE III. - ADMINISTRATIVE COMMITTEE

                  3.1 Appointment of Committeemen. The Administrative Committee
shall consist of three or more committeemen who may be, but are not required to
be, Participants, Employees or directors of an Employer. The committeemen and
their successors shall be appointed by the Chief Executive Officer of the
Company to serve for such terms as such Chief Executive Officer may fix, and
appointees shall signify their acceptance thereof in writing to such Chief
Executive Officer. Any committeemen may be removed at any time by the Chief
Executive Officer of the Company, who may also increase, or decrease to not less
than three, the number of committeemen. Any committeeman may resign by
delivering his written resignation to the Chief Executive Officer of the
Company. Upon the existence of any vacancy in the membership of the
Administrative Committee, the Chief Executive Officer of the Company shall
appoint a successor, unless the number of committeemen is decreased as above
provided.

                  3.2 Certification of Committeemen. The Company shall certify
the number and names of the members of the Administrative Committee to the
Trustee. The Trustee may rely upon such certification until it receives written
notice from the Company as to a change in the membership of the Administrative
Committee.

                  3.3 Administrative Committee Procedures. The Administrative
Committee may adopt, and amend from time to time, such rules for its government
and the conduct of its business as it deems advisable, including a rule
authorizing one or more of its members or its officers to execute instruments on
its behalf evidencing its action and the Trustee and any other persons may rely
on any instrument signed by such a person or persons so authorized as properly
evidencing the action of the Administrative Committee. The Administrative
Committee may from time to time, by resolution adopted by it, delegate to one or
more of its members or officers, to a sub-committee or sub-committees or to an
agent or agents of the Administrative Committee, such of its functions and
duties as the Administrative Committee deems advisable. The Administrative
Committee shall elect its chairman from its membership, and may elect other
officers who need not be committeemen. Except as may otherwise be provided by
rules or procedures adopted by the Administrative Committee, the Administrative
Committee may act by majority action either at a meeting or in writing without a
meeting and any action which purports to be an action of the Administrative
Committee and which is evidenced by the signatures of a majority of the
committeemen shall be deemed to be the action of the Administrative Committee.

                  3.4 Rules of the Administrative Committee. The Administrative
Committee may from time to time adopt rules for the administration of the Plan.
Such rules may be amended by the Administrative Committee from time to time, but
such rules, as the same may be amended, (A) insofar as they apply to the rights
of Participants, shall be uniform in their application to all Participants who
are similarly situated, and (B) shall not be inconsistent with the terms of the
Plan or Trust Agreement.

                  3.5 Function and Duties. (1) The Administrative Committee
shall have such functions and duties and only such functions and duties as are
specifically conferred upon it


                                      -7-
<PAGE>

by the Plan or the Trust Agreement or as may be delegated to it pursuant to
Section 5.3. A committeeman shall not be disqualified from acting because of any
interest, benefit or advantage, inasmuch as committeemen may be directors of an
Employer, Employees or Participants, but no committeeman shall vote or act in
connection with the Administrative Committee's action relating solely to
himself. Except as may be required by law, no bond or other security need be
required by any committeeman in such capacity in any jurisdiction.

                  (2) The Administrative Committee may interpret the provisions
of the Plan, determine the rights and status under the Plan of Participants and
other persons, decide disputes arising under the Plan, remedy any ambiguities,
inequities or inconsistencies in the Plan, determine the eligibility of former
Employees and other persons to benefits under the Plan and make any findings of
fact necessary for the determination of any benefits payable hereunder and the
amount thereof. Subject to the provisions of Section 3.7 and Article III, such
determinations and findings made in good faith shall be final and conclusive, to
the extent permitted by law, as to all persons for all purposes of the Plan. The
Administrative Committee shall direct the Trustee relative to benefits to be
paid under the Plan (or cause the Trustee to be so directed) and shall furnish
the Trustee with any information reasonably required by it for the purpose of
the payment of such benefits.

                  (3) The Administrative Committee may adopt, and amend from
time to time, such actuarial factors, tables, assumptions and procedures to be
used for actuarial valuations and determinations of the normal cost and
actuarial requirements of the Plan as the Committee deems necessary or
desirable.

                  (4) The Administrative Committee may employ such clerical,
legal, actuarial, accounting or other assistance as it deems necessary or
advisable for the proper performance of its functions and duties under the Plan.

                  (5) Although various provisions of the Plan provide for the
filing with the Administrative Committee of various instruments, the Company
may, by general announcement, specifically designate some other person(s) with
whom or which any or all such instruments may be filed.

                  3.6 Reliance on Records. The Administrative Committee may rely
upon the records of any Controlled Group Member, the Actuary or the Trustee or
upon any certificate, statement or other representation made to it by an
Employee, a Participant, a Beneficiary, any Controlled Group Member, the Actuary
or the Trustee or any director or officer of any Controlled Group Member
concerning any fact required to be determined under any of the provisions of the
Plan and shall not be required to make inquiry into the propriety of any action
by any Controlled Group Member, the Actuary or the Trustee.

                  3.7 Revocability of Action by the Administrative Committee.
Any action taken by the Administrative Committee with respect to the rights or
benefits of any person under the Plan shall be revocable by the Administrative
Committee as to payments or distributions not theretofore made, pursuant to such
action, from the Trust Fund; and appropriate adjustments may be made in future
payments or distributions to a Participant or his Beneficiaries to offset any


                                      -8-
<PAGE>

excess payment or underpayment theretofore made to such Participant or his
Beneficiaries from the Trust Fund.

                  3.8 Compensation and Expenses. The members of the
Administrative Committee shall serve without compensation for their services as
committeemen unless the Chief Executive Officer of the Company shall provide for
compensation for such services. The reasonable expenses of the Administrative
Committee shall be paid as provided in Section 2.5; provided, however, that any
reasonable expenses of the Administrative Committee that cannot be or are not
paid from the Trust Fund shall be paid by the Employers.

                  3.9 Uniform Administration. All action taken by the
Administrative Committee under the Plan shall treat all persons similarly
situated in a uniform and consistent manner.


                                      -9-
<PAGE>

ARTICLE IV. - CLAIMS AND REVIEW PROCEDURES

                  4.1 Method of Filing Claim. Any Participant or Beneficiary who
believes that he is entitled to have received a benefit under the Plan which he
has not received may file with the personnel office of the Company a written
claim, signed by him or his duly authorized representative, specifying the basis
for his claim and the facts upon which he relies in making such claim. Such
claim shall be deemed filed when delivered to such personnel office which shall
promptly transmit such claim to the Administrative Committee.

                  4.2 Notification to Claimant. Each specific application for a
benefit which is denied shall be accompanied by written notification of such
denial by the Administrative Committee or its designee. Except as provided in
the immediately following sentence, such notification shall specify the reasons
for the denial, making specific reference to pertinent Plan provisions, and
advising the claimant of the procedure for the appeal of the denial. For an
application for a benefit filed after December 31, 2001, the notification shall
include the following: (i) specific reason or reasons for the adverse
determination, (ii) reference to the specific Plan provisions on which the
determination is based, (iii) a description of any additional material or
information necessary for the applicant to perfect the application and an
explanation of why such material or information is necessary, and (iv) a
description of the Plan's review procedures and the time limits applicable to
such procedures, including a statement regarding the right to bring a civil
action under Section 502(a) of ERISA following an adverse benefit determination
on review. For an application for a benefit filed after December 31, 2001, the
Administrative Committee shall notify the claimant of the Plan's adverse benefit
determination within a reasonable period of time, but not later than 90 days
after receipt of the application by the Administrative Committee, unless the
Administrative Committee determines that special circumstances require an
extension of time for processing the application. If an extension of time for
processing the application is needed, written notice of the extension will be
furnished to the claimant prior to the termination of the initial 90-day period.
The extension notice will indicate the special circumstances requiring an
extension of time and the date by which the Administrative Committee expects to
render the benefit determination. The extension of time for processing the
application will not exceed a period of 90 days from the end of such initial
period.

                  4.3 Review Procedure. A Participant or Beneficiary, or his or
her duly authorized representative, may appeal a denial of his or her claim for
a benefit under the Plan by filing with the personnel office of the Company a
written request for a review of the claim. An appeal must be submitted in
writing within 60 days after the denial and must (i) request a review of the
claim for benefits under the Plan, (ii) set forth all of the grounds upon which
the claimant's request for review is based and any facts in support thereof, and
(iii) set forth any issues or comments which the claimant deems pertinent to the
appeal. A Named Fiduciary designated by the Chief Executive Officer of the
Company shall conduct a full and fair review of the claim so filed within such
60-day period. For an application for a benefit filed after December 31, 2001,
without limiting the foregoing provisions of this Section 4.3, the claimant will
be given the opportunity to submit written comments, documents, records, and
other information relating to the application for benefits. Except as provided
in the immediately following sentence, the Named Fiduciary will act upon each
appeal within 60 days after receipt thereof unless special


                                      -10-
<PAGE>

circumstances require an extension of the time for processing, in which case a
decision will be rendered as soon as possible, but not later than 120 days after
the appeal is received. For an application for a benefit filed after December
31, 2001, the Named Fiduciary will act upon each appeal within a reasonable
period of time, but not later than 60 days after receipt thereof unless special
circumstances require an extension of the time for processing, in which case a
decision will be rendered as soon as possible, but not later than 120 days after
the appeal is received. For an application for a benefit filed after December
31, 2001, if an extension of time for processing the application is needed, the
Named Fiduciary will furnish written notice of the extension to the claimant
prior to the termination of the initial 60-day period. The extension notice will
indicate the special circumstances requiring an extension of time and the date
by which the Named Fiduciary expects to render the determination on review. The
claimant will be given the opportunity to review pertinent documents or
materials upon submission of a written request to the Named Fiduciary, provided
said Named Fiduciary finds that the requested documents or materials are
pertinent to the appeal. For an application for a benefit filed after December
31, 2001, a claimant will be provided upon submission of a written request to
the Named Fiduciary and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant's application
for benefits. On the basis of its review, the Named Fiduciary will make an
independent determination of the claimant's eligibility for benefits under the
Plan. For an application for a benefit filed after December 31, 2001, the review
by the Named Fiduciary will take into account all comments, documents, records,
and other information submitted by the claimant relating to the application,
without regard to whether such information was submitted or considered in the
initial benefit determination. The decision of the Named Fiduciary on any claim
for benefits will be final and conclusive upon all parties thereto. Except as
provided in the immediately following sentence, in the event said Named
Fiduciary denies an appeal in whole or in part, it will give written notice of
the decision to the claimant, which notice will set forth in a manner calculated
to be understood by the claimant the specific reasons for such denial and will
make specific reference to the pertinent Plan provisions on which the decision
was based. For an application for a benefit filed after December 31, 2001, said
Named Fiduciary will provide the claimant with written notification of the
Plan's benefit determination on review, which notice, in case of an adverse
benefit determination, will set forth in a manner calculated to be understood by
the claimant (i) the specific reason or reasons for the adverse benefit
determination, (ii) reference to the specific plan provisions on which the
benefit determination is based, (iii) a statement that the claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claimant's
claim for benefits, and (iv) a statement of the claimant's right to bring an
action under Section 502(a) of ERISA.


                                      -11-
<PAGE>

ARTICLE V. - ADMINISTRATION OF THE PLAN AND FIDUCIARY RESPONSIBILITY

                  5.1 Responsibility for Administration. Except to the extent
that particular responsibilities are assigned or delegated to other Fiduciaries
pursuant to the Trust Agreement, other Articles of the Plan or Section 5.3, the
Company (as the Administrator) shall be responsible for the administration of
the Plan. Each other Fiduciary shall have only such powers, duties,
responsibilities and authorities as are specifically conferred upon it or him
pursuant to provisions of the Plan or Trust Agreement.

                  5.2 Named Fiduciaries. For purposes of the Plan, the Named
Fiduciaries under the Plan shall be the Company, the Administrative Committee
and the members thereof. The Company may, by an instrument signed by the Chief
Executive Officer of the Company and delivered to the Administrative Committee,
designate any other person or persons as a Named Fiduciary or Named Fiduciaries
to perform functions specified in such instrument (or in a delegation pursuant
to Section 5.3) which relate to the administration of the Plan, provided such
designee accepts such designation. Such a designation may be terminated at any
time by notice from the Company to the designee or by notice from the designee
to the Company.

                  5.3 Delegation of Fiduciary Responsibilities. (1) The Company
may delegate to any person(s) any one or more of its powers, functions, duties
and/or responsibilities with respect to the Plan or the Trust Fund.

                  (2) Any delegation pursuant to the preceding subsection (A)
shall be signed by the Company, be delivered to and accepted in writing by the
delegatee and be delivered to the Administrative Committee, (B) shall contain
such provisions and conditions relating to such delegation as the Company deems
appropriate, (C) shall specify the powers, functions, duties and/or
responsibilities therein delegated, (D) may be amended from time to time by
written agreement signed by the Company and by the delegatee and delivered to
the Committee, and (E) may be revoked (in whole or in part) at any time by
written notice (i) from the Company and delivered to the delegatee and the
Committee or (ii) from the delegatee and delivered to the Company and the
Committee. Any person may serve in more than one fiduciary capacity with respect
to the Plan or Trust Fund if pursuant to the Plan or Trust Agreement, multiple
fiduciary duties are delegated to him.

                  5.4 Immunities. Except as otherwise provided in Section 5.5 or
by applicable law, (A) no Fiduciary shall have the duty to discharge any duty,
function or responsibility which is assigned to another Fiduciary by the terms
of the Plan or Trust Agreement or is delegated to another Fiduciary pursuant to
procedures for such delegation provided for in the Plan or Trust Agreement; (B)
no Fiduciary shall be liable for any action taken or not taken with respect to
the Plan or Trust Fund except for his own gross negligence or willful
misconduct; (C) no Fiduciary shall be personally liable upon any contract or
other instrument made or executed by him or in his behalf in the administration
of the Plan or Trust Fund; (D) no Fiduciary shall be liable for the neglect,
omission or wrongdoing of another Fiduciary; and (E) any Fiduciary may rely and
shall be fully protected in acting upon the advice of counsel, who may be
counsel for any Controlled Group Member, upon the records of a Controlled Group


                                      -12-
<PAGE>

Member, upon the opinion, certificate, valuation, report, recommendation or
determination of the Actuary or the auditor of a Controlled Group Member, or
upon any certificate, statement or other representation made by an Employee, a
Participant, a Beneficiary or the Trustee concerning any fact required to be
determined under any of the provisions of the Plan.

                  5.5 Limitation on Exculpatory Provisions. Notwithstanding any
other provision of the Plan or the Trust Agreement, no provision of the Plan or
Trust Agreement shall be construed to relieve (or have the effect of relieving)
any Fiduciary from any responsibility or liability for any obligation,
responsibility or duty imposed on such Fiduciary by Part 4 of Title I of ERISA.

                  5.6 Appointment of Investment Adviser or Investment Manager.
The Company may appoint one or more investment advisers or investment managers
(as such term is defined in Section 3(38) of ERISA) to furnish advice with
respect to the investment of any assets held in the Trust Fund or to manage or
control all or a portion of such assets (including the power to acquire or
dispose of any of such assets). Any such appointment shall be made or revoked as
provided for in Section 5.3.


                                      -13-
<PAGE>

ARTICLE VI. - MISCELLANEOUS PROVISIONS REQUIRED BY THE INTERNAL REVENUE CODE

                  6.1 General. Subsequent Sections of this Article are included
in the Plan pursuant to requirements of the Internal Revenue Code and shall
prevail over any provision of the Plan or Trust Agreement which is inconsistent
therewith.

                  6.2 Provision Pursuant to Internal Revenue Code Section
401(a)(2). It shall be impossible, at any time prior to the satisfaction of all
liabilities with respect to Employees and their Beneficiaries under the Trust,
for any part of the corpus or income of the Trust to be (within the taxable year
or thereafter) used for, or diverted to, purposes other than for the exclusive
benefit of the Employees or their Beneficiaries. Notwithstanding the foregoing
sentence, (A) if a contribution to the Trust Fund is made by an Employer by a
mistake of fact, the excess of the amount contributed over the amount that would
have been contributed had there not occurred a mistake of fact shall be returned
to the Employer within one year after the payment of such contribution, and (B)
if a contribution to the Trust Fund made by an Employer is not fully deductible
under Internal Revenue Code Section 404 (or any successor thereto), such
contribution, to the extent the deduction therefor is disallowed, shall be
returned to the Employer within one year after the disallowance of the
deduction. Earnings attributable to contributions returned to an Employer
pursuant to the preceding sentence may not be returned, but losses attributable
thereto shall reduce the amount to be returned.

                  6.3 Provision Pursuant to Internal Revenue Code Section
401(a)(8). Forfeitures shall not be applied to increase the benefits any
Employee would otherwise receive under the Plan.

                  6.4 Provision Pursuant to Internal Revenue Code Section
401(a)(4). (1) Notwithstanding any other provision of the Plan to the contrary,
to conform to the requirements of Treasury Regulations, the benefit payable
under the Plan shall be subject to the following limitations:

                  (a) If the Plan is terminated, the benefit of any "highly
      compensated employee" or "highly compensated former employee", as defined
      in Section 414(q) of the Internal Revenue Code, shall be limited to a
      benefit that is nondiscriminatory under Section 401(a)(4) of the Internal
      Revenue Code.

                  (b) The annual payments in any one year to any of the 25
      highly compensated employees or highly compensated former employees with
      the greatest compensation (hereinafter referred to as a "Restricted
      Employee") in the current or any prior year shall not exceed an amount
      equal to the payments that would be made on behalf of the Restricted
      Employee under (1) a life annuity that is the actuarial equivalent of the
      Restricted Employee's accrued benefit and other benefits to which the
      Restricted Employee is entitled under the Plan (other than a Social
      Security supplement), and (2) the amount of the payments the Restricted
      Employee is entitled to receive under a Social Security supplement. For
      purposes of the subsection (b) "benefit" includes, among other benefits,
      loans in excess of the amounts set forth in Section 72(p)(2)(A) of the
      Internal


                                      -14-
<PAGE>

      Revenue Code, any periodic income, any withdrawal values payable to a
      living employee, and any death benefits not provided for by insurance on
      the Restricted Employee's life. The foregoing provisions of this
      subsection (b) shall not apply, however, if:

                  (1) After payment to a Restricted Employee of all benefits
      payable to the Restricted Employee under the Plan, the value of Plan
      assets equals or exceeds 110% of the value of "current liabilities", as
      defined in Section 412(l)(7) of the Internal Revenue Code (each value
      being determined as of the same date in accordance with applicable
      Treasury regulations);

                  (2) The value of the benefits payable under the Plan to or for
      a Restricted Employee is less than one percent of the value of current
      liabilities before distribution; or

                  (3) The value of benefits payable under the Plan to or for a
      Restricted Employee does not exceed the amount described in Section
      411(a)(11)(A) of the Internal Revenue Code.

                  (2) The foregoing provisions and limitations of this Article
      VI shall become void if and when the Internal Revenue Service by ruling,
      regulations or other action revokes the requirements thereof.

                  6.5 Provision Pursuant to Internal Revenue Code Sections
401(a)(12) and 414(1). Pursuant to Sections 401(a)(12) and 414(1) of the
Internal Revenue Code, the Plan may be merged or consolidated with, or may
transfer assets and liabilities to, another plan. However, there shall not be
any such merger or consolidation of this Plan with, or transfer of assets or
liabilities of the Plan to, any other plan unless each participant in the
merged, consolidated or transferee plan would (if that plan then terminated)
receive a benefit immediately after the merger, consolidation or transfer that
is equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer (if the Plan had then
terminated).

                  6.6 Provision Pursuant to Internal Revenue Code Section
401(a)(14). Subject to the provisions of the applicable Schedule and Section
6.14, the payment of benefits under the Plan to a Participant shall begin not
later than the 60th day after the close of the Plan Year in which the latest of
the following events occurs: (A) the date on which the Participant attains his
Normal Retirement Date, (B) the 10th anniversary of the year in which the
Participant commenced participation in the Plan, (C) the Participant's
employment with the Controlled Group has terminated, or (D) the date on which
the Participant elects to have his pension commence, which election shall be
made by filing with the Administrative Committee a written statement, signed by
the Participant, which describes the benefit and the date on which such benefit
shall commence.

                  6.7 Provision Pursuant to Internal Revenue Code Section
401(a)(15). In the case of a Participant or Beneficiary who is receiving
benefits under the Plan, or in the case of a


                                      -15-
<PAGE>

Participant who is separated from service and who has nonforfeitable rights to
benefits, such benefits shall not be decreased by reason of any increase in the
benefit levels payable under Title II of the Social Security Act or any increase
in the wage base under such Title II, if such increase takes place after the
date of the enactment of ERISA or (if later) the earlier of the date of first
receipt of such benefits or the date of such separation, as the case may be.

                  6.8 Provision Pursuant to Internal Revenue Code Section
411(a)(10)(B). (1) If any Plan amendment changes any vesting schedule under the
Plan, each Participant whose nonforfeitable percentage of his accrued pension
benefit derived from Employer contributions is determined under such schedule
and who has been credited with at least three years of Vesting Service shall be
permitted to elect, during the election period described in subsection (2) of
this Section, to have his nonforfeitable percentage computed under the Plan
without regard to such amendment.

                  (2) Such election period shall begin on the date the Plan
amendment is adopted and shall end no earlier than the latest of the following
dates: (A) the date which is 60 days after the day the Plan amendment is
adopted, (B) the date which is 60 days after the day the Plan amendment becomes
effective, or (C) the date which is 60 days after the day the Participant is
issued written notice of the Plan amendment by the Plan Administrator.

                  (3) For purposes of subsection (1) of this Section, a
Participant shall be considered to have been credited with three years of
Vesting Service if such Participant has been credited with three years of
Vesting Service, whether or not consecutive, without regard to the exceptions
set forth in Section 411(a)(4) of the Internal Revenue Code prior to the
expiration of the election period described in subsection (2) of this Section.

                  6.9 Provision Pursuant to Internal Revenue Code Sections
411(a)(11) and 417(e). Anything in the Plan to the contrary notwithstanding:

                  (1) If, immediately following a Participant's termination of
employment with the Controlled Group, the lump sum amount that is the "Actuarial
Equivalent" (as defined in this Section 6.9(1)) of the Participant's vested
accrued pension benefit(s), other than a benefit payable under Section 3.6 or
Section 3.7(3) of Schedule C, is not more than (i) $3,500 (and was not more than
$3,500 at the time of any prior distribution) for employment terminations prior
to June 1, 2002, or (ii) $5,000 (without regard to the value of the
Participant's benefit at the time of any prior distribution), for employment
terminations on or after June 1, 2002, as applicable, such lump sum amount shall
be paid to the Participant as soon as practicable following such termination of
employment in lieu of all other benefits under the Plan. For purposes of this
Section 6.9(1), "Actuarial Equivalent" shall mean a benefit of equivalent
actuarial value to (1) the monthly benefit payable in the normal form (i.e., the
form in which the benefit accrued) commencing as of the first day of the
calendar month following the Participant's Normal Retirement Date, or with
respect to Schedule D only on the Participant's Normal Retirement Date if it is
the first day of a month, or if such date has already occurred, the earliest day
on which the pension could commence as a monthly benefit (in the absence of the
lump sum payment), or (2) if the Participant has attained the age and met the
service requirements for


                                      -16-
<PAGE>

immediate commencement of a monthly benefit (other than a monthly benefit
payable because of the provisions of Section 4.3 of Schedule A, Section 4.7A of
Schedule B, and Section 4.3 of Schedule C) the monthly benefit payable in the
normal form commencing as of the same time as the benefit for which equivalent
actuarial value is being determined, if the application of this clause (2)
produces a larger lump sum payment than the application of clause (1); in either
case, when computed on the basis of the "applicable mortality table" and
"applicable interest rate" where the "applicable mortality table" for this
purpose means the table prescribed from time to time by the Secretary of
Treasury pursuant to Section 417(e)(3) of the Internal Revenue Code as in effect
on the date of distribution and the "applicable interest rate" for this purpose
means the annual rate of interest for purposes of Section 417(e)(3) of the
Internal Revenue Code using the Plan Year as the stability period and the second
calendar month preceding the first day of the Plan Year as the lookback month in
accordance with Treasury Regulation Section 1.417(e) - 1(d)(4).

                  (2) With respect only to a Participant whose vested accrued
pension benefit was not in payment status prior to his death, if, immediately
following the Participant's death, the lump sum amount that is the "Actuarial
Equivalent" (as defined in this Section 6.9(2)) of the Participant's
Beneficiary's vested benefit is not more than (i) $3,500 for deaths prior to
June 1, 2002, or (ii) $5,000 for deaths on or after June 1, 2002, as applicable,
such lump sum amount shall be paid to the Beneficiary as soon as practicable
following the Participant's death in lieu of all other benefits under the Plan,
except as provided in Section 3.9 of Schedule A if applicable. For purposes of
this Section 6.9(2), "Actuarial Equivalent" shall mean a benefit of equivalent
actuarial value to (1) the monthly death benefit payable in the normal form
commencing as of the first day of the calendar month following the Participant's
Normal Retirement Date, or with respect to Schedule D only on the Participant's
Normal Retirement Date if it is the first day of a month, or (2) if the monthly
death benefit could commence immediately, the monthly death benefit payable in
the normal form commencing as of the same time as the benefit for which
equivalent actuarial value is being determined, if the application of this
clause (2) produces a larger lump sum payment than the application of clause
(1); in either case, when computed on the basis of the "applicable mortality
table" and "applicable interest rate" where the "applicable mortality table" for
this purpose means the table prescribed from time to time by the Secretary of
Treasury pursuant to Section 417(e)(3) of the Internal Revenue Code as in effect
on the date of distribution and the "applicable interest rate" for this purpose
means the annual rate of interest for purposes of Section 417(e)(3) of the
Internal Revenue Code using the Plan Year as the stability period and the second
calendar month preceding the first day of the Plan Year as the lookback month in
accordance with Treasury Regulation Section 1.417(e) - 1(d)(4).

                  6.10 Provision Pursuant to Internal Revenue Code Section
411(d)(3). Upon the termination or partial termination of the Plan, the rights
of all affected Employees to benefits accrued to the date of such termination or
partial termination, to the extent funded as of such date, shall be
nonforfeitable to the extent they do not exceed any limitations on such benefits
provided for in the Plan.


                                      -17-
<PAGE>

                  6.11 Provision Pursuant to Internal Revenue Code Section
415(b). Except as provided in Section 6.11A, the following shall apply: (1) The
maximum annual benefit payable under the Plan with respect to a Participant at
any time within a Plan Year (which is the limitation year) commencing on or
after June 1, 1983, when expressed as an annual benefit in the form of a
straight life annuity (with no ancillary benefits), without regard to employee
contributions, shall be equal to the lesser of (a) $90,000, or (b) 100 percent
of the Participant's average compensation paid or made available to him by the
Controlled Group for the three consecutive calendar years of service during
which he had the greatest aggregate compensation; provided, however,

                  (i) that if as of the close of the Plan Year beginning in 1982
      and at any time thereafter such Participant's "current accrued benefit"
      (as such term is defined and determined under the provisions of section
      235(g)(4)(B) of the Tax Equity and Fiscal Responsibility Act of 1982) is
      greater than the lesser of the limitations described in clauses (a) and
      (b) of this subsection (1), the limitation set forth in this subsection
      (1) and in subsection (1) of Section 6.12 with respect to such participant
      shall at any time be his current accrued benefit;

                  (ii) that effective as of the first day of each Plan Year
      commencing on or after January 1, 1988, the maximum dollar limitation
      described in clause (a) of this subsection (1) for each such Plan Year
      shall be the maximum dollar limitation determined by the Commissioner of
      Internal Revenue for each such Plan Year;

                  (iii) that, with respect only to Schedule A, beginning as of
      July 1, 1992, part (ii) of this subsection (1) shall apply with respect to
      a terminated Participant whose employment with the Controlled Group
      terminated after June 30, 1992 and any portion of whose benefit under the
      Plan is paid in a form of payment other than a lump sum or in installments
      in order to provide post-termination adjustments in accordance with
      Treasury Regulation Section 1.415-5(a)(3); that, with respect only to
      Schedule B, beginning as of January 1, 2000, part (ii) of this subsection
      (1) shall apply with respect to a terminated Participant whose employment
      with the Controlled Group terminated after June 30, 1992 and any portion
      of whose benefit under the Plan is paid in a form of payment other than a
      lump sum or in installments in order to provide post-termination
      adjustments in accordance with Treasury Regulation Section 1.415-5(a)(3);
      that, with respect only to Schedule C, beginning as of June 1, 2000, part
      (ii) of this subsection (1) shall apply with respect to a terminated
      Participant whose employment with the Controlled Group terminated after
      June 30, 2000 and any portion of whose benefit under the Plan is paid in a
      form of payment other than a lump sum or in installments in order to
      provide post-termination adjustments in accordance with Treasury
      Regulation Section 1.415-5(a)(3); and that, with respect only to Schedule
      D, beginning as of June 1, 2000, part (ii) of this subsection (1) shall
      apply with respect to a terminated Participant whose employment with the
      Controlled Group terminated


                                      -18-
<PAGE>

      after June 30, 2000 and any portion of whose benefit under the Plan is
      paid in a form of payment other than a lump sum or in installments in
      order to provide post-termination adjustments in accordance with Treasury
      Regulation Section 1.415-5(a)(3);

                  (iv) that if the benefit under the Plan is paid in any form
      other than a straight life annuity, the determination as to whether the
      limitation described in this subsection (1) has been satisfied shall be
      made, in accordance with rules determined by the Commissioner of Internal
      Revenue, by adjusting such benefit so that it is equivalent to a straight
      life annuity beginning at the same age, except that, with respect only to
      a Participant whose employment with the Controlled Group terminates after
      June 30, 1992, the portion of any joint and survivor annuity which
      constitutes a "qualified joint and survivor annuity" (as defined in
      Section 417 of the Internal Revenue Code) shall not be taken into account;

                  (v) that if the benefit under the Plan begins before the
      "social security retirement age" (as defined in Section 216(1) of the
      Social Security Act), for purposes of determining whether the limitation
      set forth in clause (a) of this subsection (1) has been satisfied, such a
      benefit shall be adjusted, in accordance with regulations prescribed by
      the Secretary of the Treasury, so that such benefit is equivalent to such
      a benefit beginning at the social security retirement age; provided that,
      for purposes of this part (v) of this subsection (1), any reduction under
      this part (v) shall be made in such manner as the Secretary of the
      Treasury may prescribe which is consistent with the reduction for old-age
      insurance benefits commencing before the social security retirement age
      under the Social Security Act;

                  (vi) that if the benefit under the Plan begins after the
      social security retirement age, for purposes of determining whether the
      limitation set forth in clause (a) of this subsection (1) has been
      satisfied, such benefit shall be adjusted, in accordance with regulations
      prescribed by the Secretary of the Treasury, so that such benefit is
      equivalent to such a benefit beginning at the social security retirement
      age; and

                  (vii) that in the case of an individual who is a Participant
      (as of the first day of the first year to which the amendments made by the
      Tax Reform Act of 1986 ("TRA '86") apply) in the Plan, and with respect to
      which the requirements of Section 415 of the Internal Revenue Code have
      been met for all Plan Years, if such individual's "current accrued
      benefit" (as hereinafter defined) under the Plan exceeds the limitation of
      Section 415(b) of the Internal Revenue Code, then (in the case of this
      Plan), for purposes of Sections 415(b) and (e) of the Internal Revenue
      Code, and the limitations set forth in this subsection (1) and in
      subsection (1) of Section 6.12, the limitation of Section 415(b)(1)(A) of
      the Internal Revenue Code with respect to such individual shall be equal
      to such current accrued benefit; for purposes of this part (vii), "current
      accrued benefit"


                                      -19-
<PAGE>

      means the individual's accrued benefit (at the close of the last year to
      which the amendments made by TRA '86 do not apply) when expressed as an
      annual benefit (within the meaning of Section 415(b)(2) of the Internal
      Revenue Code); and for purposes of determining the amount of an
      individual's current accrued benefit, no change in the terms and
      conditions of the Plan after May 5, 1986, nor any cost-of-living
      adjustment occurring after May 5, 1986 shall be taken in account.

                  (2) Notwithstanding the foregoing provisions of this Section,
the maximum annual benefit specified in subsection (1) of this Section shall not
apply to a particular Plan benefit if (a) the annual amount of such Plan
benefit, together with the aggregate annual amount of any other pensions payable
with respect to such Participant under all other defined benefit plans
maintained by the Controlled Group, does not exceed $10,000 for the Plan Year or
any prior Plan Year, and (b) the Participant was not at any time a participant
in a defined contribution plan maintained by the Controlled Group.

                  (3) Notwithstanding the foregoing provisions of this Section,

                  (a) If a Participant has completed less than 10 years of
      participation in the Plan, the defined benefit dollar limitation set forth
      in clause (a) of subsection (1) shall be adjusted by multiplying such
      amount by a fraction, the numerator of which is the Participant's years
      (or parts thereof) of participation in the Plan, and the denominator of
      which is 10.

                  (b) If a Participant has completed less than 10 years of
      service with the Controlled Group, the maximum limitation described in
      clause (b) of subsection (1), the minimum limitation described in
      subsection (2) and the limitations set forth in Section 6.12 of this
      Article shall be adjusted by multiplying such amounts by a fraction, the
      numerator of which is the Participant's years (or parts thereof) of
      service with the Controlled Group, and the denominator of which is 10.

                  (c) In no event shall clauses (a) and (b) of this subsection
      (3) reduce the limitations provided under Section 415(b)(1) and (4) of the
      Internal Revenue Code to an amount less than one-tenth of the applicable
      limitation (as determined without regard to this subsection (3).

                  (d) To the extent provided by the Secretary of the Treasury,
      clause (a) of this subsection (3) shall be applied separately with respect
      to each change in the benefit structure of the Plan.

                  (e) The provisions of part (vii) of subsection (1) of this
      Section shall apply with respect to this subsection (3).

                  (4) For the purposes of the adjustments in benefits to be made
pursuant to parts (iv), (v) and (vi) of subsection (1) of this Section, the
actuarial assumptions which shall be used in making such adjustments are an
interest assumption of 5-1/2% and the "applicable


                                      -20-
<PAGE>

mortality table" (the table prescribed from time to time by the Secretary of
Treasury pursuant to Section 417(e)(3) of the Internal Revenue Code) as in
effect on the date of distribution, except that (a) with respect to part (iv)
the interest assumption used shall be the annual rate of interest for purposes
of Section 417(e)(3) of the Internal Revenue Code using the Plan Year as the
stability period and the second calendar month preceding the first day of the
Plan Year as the lookback month in accordance with Treasury Regulation Section
1.417(e) - 1(d)(4); (b) with respect to part (vi) an interest assumption of 5%
shall be used instead of 5-1/2%; and (c) in no event shall any benefit amount
determined under this Section 6.11 be less than the amount of the benefit which
would have been payable under the terms of the Plan as in effect on December 7,
1994 in respect of the Participant's benefit and based upon the accrued portion
of the Participant's annual benefit determined as of May 31, 2000.

                  6.11A EGTRRA Limitations on Benefits. Effective for limitation
years ending after December 31, 2001, the following shall apply:

                  (1) Effect on Participants. Benefit increases resulting from
the increase in the limitations of Section 415(b) of the Internal Revenue Code
will be provided to each Participant who is an Employee on or after the first
day of the first limitation year ending after December 31, 2001, except that no
benefit under the Plan with respect to a person whose employment covered under
the Plan terminated prior to the first day of such limitation year (regardless
of whether such person is an Employee on or after the first day of such
limitation year) shall be increased in accordance with this Section 6.11A or
otherwise in accordance with amendments to Section 415(b) of the Internal
Revenue Code effected by the Economic Growth and Tax Relief Reconciliation Act
of 2001 or any subsequent legislation.

                  (2) Definitions.

                  (a) Defined benefit dollar limitation. The "defined benefit
      dollar limitation" is $160,000, as adjusted, effective January 1 of each
      year, under Section 415(d) of the Internal Revenue Code in such manner as
      the Secretary shall prescribe, and payable in the form of a straight life
      annuity. A limitation as adjusted under Section 415(d) of the Internal
      Revenue Code will apply to limitation years ending with or within the
      calendar year for which the adjustment applies.

                  (b) Maximum permissible benefit: The "maximum permissible
      benefit" is the lesser of the defined benefit dollar limitation or the
      defined benefit compensation limitation (both adjusted where required, as
      provided in (i) and, if applicable, in (ii) or (iii) below).

                  (i) If the Participant has fewer than 10 years of
      participation in the Plan, the defined benefit dollar limitation shall be
      multiplied by a fraction, (i) the numerator of which is the number of
      years (or part thereof) of participation in the Plan and (ii) the
      denominator of which is 10. In the case of a Participant who has fewer
      than 10 years of service with the Employer, the defined benefit
      compensation limitation shall be multiplied by a fraction, (i) the
      numerator of


                                      -21-
<PAGE>

      which is the number of years (or part thereof) of service with the
      Employer and (ii) the denominator of which is 10.

                  (ii) If the benefit of a Participant begins prior to age 62,
      the defined benefit dollar limitation applicable to the Participant at
      such earlier age is an annual benefit payable in the form of a straight
      life annuity beginning at the earlier age that is the actuarial equivalent
      of the defined benefit dollar limitation applicable to the Participant at
      age 62 (adjusted under (i) above, if required). The defined benefit dollar
      limitation applicable at an age prior to age 62 is determined as the
      lesser of (I) the actuarial equivalent (at such age) of the defined
      benefit dollar limitation computed using an interest rate of five and
      one-half percent (5 1/2%) per annum, and the "applicable mortality table",
      which for this purpose means the table prescribed from time to time by the
      Secretary of Treasury pursuant to Section 417(e)(3) of the Internal
      Revenue Code as in effect on the date of distribution and (II) the
      actuarial equivalent (at such age) of the defined benefit dollar
      limitation computed using an interest rate of five percent (5%) per annum
      and the applicable mortality table described in Section 415(b)(2)(E)(v) of
      the Internal Revenue Code. Any decrease in the defined benefit dollar
      limitation determined in accordance with this paragraph (ii) shall not
      reflect a mortality decrement if benefits are not forfeited upon the death
      of the Participant. If any benefits are forfeited upon death, the full
      mortality decrement is taken into account.

                  (iii) If the benefit of a Participant begins after the
      Participant attains age 65, the defined benefit dollar limitation
      applicable to the Participant at the later age is the annual benefit
      payable in the form of a straight life annuity beginning at the later age
      that is actuarially equivalent to the defined benefit dollar limitation
      applicable to the Participant at age 65 (adjusted under (i) above, if
      required). The actuarial equivalent of the defined benefit dollar
      limitation applicable at an age after age 65 is determined as the
      actuarial equivalent (at such age) of the defined benefit dollar
      limitation computed using an interest rate of five percent (5%) per annum,
      and the applicable mortality table described in Section 415(b)(2)(E)(v) of
      the Internal Revenue Code. For these purposes, mortality between age 65
      and the age at which benefits commence shall be ignored.

                  (3) Changes in Law. The provisions set forth in Section 6.11
and this Section 6.11A shall be applied with respect to the law in effect as
described in Section 6.11 and this Section 6.11A and without regard to any
change in the law in effect as described in Section 6.11 and this Section 6.11A.

                  6.12 Provision Pursuant to Internal Revenue Code Section
415(e). (1) Except as otherwise provided in Section 415(e) of the Internal
Revenue Code, in any case in which an individual is a participant in both a
defined benefit plan and a defined contribution plan maintained by the
Controlled Group, the sum of the defined benefit plan fraction and the defined


                                      -22-
<PAGE>

contribution plan fraction for any Plan Year commencing on or after June 1, 1983
shall not exceed 1. For purposes of the preceding sentence,

                  (a) the defined benefit plan fraction for any Plan Year is a
      fraction (i) the numerator of which is the projected annual benefit of the
      participant under the plan (determined as of the close of the Plan Year),
      and (ii) the denominator of which is the lesser of (A) the product of
      1.25, multiplied by the dollar limitation in effect under Section
      415(b)(1)(A) of the Internal Revenue Code for such Year or (B) the product
      of 1.4, multiplied by the amount which may be taken into account under
      Section 415(b)(1)(B) of the Internal Revenue Code with respect to such
      participant under the plan for such Year; and

                  (b) the defined contribution plan fraction for any Plan Year
      is a fraction (i) the numerator of which is the sum of the annual
      additions to the participant's account as of the close of the Plan Year
      and for all prior Plan Years, and (ii) the denominator of which is the sum
      of the lesser of the following amounts determined for such Plan Year and
      for each prior Plan Year of service with the Controlled Group:

                  (A) the product of 1.25, multiplied by the dollar limitation
      in effect under Section 415(c)(1)(A) of the Internal Revenue Code for such
      Year, or

                  (B) the product of 1.4, multiplied by the amount which may be
      taken into account under Section 415(c)(1)(B) of the Internal Revenue Code
      with respect to such participant under such plan for such year.

                  (2) Notwithstanding the foregoing provisions of this Section,
for purposes of applying part (b) of subsection (1) with respect to years
beginning before January 1, 1976 --

                  (a) the aggregate amount taken into account under clause (i)
      of said part (b) shall not exceed the aggregate amount taken into account
      under clause (ii) of said part (b), and

                  (b) the amount taken into account under Section
      415(c)(2)(B)(i) of the Internal Revenue Code for any year concerned shall
      be an amount equal to --

                  (i) the excess of the aggregate amount of employee
            contributions for all years beginning before January 1, 1976, during
            which the employee was an active participant in the plan, over 10
            percent of the employee's aggregate compensation for all such years,
            multiplied by

                  (ii) a fraction the numerator of which is 1 and the
            denominator of which is the number of years beginning with January
            1, 1976, during which the employee was an active participant in the
            plan.


                                      -23-
<PAGE>

Employee contributions made on or after October 2, 1973, shall be taken into
account under part (b) of this subsection (2) only to the extent that the amount
of such contributions does not exceed the maximum amount of contributions
permissible under the plan as in effect on October 2, 1973.

                  (3) At the election of the plan administrator, in applying
part (b) of subsection (1) with respect to any year ending after December 31,
1982, the amount taken into account under clause (ii) of said part (b) with
respect to each participant for all years ending before January 1, 1983, shall
be an amount equal to the product of --

                  (a) the amount determined under clause (ii) of said part (b)
      (as in effect for the year ending in 1982) for the year ending in 1982,
      multiplied by

                  (b) the transition fraction.

                  The term "transition fraction" shall mean a fraction --

                  (i) the numerator of which is the lesser of (A) $51,875, or
      (B) 1.4, multiplied by 25 percent of the compensation of the participant
      for the year ending 1981, and

                  (ii) the denominator of which is the lesser of (A) $41,500, or
      (B) 25 percent of the compensation of the participant for the year ending
      in 1981.

                  (4) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction, as such fractions are computed pursuant to
the foregoing provisions of this Section exceeds 1.0 for the Plan Year beginning
before January 1, 1983, an amount shall be subtracted from the numerator of the
defined contribution plan fraction (not exceeding such numerator) so that after
such subtraction the sum of the defined benefit plan fraction and the defined
contribution plan fraction shall not exceed 1.0 for such year. The provisions of
this subsection (4) shall be subject to and shall be applied in accordance with
regulations prescribed by the Secretary of the Treasury or his delegate.

                  (5) Except as may otherwise be provided in any defined
contribution plan which is material to the limitations stated in this Section,
such reductions shall be made in benefits hereunder with respect to a
Participant in this Plan as are necessary to comply with the limitations of this
Section.

                  (6) In the event the Plan has satisfied the requirements of
Section 415 of the Internal Revenue Code for its last year beginning before
January 1, 1987, under regulations prescribed by the Secretary of the Treasury
or his delegate, an amount (as set forth in such regulations) shall be
subtracted from the numerator of the defined contribution plan fraction (not
exceeding such numerator) so that the sum of the defined benefit plan fraction
and the defined contribution plan fraction computed under Section 415(e)(1) of
the Internal Revenue Code does not exceed 1.0 for such year (determined as if
the amendments made by the Tax Reform Act of 1986 were in effect for such year).


                                      -24-
<PAGE>

                  (7) Notwithstanding the foregoing provisions of this Section
6.12 or any provision of the Plan other than this subsection (7): Any limitation
imposed upon the benefit of a participant as a result of the application of
Section 415(e) of the Internal Revenue Code shall not apply with respect to a
Participant in this Plan who is an Employee after May 31, 2000, except that any
benefit under the Plan with respect to a person whose employment covered under
the Plan terminated prior to June 1, 2000 (regardless of whether such person is
an Employee after May 31, 2000) shall be determined as though Section 415(e) of
the Internal Revenue Code had not been repealed or otherwise affected by the
Small Business Job Protection Act of 1996 or any subsequent legislation.

                  6.13 Other Provisions Under Internal Revenue Code Section 415.
(1) For purposes of applying the limitations set forth in Sections 6.11 and
6.12, all qualified defined benefit plans (whether or not terminated) ever
maintained by the Controlled Group shall be treated as one defined benefit plan,
and all defined contribution plans (whether or not terminated) of the Controlled
Group shall be treated as one defined contribution plan.

                  (2) As used in Section 6.12 and this 6.13, the term
"Controlled Group" shall be construed in the light of Sections 414(b), 414(c),
414(m), 414(n) and 414(o) of the Internal Revenue Code, as modified by Section
415(h) of the Internal Revenue Code.

                  (3) For purposes of applying the limitations set forth in
Sections 6.11, 6.11A, and 6.12, the term "compensation" shall include only those
items specified in Treasury Regulation Section 1.415-2(d)(2) and shall exclude
all those items specified in Treasury Regulation Section 1.415-2(d)(3), and for
limitation years beginning on or after January 1, 1992, the compensation shall
be limited to compensation actually paid or includible in gross income of the
Participant for the applicable Plan Year, provided that for limitation years
beginning after December 31, 1997, "compensation" shall also include any
elective deferral (as defined in Section 402(g)(3) of the Internal Revenue Code)
and any amount which is contributed or deferred by the Company or any other
Controlled Group Member at the election of the Participant and which is not
includible in the gross income of the Participant by reason of Sections 125 or
457 of the Internal Revenue Code, and, provided further, that for limitation
years beginning after December 31, 2000, "compensation" shall also include any
amount which is contributed or deferred by the Company or any other Controlled
Group Member at the election of the Participant and which is not includible in
gross income by reason of Section 132(f)(4) of the Internal Revenue Code.

                  6.14 Provision Pursuant to Internal Revenue Code Section
401(a)(9). (1) Notwithstanding any other provision of the Plan to the contrary,

                  (a) the entire interest of each Participant --

                  (i) either will be distributed to him not later than the
            "required beginning date", as such term is defined in subsection (3)
            of this Section, or


                                      -25-
<PAGE>

                  (ii) will be distributed, beginning not later than such
            required beginning date, in accordance with regulations prescribed
            by the Secretary of the Treasury, over the life of such Participant
            or over the lives of such Participant and a "designated
            beneficiary", as such term is defined in subsection (4) of this
            Section (or over a period not extending beyond the life expectancy
            of such Participant or the life expectancy of such Participant and a
            designated beneficiary); and

                  (b) if distribution of a Participant's interest under the Plan
      has begun in accordance with clause (ii) of part (a) of this subsection
      (1) and such Participant dies before his entire interest has been
      distributed to him, the remaining portion of such interest will be
      distributed at least as rapidly as under the method of distributions being
      used under said clause (ii) as of the date of his death. Except as
      provided in subsection (2) of this Section, if a Participant dies before
      the distribution of his interest has begun in accordance with clause (ii)
      of part (a) of this subsection (1), the entire interest of the Participant
      will be distributed within 5 years after the death of such Participant.

                  (2) If --

                  (a) any portion of the Participant's interest is payable to
      (or for the benefit of) a designated beneficiary,

                  (b) such portion will be distributed (in accordance with
      regulations prescribed by the Secretary of the Treasury) over the life of
      such designated beneficiary (or over a period not extending beyond the
      life expectancy of such beneficiary), and

                  (c) such distributions will begin not later than one year
      after the date of the Participant's death or such later date as the
      Secretary of the Treasury may by regulations prescribe, for purposes of
      the last sentence of subsection (1), the portion referred to in part (a)
      of this subsection (2) shall be treated as distributed on the date on
      which such distributions begin; provided, however, if the designated
      beneficiary referred to in part (a) of this subsection (2) is the Spouse
      of the Participant --

                  (i) the date which the distributions are required to begin
            under part (c) of this subsection (2) shall not be earlier than the
            date on which the Participant would have attained age 70-1/2 and

                  (ii) if the Spouse dies before the distributions to such
            Spouse begin, part (b) of subsection (1) and this subsection (2)
            shall be applied as if the Spouse were the employee.


                                      -26-
<PAGE>

                  (3) For purposes of this Section, the term "required beginning
date" means

                  (a) the April 1 following the calendar year in which the
      Participant attains age 70-1/2 if the Participant (i) attained or would
      attain age 70-1/2 on or after January 1, 1988 but prior to January 1,
      2002, or (ii) was a five percent owner, as defined in Section 416(i) of
      the Internal Revenue Code, at any time during the Plan Year ending with or
      within the Plan Year in which he attained age 66-1/2 or any subsequent
      Plan Year), and

                  (b) the April 1 following the calendar year in which the
      Participant attains age 70-1/2 or his employment with the Controlled Group
      terminates, if later, for a Participant who attained age 70-1/2 prior to
      January 1, 1988 or who would attain age 70-1/2 on or after January 1,
      2002.

                  (4) For purposes of this Section, (a) the term "designated
beneficiary" means any individual designated as a Beneficiary or Death
Beneficiary by the Participant and (b) the life expectancy of a Participant and
his Spouse (other than in the case of a life annuity) may be redetermined but
not more frequently than annually.

                  (5) Under regulations prescribed by the Secretary of the
Treasury, for purposes of this Section, any amount paid to a child shall be
treated as if it had been paid to the Spouse if such amount will become payable
to the Spouse upon such child reaching majority (or other designated event
permitted under regulations).

                  (6) If payment of a Participant's retirement benefit commences
after the April 1 of the calendar year following the calendar year in which the
Participant attains age 70-1/2 in accordance with the foregoing provisions of
this Section 6.14, the Participant's retirement benefit payable on the date on
which benefits commence after employment with the Controlled Group terminates
shall be the greater of (a) the Participant's retirement benefits otherwise
payable upon his employment termination date or (b) an amount determined as
follows in accordance with the "actuarially increase" provisions of Section
401(a)(9)(C)(iii) of the Internal Revenue Code: the "Actuarial Equivalent" of
the Participant's retirement benefits that would have been payable as of the
April 1 of the calendar year following the calendar year in which the
Participant attained age 70-1/2, plus the "Actuarial Equivalent" of additional
benefits accrued after the April 1 of the calendar year following the calendar
year in which the Participant attained age 70-1/2, reduced by the "Actuarial
Equivalent" of any distributions made after the April 1 of the calendar year
following the calendar year in which the Participant attained age 70-1/2. For
purposes of and notwithstanding the immediately preceding sentence: The amount
in clause (a) shall be determined without regard to this Section 6.14(6); for
purposes of clause (b) any additional benefits accrued after the April 1 of the
calendar year in which the Participant attained age 70-1/2 shall be reduced by
the actuarial increase provided under clause (b) in accordance with Section
411(b)(1)(H) of the Internal Revenue Code; and in determining the amount in
clause (b), the starting point for the period of actuarial increase shall not be
earlier than January 1, 1997. Notwithstanding the definition of Actuarial
Equivalent otherwise provided in the Plan,


                                      -27-
<PAGE>

for purposes of this Section 6.14(6), "Actuarial Equivalent" shall be computed
on the basis of the 1983 Group Annuity Mortality Table at 7% interest adjusted
to a unisex basis for an 80% male and 20% female participant population.

                  (7) With respect to distributions under the Plan made in a
calendar year beginning on or after January 1, 2001, the Plan will apply the
minimum distribution requirements of Section 401(a)(9) of the Internal Revenue
Code in accordance with the regulations under Section 401(a)(9) that were
proposed in January 2001, notwithstanding any provision of the Plan to the
contrary. This Section 6.14(7) shall continue in effect until the end of the
last calendar year beginning before the effective date of final regulations
under Section 401(a)(9) or such other date specified in guidance published by
the Internal Revenue Service.

                  6.15 Provision Pursuant to Internal Revenue Code Section 416.
Except as provided in Section 6.15A, the following shall apply:

                  (1) Definitions: For the purpose of this Section, the
following terms, when used with initial capital letters, shall have the
following respective meanings:

                  (a) Aggregation Group: Permissive Aggregation Group or
      Required Aggregation Group, as the context shall require.

                  (b) Annual Retirement Benefit: A benefit payable annually in
      the form of a single life annuity (with no ancillary benefits) beginning
      at the Participant's (earliest, if applicable) Normal Retirement Date.

                  (bb) Code: The Internal Revenue Code.

                  (c) Compensation: Compensation (of an Employee from the
      Employer) as defined in Section 415(c)(3) of the Code, including amounts
      contributed by the Employer pursuant to a salary reduction agreement that
      are excludible from the Employee's gross income under Section 125,
      402(e)(3), 402(h)(1)(B), or 403(b) of the Code, and for Plan Years
      beginning after December 31, 2000, including also any amount which is
      contributed or deferred by the Employer at the election of the Participant
      and which is not includible in gross income by reason of Section 132(f)(4)
      of the Internal Revenue Code.

                  (d) Defined Benefit Plan: A qualified plan as defined in
      Section 414(j) of the Code.

                  (e) Defined Contribution Plan: A qualified plan as defined in
      Section 414(i) of the Code.

                  (f) Determination Date: For any Plan Year, the last day of the
      immediately preceding Plan Year.


                                      -28-
<PAGE>

                  (g) Extra Top-Heavy Group: An Aggregation Group if, as of a
      Determination Date, the aggregate present value of accrued benefits for
      Key Employees in all plans in the Aggregation Group (whether Defined
      Benefit Plans or Defined Contribution Plans) is more than ninety percent
      (90%) of the aggregate present value of all accrued benefits for all
      employees in such plans.

                  (h) Extra Top-Heavy Plan: See subsection (3) of this Section.

                  (i) Former Key Employee: A Non-Key Employee with respect to a
      Plan Year who was a Key Employee in a prior Plan Year. Such term shall
      also include his Beneficiary in the event of his death.

                  (j) Key Employee: An Employee or former Employee who, at any
      time during the current Plan Year or any of the four-preceding Plan Years,
      is (i) an officer of an Employer (as the term "officer" is limited in
      Section 416(i)(1)(A) of the Code) having an annual Compensation greater
      than 50 percent of the amount in effect under Section 415(b)(1)(A) of the
      Code for any such Plan Year, (ii) one of the 10 Employees having annual
      compensation from the Employer of more than the limitation in effect under
      Section 415(c)(1)(A) of the Code and owning (or considered as owning
      within the meaning of Section 318 of the Code) the largest interests in an
      Employer, (iii) a 5-percent owner (as such term is defined in Section
      416(i)(1)(B)(i) of the Internal Revenue Code), or (iv) a 1-percent owner
      (as such term is defined in Section 416(i)(1)(B)(ii) of the Code) having
      an annual Compensation of more than $150,000. For purposes of clause (ii)
      of this paragraph (j), if two Employees have the same interest in an
      Employer, the Employee having greater annual Compensation from such
      Employer shall be treated as having a larger interest. The term "Key
      Employee" shall also include such Employee's Beneficiary in the event of
      his death.

                  (k) Non-Key Employee: An Employee or former Employee who is
      not a Key Employee. Such term shall also include his Beneficiary in the
      event of his death.

                  (l) Permissive Aggregation Group: The group of qualified plans
      of the Employer consisting of:

                  (i) the plans in the Required Aggregation Group; and

                  (ii) one (1) or more plans designated from time to time by the
      Committee that are not part of the Required Aggregation Group but that
      satisfy the requirements of Sections 401(a)(4) and 410 of the Code when
      considered with the Required Aggregation Group.

                  (m) Required Aggregation Group: The group of qualified plans
      of the Employer consisting of:


                                      -29-
<PAGE>

                  (a) each plan in which a Key Employee participates or
      participated at any time during the determination period (regardless of
      whether the plan has terminated); plus

                  (b) each other plan which enables a plan in which a Key
      Employee participates to meet the requirements of Section 401(a)(4) or 410
      of the Internal Revenue Code.

                  (n) Top-Heavy Accrued Benefit: A Participant's (including a
      Participant who has received a total distribution from the Plan) or a
      Beneficiary's accrued benefit under the Plan as of the valuation date
      coinciding with or immediately preceding the Determination Date, provided,
      however, that (i) such accrued benefit shall include the aggregate
      distributions made to such Participant or Beneficiary during the five (5)
      consecutive Plan Years ending with the Plan Year that includes the
      Determination Date (including distributions under a terminated plan which
      if it had not been terminated would have been included in a Required
      Aggregation Group) and (ii) with respect to any Plan Year beginning after
      December 31, 1984, if an Employee or former Employee has not performed
      services for any Employer maintaining the Plan (other than Benefits under
      the Plan) at any time during the 5-year period ending on the Determination
      Date, any accrued benefit for such Employee or former Employee (and/or the
      accrued benefit of his Beneficiary) shall not be taken into account.

                  (o) Top-Heavy Group: An Aggregation Group if, as of a
      Determination Date, the aggregate present value of accrued benefits for
      Key Employees in all plans in the Aggregation Group (whether Defined
      Benefit Plans or Defined Contribution Plans) is more than sixty percent
      (60%) of the aggregate present value of accrued benefits for all employees
      in such plans.

                  (p) Top-Heavy Plan: See subsection (2) of this Section.

                  (2) Determination of Top-Heavy Status: (a) Except as provided
by paragraph (b) of this subsection, the Plan shall be a Top-Heavy Plan if, as
of a Determination Date:

                  (i) the aggregate present value of Top-Heavy Accrued Benefits
      for Key Employees is more than sixty percent (60%) of the aggregate
      present value of Top-Heavy Accrued Benefits of all Employees, excluding
      for this purpose the aggregate present value of Top-Heavy Accrued Benefits
      of Former Key Employees; or

                  (ii) the Plan is included in a Required Aggregation Group
      which is a Top-Heavy Group.


                                      -30-
<PAGE>

                  (b) If the Plan is included in a Permissive Aggregation Group
which is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan
notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under
paragraph (a) of this subsection.

                  (3) Determination of Extra Top-Heavy Status: (a) Except as
provided by paragraph (b) of this subsection, the Plan shall be an Extra
Top-Heavy Plan if, as of the Determination Date:

                  (i) the aggregate present value of Top-Heavy Accrued Benefits
      for Key Employees is more than ninety percent (90%) of the aggregate
      present value of Top-Heavy Accrued Benefits of all Employees, excluding
      for this purpose the aggregate present value of Top-Heavy Accrued Benefits
      of Former Key Employees; or

                  (ii) the Plan is included in a Required Aggregation Group
      which is an Extra Top-Heavy Group.

                  (b) If the Plan is included in a Permissive Aggregation Group
      which is not an Extra Top-Heavy Group, the Plan shall not be an Extra
      Top-Heavy Plan under paragraph (a) of this subsection.

                  (4) Top-Heavy Plan Requirements: Notwithstanding any other
provision of the Plan to the contrary, if the Plan is a Top-Heavy Plan for any
Plan Year beginning on or after January 1, 1984, the Plan shall then satisfy the
following requirements for such Plan Year:

                  (a) The minimum vesting requirement as set forth in subsection
      (5),

                  (b) The minimum benefit requirement as set forth in subsection
      (6),

                  (c) The adjustment to maximum benefits and allocations as
      provided in subsection (7), and

                  (d) Paragraph (c) of subsection (1) of this Section shall
      apply for all purposes of the Plan.

                  (5) Minimum Vesting Requirement: An Employee, who has
completed two (2) or more years of Vesting Service, shall have a nonforfeitable
right to a percentage of his accrued benefit derived from Employer contributions
determined under the following table:


                                      -31-
<PAGE>

<TABLE>
<CAPTION>
                  Years of                                    The nonforfeitable
                  Vesting Service                             percentage is
<S>               <C>                                         <C>
                       2                                             20
                       3                                             40
                       4                                             60
                       5 or more                                    100
</TABLE>

If Vesting Service is credited to an Employee under more than one Schedule, the
Vesting Service of such Employee for purposes of this subsection (5) shall be
determined under the provisions of the Schedule applicable to the Employee that
results in the greater or the greatest amount of Vesting Service.

                  (6) Minimum Benefit Requirement: (a) Except as otherwise
provided in subsection (7), the accrued benefit derived from Employer
contributions of each Participant who is a Non-Key Employee, when expressed as
an Annual Retirement Benefit, shall be not less than the lesser of:

                  (i) two percent (2.0%) of the Participant's average
      Compensation for years in the testing period times his Years of Benefit
      Service with the Employer; or

                  (ii) twenty percent (20%) of the Participant's average
      Compensation for years in the testing period.

Each Covered Employee who is a Non-Key Employee and a Participant in the Plan
during the Plan Year that the Plan is a Top-Heavy Plan shall accrue a minimum
benefit regardless of whether the Non-Key Employee was employed on a specified
date during the Plan Year. For purposes of this subsection, "Years of Benefit
Service" shall mean whole and partial years of service used to determine benefit
accrual under an applicable Schedule, except that Years of Benefit Service
completed in a Plan Year beginning before January 1, 1984 and Years of Benefits
Service during which a Plan Year ended for which the Plan was not a Top-Heavy
Plan shall not be taken into account and there shall be no duplication of Years
of Benefit Service in respect of any period. The testing period under this
subsection shall be the period of consecutive years (not exceeding five) during
which the Participant had the greatest aggregate Compensation from the
Employers, provided that years shall not be included --

                  (A) which are not included in Years of Benefit Service under
            this subsection;

                  (B) which end in a Plan Year beginning before January 1, 1984,
            and

                  (C) which begin after the close of the last year in which the
            Plan was a Top-Heavy Plan or an Extra Top-Heavy Plan.


                                      -32-
<PAGE>

                  (7) Adjustment to Maximum Benefits and Allocations: If the
Plan is a Top-Heavy Plan for any Plan Year beginning on or after January 1,
1984, and if the Employer maintains a Defined Contribution Plan which could or
does provide benefits to Participant in this Plan:

                  (a) If the Plan is not an Extra Top-Heavy Plan (but is a
      Top-Heavy Plan), then "three percent (3%)" shall be substituted for "two
      percent (2%)" in subsection (6)(a)(i) and "20 percent in subsection
      (6)(a)(ii) shall be increased by one percentage point for each year for
      which such Plan was taken into account under this subsection.

                  (b) If the Plan is an Extra Top-Heavy Plan, then the
      limitations set forth in Section 6.12 shall be calculated by substituting
      "1.0" for "1.25" for each place such "1.25" figure appears, and Section
      415(e)(6)(B)(I) of the Code shall be calculated by substituting "$41,500"
      for "$51,875" for each place such "$51,875" amount appears.

                  (8) Coordination With Other Plans: (a) In applying this
Section, an Employer and all Controlled Group Members shall be treated as a
single Employer, and the qualified plans maintained by such single Employer
shall be taken into account.

                  (b) In the event that another Defined Contribution Plan or
      Defined Benefit Plan maintained by the Employer provides contributions or
      benefits on behalf of Participants in the Plan, such other plan(s) shall
      be taken into account in determining whether the Plan satisfies Subsection
      (6). In the event the Plan is part of a Required Aggregation Group in
      which a top-heavy Defined Contribution Plan is included, each Non-Key
      Employee in the Plan who is also covered under the top-heavy Defined
      Contribution Plan shall receive the minimum top-heavy benefit under the
      Plan. In the event the Plan is part of a Required Aggregation Group in
      which another top-heavy Defined Benefit Plan is included, each Non-Key
      Employee in the Plan who is also covered under the other top-heavy Defined
      Benefit Plan shall receive the minimum top-heavy benefit under the plan in
      which he was last an active participant or if that rule is not
      determinative under the plan that was first established.

                  (9) Actuarial Assumptions: For purposes of this article, the
present value of accrued benefits shall be calculated using the same actuarial
assumptions for mortality and interest as are used for minimum funding purposes.
In the case that the Plan is part of an Aggregation Group with one or more
Defined Benefit Plans, the actuarial assumptions for the Aggregation Group shall
be the actuarial assumptions defined in this paragraph.

                  (10) Construction: The term "present value of accrued
benefits" as used in this Section shall in all appropriate cases include account
balances of affected Employees.

                  (11) Accrued Benefit: For purposes of this article, a
Participant's accrued benefit shall be determined under the method which is used
for accrual purposes for all defined benefit plans maintained by the Employer or
Controlled Group, or where there is no such


                                      -33-
<PAGE>

method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

                  6.15A EGTRRA Top-Heavy Provisions. This Section 6.15A shall
apply for purposes of determining whether the Plan is a top-heavy plan under
Section 416(g) of the Internal Revenue Code for Plan Years beginning after
December 31, 2001, and whether the Plan satisfies the minimum benefits
requirements of Section 416(c) of the Internal Revenue Code for such years. This
Section 6.15A modifies Section 6.15 (of the Plan).

                  (1) Determination of top-heavy status.

                  (a) Key employee. Key employee means any Employee or former
      Employee (including any deceased Employee) who at any time during the Plan
      Year that includes the determination date was an officer of a Controlled
      Group Member having annual compensation greater than $130,000 (as adjusted
      under Section 416(i)(1) of the Internal Revenue Code for Plan Years
      beginning after December 31, 2002), a 5-percent owner of a Controlled
      Group Member, or a 1-percent owner of a Controlled Group Member having
      annual compensation of more than $150,000. For this purpose, annual
      compensation means compensation within the meaning of Section 415(c)(3) of
      the Internal Revenue Code. The determination of who is a key employee will
      be made in accordance with Section 416(i)(1) of the Internal Revenue Code
      and the applicable regulations and other guidance of general applicability
      issued thereunder.

                  (b) Determination of present values and amounts. This clause
      (b) shall apply for purposes of determining the present values of accrued
      benefits and the amounts of account balances of Employees as of the
      determination date.

                  (i) Distributions during year ending on the determination
      date. The present values of accrued benefits and the amounts of account
      balances of an Employee as of the determination date shall be increased by
      the distributions made with respect to the Employee under the Plan and any
      plan aggregated with the Plan under Section 416(g)(2) of the Internal
      Revenue Code during the 1-year period ending on the determination date.
      The preceding sentence shall also apply to distributions under a
      terminated plan which, had it not been terminated, would have been
      aggregated with the Plan under Section 416(g)(2)(A)(i) of the Internal
      Revenue Code. In the case of a distribution made for a reason other than
      separation from service, death, or disability, this provision shall be
      applied by substituting "5-year period" for "1-year period."

                  (ii) Employees not performing services during year ending on
      the determination date. The accrued benefits and accounts of any
      individual who has not performed services for a Controlled Group Member
      during the 1-year period ending on the determination date shall not be
      taken into account.


                                      -34-
<PAGE>

                  (2) Minimum benefits. For purposes of satisfying the minimum
benefit requirements of Section 416(c)(1) of the Internal Revenue Code and the
Plan, in determining years of service with a Controlled Group Member, any
service with a Controlled Group Member shall be disregarded to the extent that
such service occurs during a Plan Year when the Plan benefits (within the
meaning of Section 410(b) of the Internal Revenue Code) no key employee or
former key employee.

                  6.16 Provision Pursuant to Internal Revenue Code Section
411(d)(6). The following provision is generally effective for amendments made
after July 30, 1984. No amendment to the Plan (including a change in the
actuarial basis for determining optional or early retirement benefits) shall be
effective to the extent that it has the effect of decreasing a Participant's
accrued benefit. Notwithstanding the preceding sentence, a Participant's accrued
benefit may be reduced to the extent permitted under section 412(c)(8) of the
Code. For purposes of this Section, a Plan amendment which has the effect of (1)
eliminating or reducing an early retirement benefit or a retirement-type
subsidy, or (2) eliminating an optional form of benefit, with respect to
benefits attributable to service before the amendment, shall be treated as
reducing accrued benefits. The preceding sentence shall not apply to the extent
the Secretary of the Treasury issues regulations to provide that a Plan
amendment may eliminate an optional form of benefit. In the case of a
retirement-type subsidy, the preceding sentence shall apply only with respect to
a Participant who satisfied (either before or after the amendment) the
preamendment conditions for the subsidy. In general, a retirement-type subsidy
is a subsidy that continues after retirement, but does not include a qualified
disability benefit, a medical benefit, a social security supplement, or a death
benefit (including life insurance). Furthermore, no amendment to the Plan shall
have the effect of decreasing a Participant's vested interest determined without
regard to such amendment as of the later of the date such amendment is adopted
or becomes effective.

                  6.17 Provision Pursuant to Internal Revenue Code Section
401(a)(17). (1) The annual compensation of a Participant taken into account
under the Plan in determining benefit accrual for any Plan Year shall not exceed
(i) $200,000 for Plan Years beginning prior to January 1, 1994 or (ii) except as
provided under subsection (2) of this Section, $150,000 for Plan Years beginning
on or after January 1, 1994, subject to adjustment annually as provided in
Section 401(a)(17)(B) and Section 415(d) of the Internal Revenue Code; provided,
however, that the dollar increase in effect on January 1 of any calendar year,
if any, is effective for Plan Years beginning in such calendar year. For
purposes of applying such dollar limitation with respect to Plan Years beginning
prior to January 1, 1997, the rules of Section 414(q)(6) of the Internal Revenue
Code requiring aggregation of certain family members shall apply, except that in
applying such rules, the term "family" shall include only the Spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the close of the year. If the dollar limitation would be exceeded
as a result of applying the family aggregation rule described in the preceding
sentence, the dollar limitation shall be prorated among the affected family
members in proportion to each member's compensation as determined prior to the
application of the family aggregation rules.

                  (2) For Plan Years beginning after December 31, 2001, the
following shall apply: Only for a Participant whose employment covered under the
Plan terminates in any


                                      -35-
<PAGE>

Plan Year beginning after December 31, 2001, the annual compensation of any such
Participant taken into account in determining benefit accruals in any Plan Year
beginning after December 31, 2001, shall not exceed $200,000. Annual
compensation means compensation during the Plan Year or such other 12-month
period over which compensation is otherwise determined under the Plan (the
determination period). For purposes of determining benefit accruals under this
subsection (2) of this Section on or after the beginning of the first Plan Year
beginning after December 31, 2001, except with respect to a Participant whose
employment covered under the Plan terminated prior to the beginning of such Plan
Year (regardless of whether such person is an Employee on or after the beginning
of such Plan Year), compensation for any prior determination period shall be
limited to $200,000. The $200,000 limit on annual compensation in this
subsection (2) of this Section shall be adjusted for cost-of-living increases in
accordance with Section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.

                  (3) Unless otherwise provided under the Plan, each 1989
Section 401(a)(17) employee's accrued benefit under the Plan will be the greater
of the accrued benefit determined for such Participant under (a) or (b) below:

                  (a) The Participant's accrued benefit determined with respect
      to the benefit formula applicable for the Plan Year beginning on or after
      January 1, 1989, as applied to the Participant's total years of service
      taken into account under the Plan for the purposes of benefit accruals, or

                  (b) The sum of:

                  (i) the Participant's accrued benefits as of the last day of
      the last Plan Year beginning before January 1, 1989, frozen in accordance
      with Treasury Regulation Section 1.401(a)(4)-13, and

                  (ii) the Participant's accrued benefit formula applicable for
      the Plan Year beginning on or after January 1, 1989, as applied to the
      Participant's years of service credited to the employee for Plan Years
      beginning on or after January 1, 1989, for purposes of benefit accruals.

      A "1989 Section 401(a)(17) employee" means a Participant whose current
      accrued benefit as of a date on or after the first day of the Plan Year
      beginning on or after January 1, 1989, is based on annual compensation for
      a year beginning prior to the first day of the first Plan Year beginning
      on or after January 1, 1989 that exceeded $200,000.


                                      -36-
<PAGE>

                  (4) Unless otherwise provided under the Plan, each 1994
Section 401(a)(17) employee's accrued benefit under the Plan will be the greater
of the accrued benefit determined for such participant under (a) or (b) below:

                  (a) The Participant's accrued benefit determined with respect
      to the benefit formula applicable for the Plan Year beginning on or after
      January 1, 1994, as applied to the Participant's total years of service
      taken into account under the Plan for the purposes of benefit accruals, or

                  (b) The sum of:

                        (i) the Participant's accrued benefit as of the last day
      of the last Plan Year beginning before January 1, 1994, frozen in
      accordance with Treasury Regulation Section 1.401(a)(4)-13, and

                        (ii) The Participant's accrued benefit determined under
      the benefit formula applicable for the Plan Year beginning on or after
      January 1, 1994, as applied to the Participant's years of service credited
      to the Participant for Plan Years beginning on or after January 1, 1994,
      for purposes of benefit accruals.

      A "1994 Section 401(a)(17) employee" means a Participant whose current
      accrued benefit as of a date on or after the first day of the first Plan
      Year beginning on or after January 1, 1994, is based on annual
      compensation for a year beginning prior to the first day of the first Plan
      Year beginning on or after January 1, 1994, that exceeded $150,000.

                  6.18 Provision Pursuant to Internal Revenue Code Section
414(u). Notwithstanding any other provision of the Plan to the contrary,
effective beginning December 12, 1994, benefits and service credit with respect
to qualified military service shall be provided under the Plan as required by
Section 414(u) of the Internal Revenue Code.

                  6.19 Provision Pursuant to Internal Revenue Code Section
401(a)(31). (1) Except as provided in subsection (2) of this Section, the
provisions of this subsection (1) of this Section apply to distributions made on
or after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's (as such term is defined
below) election under this Section, a distributee may elect, at the time and in
the manner prescribed by the Plan Administrator, to have any portion of an
eligible rollover distribution (as such term is defined below) paid directly to
an eligible retirement plan (as such term is defined below) specified by the
distributee in a direct rollover (as such term is defined below).

                  (a) Eligible rollover distribution: 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 that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten years or more; any


                                      -37-
<PAGE>

distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).

                  (b) Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in Section 408(a) of the Internal
Revenue Code, an individual retirement annuity described in Section 408(b) of
the Internal Revenue Code, an annuity plan described in Section 403(a) of the
Internal Revenue Code, or a qualified trust described in Section 401(a) of the
Internal Revenue Code, 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.

                  (c) Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Section 414(p)
of the Internal Revenue Code, are distributees with regard to the interest of
the spouse or former spouse.

                  (d) Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the distributee.

                  (2) This subsection (2) of this Section shall apply to
distributions made after December 31, 2001. The following shall apply for
purposes of this subsection (2) of this Section:

                  (i) Modification of definition of eligible retirement plan.
      For purposes of the direct rollover provisions in subsection (1) of this
      Section (of the Plan), an eligible retirement plan shall also mean an
      annuity contract described in Section 403(b) of the Internal Revenue Code
      and an eligible plan under Section 457(b) of the Internal Revenue Code
      which is maintained by a state, political subdivision of a state, or any
      agency or instrumentality of a state or political subdivision of a state
      and which agrees to separately account for amounts transferred into such
      plan from this Plan. The definition of eligible retirement plan shall also
      apply in the case of a distribution to a surviving spouse, or to a spouse
      or former spouse who is the alternate payee under a qualified domestic
      relations order, as defined in Section 414(p) of the Internal Revenue
      Code.

                  (ii) Modification of definition of eligible rollover
      distribution to include after-tax employee contributions. For purposes of
      the direct rollover provisions in subsection (1) of this Section (of the
      Plan), a portion of a distribution shall not fail to be an eligible
      rollover distribution merely because the portion consists of after-tax
      employee contributions which are not includible in gross income. However,
      such portion may be transferred only to an individual retirement account
      or annuity described in Section 408(a) or (b) of the Internal Revenue
      Code, or to a qualified defined contribution plan described in


                                      -38-
<PAGE>

      Section 401(a) or 403(a) of the Internal Revenue Code that agrees to
      separately account for amounts so transferred, including separately
      accounting for the portion of such distribution which is includible in
      gross income and the portion of such distribution which is not so
      includible.

                  6.20 Provision Pursuant to Internal Revenue Code Section
414(n). Any leased employee, other than an excludible leased employee, shall be
treated as an employee of the Company or any other Controlled Group Member for
purposes of the Plan with respect to the provisions of Sections 401(a)(3), (4),
(7), (16), (17), and (26) and 408(k), 410, 411, 415 and 416 of the Internal
Revenue Code; provided, however, that no leased employee shall accrue a benefit
hereunder based on service as a leased employee. A "leased employee" means any
person who performs services for the Company or a Controlled Group Member (the
"recipient") (other than an employee of the recipient) pursuant to an agreement
between the recipient and any other person (the "leasing organization") on a
substantially full-time basis for a period of at least one year, provided that
such services are of a type historically performed, in the business field of the
recipient, by employees. Effective for Plan Years beginning on or after January
1, 1997, the definition of "leased employee" in the immediately preceding
sentence is amended by replacing the phrase "provided that such services are of
a type historically performed, in the business field of the recipient, by
employees" with "provided that such services are performed under the primary
direction or control of the recipient." An "excludible leased employee" means
any leased employee of the recipient who is covered by a money purchase pension
plan maintained by the leasing organization which provides for (i) a
nonintegrated employer contribution on behalf of each participant in the plan
equal to at least ten percent of compensation, (ii) full and immediate vesting,
and (iii) immediate participation by employees of the leasing organization
(other than employees who perform substantially all of their services for the
leasing organization or whose compensation from the leasing organization in each
plan year during the four-year period ending with the plan year is less than
$1,000); provided, however, that leased employees do not constitute more than 20
percent of the recipient's nonhighly compensated work force. For purposes of
this Section, contributions or benefits provided to a leased employee by the
leasing organization that are attributable to services performed for the
recipient shall be treated as provided by the recipient.

                  6.21 Provision Pursuant to Internal Revenue Code Section
401(a)(13). Except as provided in Section 401(a)(13)(B) of the Internal Revenue
Code (relating to qualified domestic relations orders), Sections 401(a)(13)(C)
and (D) of the Internal Revenue Code (relating to offsets ordered or required
under a criminal conviction involving the Plan, a civil judgment in connection
with a violation or alleged violation of fiduciary responsibilities under ERISA,
or a settlement agreement between the Participant or Beneficiary and the
Department of Labor in connection with a violation or alleged violation of
fiduciary responsibilities under ERISA), Treasury Regulation Section
1.401(a)-13(b)(2) (relating to Federal tax levies), or as otherwise required by
law, no right, interest, or benefit under the Plan or Trust Fund at any time
shall be subject in any manner to anticipation, alienation, assignment (either
at law or in equity), encumbrance, garnishment, levy, execution, or other legal
or equitable process; and no person shall have the power in any manner to
anticipate, transfer, assign (either at law or in equity), alienate or subject
to attachment, garnishment, levy, execution, or other legal or equitable


                                      -39-
<PAGE>

process, or in any way encumber his rights, interest, or benefits under the
Plan, or any part thereof, and any attempt to do so shall be void. With respect
to a domestic relations order entered before January 1, 1985, the Plan
Administrator (1) shall treat such order as a qualified domestic relations order
if the Plan is paying benefits pursuant to such order on such date, and (2) may
treat any other such order entered before such date as a qualified domestic
relations order even if such order does not satisfy the requirements of Section
414(p) of the Internal Revenue Code.


                                      -40-
<PAGE>

ARTICLE VII. - MISCELLANEOUS PROVISIONS

                  7.1 Employment Rights. Nothing contained in this Plan shall
constitute or be construed as a contract of employment between any Employer and
any Employee or Participant and all Employees shall remain subject to
discipline, discharge and layoff to the same extent as if the Plan had never
gone into effect. An Employer by adopting the Plan, making payments into the
Trust Fund or taking any other action with respect to the Plan does not obligate
itself to continue the employment of any Employee or Participant for any period
or, except as provided in Sections 2.1 and 9.2, to make any payments into the
Trust Fund.

                  7.2 Rights in Trust Fund. No person shall have any rights in
or to the Trust Fund or any part thereof except as and to the extent expressly
provided in the Plan or the Trust Agreement.

                  7.3 Facility of Payment. If the Administrative Committee finds
that any Participant or Beneficiary to whom a benefit is payable under the Plan
is unable to care for his affairs because of physical, mental or legal
incompetence, the Administrative Committee may, in its discretion, cause any
payment due to him under the Plan for which prior claim has not been made by a
duly qualified guardian or other legal representative to be paid to the person
deemed by the Administrative Committee maintaining or responsible for the
maintenance of such Participant or Beneficiary and any such payment shall be
deemed a payment for the account of such Participant or Beneficiary and shall
constitute a complete discharge of any liability therefor under the Plan. If an
individual dies before receiving all the payments to be made to him under the
Plan or before cashing any or all of the checks representing such payment or
payments, such payment(s) so payable to such deceased individual shall be made
to his estate. However, if such deceased individual was a Participant and a
joint pensioner option under the Plan was in effect for him on his death (which
for purposes of this sentence shall include any qualified joint and survivor
annuity benefit), such payment(s) so payable (but not paid) to him shall be paid
to his joint pensioner (which for purposes of this sentence shall include the
Participant's surviving Spouse under a qualified joint and survivor annuity).

                  7.4 Severability Provision. If any provision of the Plan or
Trust Agreement or the application thereof to any circumstance(s) or person(s)
is invalid the remainder of the Plan or Trust Agreement and the application of
such provision to other circumstances or persons shall not be affected thereby.

                  7.5 Action by Company. Wherever the Company is authorized to
act under the Plan (including but not limited to any delegation of its Fiduciary
powers and responsibilities under the Plan), such action shall be taken, unless
otherwise provided in the Plan or in a resolution of the Board of Directors of
the Company, by written instrument executed by one or more officers of the
Company. The Trustee may rely on any instrument so executed as being validly
authorized and as properly evidencing the action of the Company.


                                      -41-
<PAGE>

ARTICLE VIII. - HEALTH BENEFITS ACCOUNT

                  8.1 General. This Article VIII sets forth the terms and
conditions pursuant to which Qualified Current Retiree Health Liabilities shall
be paid under the Plan and shall supersede any conflicting provisions of the
Plan. This Article VIII shall be construed in accordance with the provisions of
the Internal Revenue Code, and in particular Sections 420 and 401(h) of the
Internal Revenue Code. Unless specifically defined in this Article VIII, all
terms when initially capitalized in this Article VIII shall have the meaning
assigned to them in accordance with the other provisions of the Plan.

                  8.2 Health Benefits Account. A Health Benefits Account shall
be established for the purpose of effecting asset transfers and distributions
pursuant to this Article VIII. Any amount transferred for the payment of
Qualified Current Retiree Health Liabilities pursuant to this Article VIII (and
any earnings thereon) shall be credited to the Health Benefits Account, which
shall be maintained as a separate account by the Trustee and adjusted from time
to time to reflect additional transfers (if any), earnings and losses, and
distributions.

                  8.3 Subordination of Health Benefits. Any transfers made to
the Health Benefits Account shall (except to the extent provided in Section 420
of the Internal Revenue Code) comply with the requirements of Section 401(h) of
the Internal Revenue Code such that Qualified Current Retiree Health Liabilities
paid pursuant to this Article VIII are, to the extent required, subordinate to
retirement benefits provided under the Plan.

                  8.4 Qualified Transfers of Excess Pension Assets to the Health
Benefits Account. (a) The Company, in its sole discretion, may cause the
transfer of Excess Pension Assets to the Health Benefits Account with respect to
Qualified Current Retiree Health Liabilities in accordance with the provisions
of Section 420 of the Internal Revenue Code. Only one transfer of Excess Pension
Assets may be made in any taxable year, and the amount of any such transfer of
Excess Pension Assets to the Health Benefits Account shall not exceed the amount
reasonably estimated to be paid by the Employer during the taxable year of the
transfer for Qualified Current Retiree Health Liabilities. Excess Pension Assets
shall not be transferred in any taxable year beginning after December 31, 2005.
No contributions shall be made to the Health Benefits Account; and no transfers
to the Health Benefits Account shall be made other than those described in this
Section 8.4(a).

                  (b) Except to the extent otherwise provided in Section 420 of
the Internal Revenue Code, Excess Pension Assets transferred to the Health
Benefits Account shall be used only with respect to Qualified Current Retiree
Health Liabilities for the taxable year of the Employer in which the transfer is
made. To the extent any portion of the Excess Pension Assets transferred to the
Health Benefits Account (including any net earnings allocable thereto) is not
used as described in the immediately preceding sentence, such amount shall be
transferred out of the Health Benefits Account and returned to the general
assets of the Plan.

                  8.5 Special Vesting Requirements. As of the date of a transfer
of Excess Pension Assets to the Health Benefits Account pursuant to this Article
VIII, the accrued pension benefits of each participant or beneficiary under the
Plan (who is a participant or beneficiary on


                                      -42-
<PAGE>

the date of such transfer of Excess Pension Assets) shall become nonforfeitable
in the same manner which would be required if the Plan had terminated
immediately before such transfer of Excess Pension Assets, or in the case of a
participant who was a participant during the one-year period ending on the date
of such transfer of Excess Pension Assets and who separated from service during
the one-year period ending on the date of such transfer of Excess Pension Assets
in the same manner which would be required if the Plan (or any predecessor plan
to the Plan) had terminated immediately before such separation from service, in
each case as and to the extent required (and only to the extent required) under
Section 420(c)(2)(A) of the Internal Revenue Code. Any pension benefits under
the Plan accruing after the date of vesting under the immediately preceding
sentence shall be subject to the Plan's vesting provisions as if vesting
pursuant to this Section 8.5 had never occurred. Notwithstanding the immediately
preceding sentence or any other provision of the Plan to the contrary, each
participant who became vested in his accrued pension benefits under the Plan
solely on account of a transfer of Excess Pension Assets occurring during the
Plan Year ending May 31, 2000 or the Plan Year ending May 31, 2001 shall after
the date of such transfer of Excess Pension Assets be deemed to have satisfied
any requirement under the Plan to have a minimum amount of service in order to
be eligible for a deferred vested pension benefit under the Plan. In no event
shall the immediately preceding sentence affect the amount of any benefit under
the Plan or affect the eligibility for any normal retirement, early retirement,
special early retirement, disability, or other pension (other than eligibility
for a deferred vested pension or spouse survivor benefit with respect to such
deferred vested pension).

                  8.6 Payment of Qualified Current Retiree Health Liabilities.
Distributions from the Health Benefits Account shall be made only for the
reimbursement of the Employer for Qualified Current Retiree Health Liabilities
to the extent provided for under Section 8.4. The Company may cause such
distributions to be made to it or any other Employer. Any such distribution
shall be paid only to the extent of the balance in the Health Benefits Account.
No amounts allocated to the Health Benefits Account (including net earnings, if
any) for payment of Qualified Current Retiree Health Liabilities may be used
for, or diverted to, any other purpose (including the payment of any other
benefits under the Plan) prior to the satisfaction of all Qualified Current
Retiree Health Liabilities. Any amounts remaining in the Health Benefits Account
after the satisfaction of all Qualified Current Retiree Health Liabilities shall
be transferred out of the Health Benefits Account and returned to the general
assets of the Plan pursuant to Section 8.4(b). Neither the provisions of the
Plan with respect to Qualified Current Retiree Health Liabilities, the
maintenance of the Health Benefits Account, nor the transfer of any Excess
Pension Assets pursuant to this Article VIII shall be construed or treated as
creating or being part of any accrued benefit of any participant or beneficiary
under the Plan (as such accrued benefits are described in Section 411(d)(6) of
the Internal Revenue Code and the regulations promulgated thereunder).

                  8.7 Definitions. For purposes of this Article VIII, the
following terms shall have the meaning set forth below:


                                      -43-
<PAGE>

                  (a) "Cost Maintenance Period" means the period of five (5)
taxable years beginning with the taxable year in which a transfer of Excess
Pension Assets occurs under Section 8.4.

                  (b) "Excess Pension Assets" means "excess pension assets"
under the Plan (if any) as determined under Section 420(e)(2) of the Internal
Revenue Code.

                  (c) "Health Benefits" means health benefits or coverage that
are provided by the Employer to retired employees and their spouses and
dependents as described in Section 420(e)(1)(C) of the Internal Revenue Code.

                  (d) "Health Benefits Account" means the separate account
established and maintained under this Article VIII in accordance with the
requirements of Section 401(h) of the Internal Revenue Code but subject to the
provisions of Section 420 of the Internal Revenue Code.

                  (e) "Health Plan" means a group health plan sponsored by the
Employer that provides Health Benefits, as such plan may be amended from time to
time, and that includes provisions satisfying Section 420(c)(3) of the Internal
Revenue Code, including the requirement that the applicable employer cost (as
defined in Section 420(c)(3) of the Internal Revenue Code) for each taxable year
during the Cost Maintenance Period shall not be less than the higher of the
applicable employer costs for each of the two taxable years immediately
preceding the taxable year of a transfer of Excess Pension Assets under Section
8.4. The pertinent terms and conditions of any Health Plan are not a part of
this Plan, are not subject to the terms and conditions of this Plan, and, except
as provided in the immediately preceding sentence, may be amended or terminated
from time to time without regard to the provisions of this Plan.

                  (f) "Qualified Current Retiree Health Liabilities" means, with
respect to any taxable year of the Employer, the aggregate amounts (including
administrative expenses) which relate to Health Benefits provided during such
taxable year and that satisfy the requirements of Section 420(e)(1) of the
Internal Revenue Code. As such, Qualified Current Retiree Health Liabilities
with respect to a taxable year shall not include amounts related to Health
Benefits provided to any individual (or his spouse and dependents) who is a "key
employee" within the meaning of Section 416(i)(1) of the Internal Revenue Code
with respect to any Plan Year ending in such taxable year.


                                      -44-
<PAGE>

ARTICLE IX. - EMPLOYERS

                  9.1 Adoption by Other Employers. The only Employers as of June
1, 2000 are the Company, Brush Wellman Inc., William Advanced Materials Inc.,
and Technical Materials, Inc. Any other Controlled Group Member may, with the
consent of the Company, adopt the Plan and thereby become an Employer hereunder
by executing an instrument evidencing such adoption upon the order of its
governing body and filing a copy of such instrument with the Company. Such
adoption may be subject to such terms and conditions as the Company requires or
approves.

                  9.2 Costs and Expenses to be Shared. While there is more than
one Employer, the costs of the Plan (including Employer contributions pursuant
to the Plan and expenses incurred in connection with the Plan or the Trust Fund,
but exclusive of any expenses to be paid from the Trust Fund) shall be shared by
the Employers on such basis as may be determined by the Company.


                                      -45-
<PAGE>

ARTICLE X. - DETERMINATION OF PARTICIPATION AND BENEFITS

                  10.1 Employment Termination Prior to June 1, 2000. The
benefits payable under the Plan (if any) with respect to any person whose
employment with the Controlled Group terminated before June 1, 2000 and who is
not a current Employee on or after June 1, 2000 shall be determined and paid
solely in accordance with the relevant provisions of the Pre-2000 Restatement
Plan, except to the extent otherwise expressly provided in, or where the context
clearly requires application of provisions of, the Plan as hereby restated as of
June 1, 2000, as amended hereafter from time to time, or to the extent required
under applicable law. Without limitation of the foregoing, the provisions of
subsection (7) of Section 6.12 regarding persons whose employment terminated
prior to June 1, 2000 shall apply to any benefits payable under the Plan and the
provisions of Section 6.9 and the provisions of any Schedule regarding the
method and actuarial assumptions used to determine the lump sum actuarial
equivalent value of a benefit shall apply to any benefit under the Plan paid in
a lump sum payment as of a date occurring on or after June 1, 2000.

                  10.2 Coverage and Participation. (1) Coverage under the Plan
may be extended to any plant, location, operating unit, or classification of
employees of an Employer that is not already covered under the Plan pursuant
only to an amendment to the appropriate Schedule of the Plan in accordance with
the procedures set forth for Plan amendments in Article XII. Such amendment
shall specify the effective date of such extension of coverage. Any new plant,
location, or operating unit which is established by an Employer shall not become
covered solely by virtue of the fact that it is part of such Employer or part of
a plant, location, or operating unit which at the time is covered; any such new
plant, location, or operating unit shall become covered only if Plan coverage is
expressly extended thereto in accordance with the procedures specified in the
foregoing provisions of this Section.

                  (2) An employee or former employee of a Controlled Group
Member who at the close of business on May 31, 2000 was a participant under the
Pre-2000 Restatement Plan (as determined under the provision of the Pre-2000
Restatement Plan) shall continue to be or shall become a Participant on and
after June 1, 2000 until such person's participation terminates as provided in
this subsection (2); otherwise, an Employee shall become a Participant when the
Employee has satisfied the requirements to participate under an applicable
Schedule. A Participant shall cease to be a Participant when he is no longer an
Employee, unless he has a vested accrued pension benefit under the Plan, in
which case he shall cease to be a Participant when he is no longer receiving or
is no longer eligible to receive a pension benefit from the Plan.

                  (3) If the nonforfeitable percentage of the accrued benefit of
a Participant is zero at his termination of employment with the Controlled
Group, such Participant shall be deemed to have received a distribution of the
entire accrued benefit to which he was entitled under the Plan at his
termination of employment with the Controlled Group in lieu of all other
benefits payable under the Plan.

                  10.3 Benefits. Except as otherwise provided in the provisions
of the Plan other than an applicable Schedule: (1) The benefits to be provided
under the Plan to a


                                      -46-
<PAGE>

Participant whose employment with the Controlled Group terminates on or after
June 1, 2000 (if any) shall be as determined in accordance with the Schedule(s)
applicable to such Participant; and (2) If such benefits are payable under more
than one Schedule with respect to a Participant, the benefits under each
applicable Schedule shall be determined and paid separately from the benefits
under any other Schedule.


                                      -47-
<PAGE>

ARTICLE XI. - MERGER OF CERTAIN PLANS INTO THE PLAN

                  11.1 Merger of Plans. From time to time certain pension plans
qualified under Section 401(a) of the Internal Revenue Code have been or will be
merged into the Plan (or into the Brush Wellman Inc. Pension Plan, or into the
Brush Wellman Inc. Pension Plan for Salaried Employees and its predecessors, of
which this Plan is a continuation) (hereinafter referred to as a "Merged Plan").
Prior to the time that a Merged Plan was merged into the Plan, the Merged Plan
may have merged with another pension plan qualified under Section 401(a) of the
Internal Revenue code (hereinafter referred to as a "Merged Prior Plan").

                  11.2 Determination of Benefits for Merged Plans and Merged
Prior Plans. The provisions of Section 10.1 shall apply with respect to a
Participant who is not an Employee on or after June 1, 2000. With respect to a
Participant who is an Employee on or after June 1, 2000, service and
compensation taken into account under a Merged Plan or a Merged Prior Plan shall
be taken into account under a Schedule that is applicable to the Participant;
provided, however, that there shall be no duplication of service, compensation,
or benefits under the Plan in respect of any period or otherwise.

                  11.3 Merger of TMI Plan. (1) Effective immediately following
the close of business on May 31, 2000 (hereinafter referred to as the "TMI
Merger Date"), the Technical Materials, Inc. Pension Plan, maintained under an
instrument dated as of June 1, 1994, as amended, and certain predecessor
instruments (hereinafter referred to as the "TMI Plan"), was merged into the
Plan. Effective as of the TMI Merger Date, participants in the TMI Plan ceased
to be participants therein and became Participants in the Plan.

                  (2) Effective as of the TMI Merger Date, all liabilities of
the TMI Plan were transferred to the Plan from the TMI Plan. On or as soon as
practicable after the TMI Merger Date, the assets of the TMI Plan were, upon the
direction of the Company to the Trustee, transferred to the Trust Fund from the
trust fund maintained under the TMI Plan.

                  (3) The Plan shall be deemed to be a continuation of the TMI
Plan. The terms and conditions of the TMI Plan (including the terms and
conditions of any prior provision of the TMI Plan or any predecessor plan
document) may be amended, including amendments made retroactive to a date prior
to the TMI Merger Date, in accordance with the applicable provisions of the
Plan.

                  11.4 Merger of WAM Plan. (1) Effective immediately following
the close of business on May 31, 2000 (hereinafter referred to as the "WAM
Merger Date"), the William Advanced Materials Inc. Retirement Plan, maintained
under an instrument dated as of June 1, 1994, as amended, and certain
predecessor instruments (hereinafter referred to as the "WAM Plan"), was merged
into the Plan. Effective as of the WAM Merger Date, participants in the WAM Plan
(hereinafter referred to as "WAM Plan Participants") ceased to be participants
therein and became Participants in the Plan.

                  (2) Effective as of the WAM Merger Date, all liabilities of
the WAM Plan were transferred to the Plan from the WAM Plan. On or as soon as
practicable after the WAM


                                      -48-
<PAGE>

Merger Date, the assets of the WAM Plan were, upon the direction of the Company
to the Trustee, transferred to the Trust Fund from the trust fund maintained
under the WAM Plan.

                  (3) The Plan shall be deemed to be a continuation of the WAM
Plan. The terms and conditions of the WAM Plan (including the terms and
conditions of any prior provision of the WAM Plan or any predecessor plan
document) may be amended, including amendments made retroactive to a date prior
to the WAM Merger Date, in accordance with the applicable provisions of the
Plan.

                  11.5 Overriding Provisions. The provisions of this Article XI
shall apply notwithstanding any other provisions of the Plan and shall override
any conflicting Plan provisions.


                                      -49-
<PAGE>

ARTICLE XII. - AMENDMENT

                  12.1 Right to Amend. The Company has reserved, and does hereby
reserve, the right, subject to the limitations of the first sentence of Section
6.2, to amend at any time and from time to time any or all of the provisions of
the Plan without the consent of any other Employer or of any Employee,
Participant, Beneficiary or other person. The Company's right to amend the Plan
shall include the right to amend the Plan to include in the Plan any additional
group or groups of Employees (including former Employees). Any such amendment to
the Plan may also apply to the portion(s) of the Plan attributable to (or
otherwise with respect to) the Pre-2000 Restatement Plan, any Merged Plan, any
Merged Prior Plan, and any portion(s) thereof or provisions in respect thereof.

                  12.2 Procedures for Amendment. Any amendment of the Plan shall
be expressed either in an instrument executed by the Company on the order of its
Board of Directors or in an instrument executed on behalf of the Company by any
officer or officers of the Company authorized by resolution of the Company's
Board of Directors to amend the Plan.


                                      -50-
<PAGE>

ARTICLE XIII. - TERMINATION

                  13.1 Right to Terminate or Withdraw. (1) The Company has
reserved, and does hereby reserve, the right to terminate the Plan (including
all portions of the Plan) at any time (without the consent of any other Employer
or of any Employee, Participant, Beneficiary or other person) either in whole or
in part or as to any or all of the Employers or as to any designated group of
Employees (including former Employees) and their Beneficiaries. Such termination
shall be expressed in an instrument executed by the Company on the order of the
Board of Directors.

                  (2) Any Employer (other than the Company) may elect separately
to withdraw from the Plan, without consent of any other Employer or of any
Employee, Participant, Beneficiary or other person, and such Employer shall not
be an Employer from the effective date of the withdrawal. Any such withdrawal
shall be expressed in an instrument executed by the withdrawing Employer on the
order of its Board of Directors or other governing body and filed with the
Company, and shall (except as may otherwise be required by applicable law)
become effective when so filed unless some other effective date is designated in
such instrument and approved by the Company.

                  13.2 Application of Assets Upon Termination. If the Plan is
terminated pursuant to Section 13.1 as to all Employees, Participants and
Beneficiaries, then, in the absence of a subsequent amendment to this Article,
no contributions shall thereafter be made to the Trust and the assets remaining
in the Trust Fund (available to provide benefits) shall be allocated in
accordance with applicable law for the purpose of paying benefits provided for
in the Plan. Any residual assets attributable to an Employer's contributions may
at the Company's direction be distributed to the Company or to any Employer if
(A) all liabilities of the Plan to Participants and their Beneficiaries have
been satisfied and (B) the distribution does not contravene any provision of
law.

                  13.3 Partial Termination. If, pursuant to Section 13.1, the
Plan is terminated as to any Employer or as to any designated group of Employees
(including former Employees) and their Beneficiaries while remaining in effect
as to any other Employer or Participants or Beneficiaries, the Trust Fund shall
(except as may otherwise be required by applicable law) be divided on the basis
of the ratio of (A) to (B) where (A) equals the funded actuarial requirements of
the Plan (as of the effective date of such termination) with respect to the
Participants and Beneficiaries as to whom the Plan is terminated, and (B) equals
the funded actuarial requirements of the Plan as of such date with respect to
all Participants and Beneficiaries. Such funded actuarial requirements of the
Plan shall be determined by the Actuary by the use of such factors, assumptions
and procedures as the Actuary deems to be practical and appropriate in view of
the circumstances involved. After such division, that part of the Trust Fund as
to which the Plan has been so terminated shall (except as may otherwise be
required by applicable law) be administered and/or distributed in accordance
with Section 13.2 for the Participants and Beneficiaries as to whom the Plan has
been terminated, unless provision is made by amendment of the Plan for some
other disposition of such part of the Trust Fund.


                                      -51-
<PAGE>

ARTICLE XIV. - EFFECTIVE DATE

                  14.1 General. Except as otherwise herein provided (including
as the context may require), this restatement of the Plan shall be effective as
of June 1, 2000.

                  14.2 GUST Effective Dates. Except as otherwise expressly
provided herein, each change made to the Plan by this restatement for the
purpose of satisfying a provision of (i) the Uniformed Services Employment and
Reemployment Rights Act of 1994, (ii) the Uruguay Round Agreements Act of 1994,
including with respect to the immediately following sentence, (iii) the Small
Business Job Protection Act of 1996, (iv) the Taxpayer Relief Act of 1997, (v)
the Internal Revenue Service Restructuring and Reform Act of 1998, (vi) the
Community Renewal Tax Relief Act of 2000, (vii) any other change in the Internal
Revenue Code or ERISA, or (viii) regulations, rulings, or other published
guidance issued under the Internal Revenue Code, ERISA or the legislative
enactments listed in (i)-(vi) above (a "Compliance Change") shall be effective
as of the first date such change became required by reason of such provision and
shall also be effective with respect to any plan merged (including a transfer of
assets and liabilities from any plan subject to Section 414(l) of the Internal
Revenue Code) into the Plan as of the first date such change became required by
reason of such provision (including for periods prior to the merger date to the
extent so required), and accordingly, is also an amendment of any plan merged
(including a plan from which assets and liabilities were transferred) into the
Plan for this purpose. For a benefit payable in a single sum or deemed to be
payable in a lump sum after May 31, 2000 with respect to Employees and former
Employees, regardless of when employment covered under the Plan terminated and
notwithstanding any other provision in the Plan to the contrary, the basis used
to determine the present value of the single sum benefit shall be the
"applicable mortality table" and "applicable interest rate" where the
"applicable mortality table" for this purpose means the table prescribed from
time to time by the Secretary of Treasury pursuant to Section 417(e)(3) of the
Internal Revenue Code as in effect on the date of distribution and the
"applicable interest rate" for this purpose means the annual rate of interest
for purposes of Section 417(e)(3) of the Internal Revenue Code using the Plan
Year as the stability period and the second calendar month preceding the first
day of the Plan Year as the lookback month in accordance with Treasury
Regulation Section 1.417(e) - 1(d)(4). This provision shall be effective to
amend any plan merged (including a plan from which assets and liabilities were
transferred) into the Plan only with respect to Compliance Changes, and this
restatement and the Compliance Changes shall not be construed to expand the
definition of eligible employee, change accrued benefits, or otherwise change
any substantive provision of the Plan or of any plan merged (including a plan
from which assets and liabilities were transferred) into the Plan that is not
directly affected by a Compliance Change.

                  14.3 EGTRRA Compliance. This restatement of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This restatement is intended as good
faith compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder. Except as otherwise
provided herein, provisions of this restatement implementing EGTRRA shall be
effective as of the first day of the first Plan Year beginning after December
31, 2001.

                                      * * *


                                      -52-
<PAGE>

                  Executed this ______ day of _________, 2002.

                                              BRUSH ENGINEERED MATERIALS INC.


                                              By:
                                                 -------------------------------
                                                 Title:


                                      -53-
<PAGE>

                                   SCHEDULE A

                       SALARIED EMPLOYEES OF THE COMPANY,
                BEM SERVICES, INC., BRUSH CERAMIC PRODUCTS INC.,
                BRUSH INTERNATIONAL, INC., BRUSH RESOURCES INC.,
                BRUSH WELLMAN INC., AND ZENTRIX TECHNOLOGIES INC.

ARTICLE I. - DEFINITIONS

                  1.1 Definitions. The following terms when used in this
Schedule A with initial capital letters shall have the following respective
meanings unless the context clearly indicates otherwise:

                  (1) Accrued Benefit: See Section 3.1(2).

                  (2) Actuarial Equivalent: A benefit of equivalent actuarial
value when computed on the basis of the actuarial factors, assumptions and
procedures set forth on Exhibit A to this Schedule A.

                  (3) Age: A person's "Age" at any time shall be his age on the
then most recent anniversary of his date of birth.

                  (4) Anticipated Benefit: The monthly amount payable at Age 65
to which a Participant who was a participant in the Pre-1981 Restatement Plan on
May 31, 1981 would have been entitled in accordance with the Pre-1981
Restatement Plan as if it were in effect (or, in the case of Brush Wellman Inc.
Pension Plan for Hourly Employees, as it is in effect under Schedule B of the
Plan) on his Qualifying Employment Severance Date and as if he were a
participant thereunder on such Date; provided, however, except as otherwise
specifically provided in the Plan, the requirements (including Years of Vesting
Service) relating to eligibility for, and the Years of Benefit Service for
periods on and after June 1, 1981 and Primary Social Security Amount used in
computing the amount of, any such benefits shall be only those as set forth or
determined in accordance with the provisions of this Schedule A as in effect on
such Qualifying Employment Severance Date.

                  (5) Beneficiary: A Participant's Death Beneficiary, his Spouse
or any other person (other than such Participant) who is or becomes entitled
under this Schedule A, or under an option or options permitted by the terms of
this Schedule A, to receive any part or all of a pension or other benefit
payable with respect to such Participant.

                  (6) Covered Employee: With respect to periods prior to
November 1, 1996, a "Covered Employee" as defined in the Pre-2000 Restatement
Plan as of the date status as a Covered Employee is determined, and with respect
to periods on and after November 1, 1996, an Employee of an Employer who
receives his regular compensation on a salary basis or on a salary and
commission basis and who is employed at a covered plant, location, or operating
unit listed on Schedule AI, or who is a member of a covered classification of
employees listed on


                                      -A1-
<PAGE>

Schedule AI, but excluding (A) any Employee within a collective bargaining unit
covered by a collective bargaining agreement with any Employer pursuant to which
the Employer is required to make contributions under another Schedule or to
another pension, retirement profit sharing, annuity or similar retirement plan
or arrangement for Employees in such unit unless the collective bargaining
representative for Employees in such unit and the Employer agree that this
exclusion shall not apply to Employees in such unit, (B) any Employee who is a
nonresident alien, (C) any Employee of the Newburyport, Massachusetts Ceramics
Division of Brush Wellman Inc. during any period of time any such Employee is
employed by such Massachusetts Ceramics Division prior to July 1, 1981, (D) any
leased employee as such term is defined in Section 6.20 (Provision Pursuant to
Internal Revenue Code Section 414(n)), (E) any person who is not treated by the
Employer as an employee for purposes of Section 3401 of the Internal Revenue
Code (without regard to any determination other than by the Employer that such
person is or is not an employee for purposes of Section 3401 of the Internal
Revenue Code and without regard to any retroactive treatment by the Employer of
such person as an employee for purposes of Section 3401 of the Internal Revenue
Code), and (F) any Employee of the Crystal Systems Division of Brush Wellman
Inc. during any period of time any such Employee is employed by such Crystal
Systems Division, provided, however, that if an Employee is transferred to
employment with such Crystal Systems Division after December 31, 1980 and if
immediately prior to such transfer he was covered by the Pre-2000 Restatement
Plan or this Schedule, or by any other plan of the Company or any other
Controlled Group Member which is qualified under Section 401(a) of the Internal
Revenue Code, such Employee shall, nevertheless, be considered to be a Covered
Employee during the period or periods of his subsequent employment as a salaried
Employee of such Crystal Systems Division, so long as he is not otherwise
excluded hereunder. For purposes of this paragraph (6), any person who is an
Employee, who is performing services outside of the United States of America as
an Employee of an Employer, and who immediately prior to beginning to perform
such services outside of the United States of America was a Covered Employee
under this paragraph (6) (determined without regard to this sentence) shall be
deemed to be a Covered Employee employed at the covered plant, location, or
operating unit or in the covered classification at which or in which such
Covered Employee was employed immediately prior to beginning to perform such
services outside of the United States of America until the earliest of the date
on which the person is transferred to a plant, location, or operating unit or
employment classification listed on Schedule AI, the date on which the person is
transferred to a plant, location, or operating unit located within the United
States of America that is not listed on Schedule AI, the date on which the
person no longer receives his regular compensation on a salary basis or on a
salary and commission basis, the date on which the person is no longer an
Employee of an Employer, or the date on which the person has a status that would
exclude the person from the definition of Covered Employee under clauses (A)
through (F) of the first sentence of this paragraph (6).


                                      -A2-
<PAGE>

                  (7) Death Beneficiary: (a) A Participant's Death Beneficiary
shall be his Spouse if such Spouse survives him, and if such Spouse's death
occurs after the Participant's death, the Participant's Death Beneficiary shall
be such Spouse's estate.

                  (b) If a Participant has no Spouse at the time of his death or
his Spouse consents (in the manner hereinafter described in this paragraph (b))
to the designation hereinafter provided for in this paragraph (b), his Death
Beneficiary shall be such person or persons (other than, or in addition to, his
Spouse in the case of a married Participant) as may be designated by a
Participant as his death beneficiary or contingent death beneficiary under the
Plan. Such a designation may be made, revoked or changed only by an instrument
(in a form acceptable to the Committee) which is signed by the Participant,
which, if he has a Spouse, includes his Spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
Spouse being named as the Participant's sole Death Beneficiary), and which is
filed with the Committee before the Participant's death. A Spouse's written
consent required by this paragraph (b) shall be signed by the Spouse, shall
acknowledge the effect of such consent, shall be witnessed by any person
designated by the Committee as a Plan representative or by a notary public and
shall be effective only with respect to such Spouse. A person designated by a
Participant as a Death Beneficiary who ceases to exist shall not be entitled to
any payment thereafter to be made to the Participant's Death Beneficiary;
provided, however, that if a Participant's designation includes his Spouse, such
Spouse's death occurs after the Participant's death and such designation does
not provide that payments otherwise to be made to the Spouse shall be made to
some other person or persons after such Spouse's death, such payments shall be
made to the Spouse's estate. At any time when all the persons designated by the
Participant as his Death Beneficiary have ceased to exist, his Death Beneficiary
shall be his Spouse or, if he does not then have a Spouse (and his Spouse's
estate is not entitled to payments pursuant to the provisions of the immediately
preceding sentence), such relative or relatives of the Participant (by blood,
marriage or adoption) and in such proportions as the Committee may select, or,
in the discretion of the Committee, the Participant's estate.

                  (c) If a Participant has no Spouse and he has not made an
effective Death Beneficiary designation pursuant to paragraph (b) above, his
Death Beneficiary shall be determined by the Committee as provided in the last
sentence of such paragraph (b).

                  (8) Earnings: The regular base salary or base wages, overtime,
incentive compensation paid pursuant to any incentive compensation plan (or any
similar plan) of any Controlled Group Member, as from time to time in effect,
and commissions paid or to be paid by a Controlled Group Member to an Employee
but exclusive of all other forms of compensation; provided, however, that with
respect to Participants who are "highly compensated employees" as defined in
Section 414(q) of the Internal Revenue Code and who received a retirement
benefit under the Brush Wellman Inc. Voluntary Early Retirement Window
Supplemental Plan, "Earnings" shall not include incentive compensation paid
pursuant to any incentive compensation plan (or any similar plan) of any
Controlled Group Member the payment of which is made by a Controlled Group
Member in a calendar year earlier than the calendar year in which


                                      -A3-
<PAGE>

payment thereof would normally be made under such incentive compensation plan
(or similar plan). Notwithstanding the foregoing, an amount that is includible
in an Employee's gross income for Federal income tax purposes as a result of
performance restricted shares granted to the Employee under the Brush Wellman
Inc. 1995 Stock Incentive Plan, as amended or the Brush Engineered Materials
Inc. 1995 Stock Incentive Plan, as amended (the "1995 Stock Plan") being not, or
no longer being, subject to a substantial risk of forfeiture or restriction on
transfer under the 1995 Stock Plan, as a result of a payment under the 1995
Stock Plan by a Controlled Group Member to the Employee in respect of
performance shares granted to the Employee under the 1995 Stock Plan, or as a
result of payment under the 1995 Stock Plan by a Controlled Group Member to the
Employee in respect of performance units granted to the Employee under the 1995
Stock Plan, except for any such amount in respect of dividends or other
distributions or dividend equivalents or equivalents to other distributions with
respect to such performance restricted shares, performance shares, or
performance units, shall be considered Earnings at the time that such amount is
includible in the Employee's gross income for Federal income tax purposes;
provided, however, that in determining the amount of any such Earnings and the
time at which any such amount is Earnings any election pursuant to Section 83(b)
of the Internal Revenue Code shall be disregarded. Earnings shall not be
affected by any compensation reduction elections of an Employee under Internal
Revenue Code Section 125 or 401(k).

                  (9) Employer: The Company, BEM Services, Inc., Brush Ceramic
Products Inc., Brush International, Inc., Brush Resources Inc., Brush Wellman
Inc., and Zentrix Technologies Inc.

                  (10) Employment Commencement Date: The date on which an
Employee first performs an Hour of Service for a Controlled Group Member.

                  (11) Employment Severance and Employment Severance Date: An
Employment Severance occurs on the earlier of (A) the date on which an
Employee's employment with the Controlled Group is terminated because of death,
resignation, Retirement or discharge or (B) the later of (i) the first
anniversary of the first day of a period in which the Employee remains absent
from employment (with or without pay) with the Controlled Group for any reason
other than death, resignation, Retirement or discharge or (ii) the date on which
the Employee's disability benefit payable under any Long-Term Disability Benefit
Contract applicable to him ceases. The date on which an Employee's Employment
Severance occurs shall be referred to as his Employment Severance Date.

                  (12) Final Average Monthly Pay: (a) For a person who is not
employed as an Employee after April 30, 2001, the following shall apply: The
amount determined by ascertaining the amount of an Employee's Earnings during
each of the five highest consecutive calendar years (or, if he has been employed
for a lesser number of consecutive calendar years, such lesser number of
consecutive calendar years) ending not later than the end of the calendar year
in which occurs the earliest of (A) his Qualifying Employment Severance Date or
(B) the effective date of the termination of the Plan with respect to him, and
by dividing 60 into the total amount of his Earnings during such five
consecutive calendar years; provided, however, that (i) if an employee has less
than five consecutive calendar years of employment with the Controlled


                                      -A4-
<PAGE>

Group upon the occurrence of such event, the average shall be taken over his
total period of employment and (ii) if an Employee does not have any Earnings
during a calendar year, such year shall be ignored for all purposes of this
definition.

                  (b) For a person who is employed as an Employee after April
30, 2001, the following shall apply: The amount determined by ascertaining the
amount of an Employee's Earnings during each of the five highest consecutive
calendar years (or, if he has been employed for a lesser number of consecutive
calendar years, such lesser number of consecutive calendar years) ending not
later than the end of the calendar year in which occurs the earliest of (A) his
latest Qualifying Employment Severance Date or (B) the effective date of the
termination of the Plan with respect to him, and by dividing 60 into the total
amount of his Earnings during such five consecutive calendar years; provided,
however, that (i) if an employee has less than five consecutive calendar years
of employment with the Controlled Group upon the occurrence of such event, the
average shall be taken over his total period of employment and (ii) if an
Employee does not have any Earnings during a calendar year, such year shall be
ignored for all purposes of this definition.

                  (13) Hour of Service: Hours of Service shall be credited in
accordance with the following rules:

                  (A) An Employee shall be credited with one Hour of Service for
      each hour for which he is paid, or entitled to payment, by one or more
      Controlled Group Members for the performance of duties as an Employee.

                  (B)(i) An Employee shall be credited with one Hour of Service
      (on the basis set forth in subparagraph (iv) below) for each hour for
      which he is paid, or entitled to payment, by one or more Controlled Group
      Members 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), lay-off, jury duty, military duty or leave of absence.

                  (ii) Notwithstanding the foregoing provisions of this
      paragraph (B),

                  (a) no more than 501 Hours of Service shall be credited under
            this paragraph (B) to an Employee on account of any single
            continuous period during which he performs no duties (whether or not
            such period occurs in a single Plan Year);

                  (b) an hour for which an Employee is directly or indirectly
            paid, or entitled to payment, on account of a period during which no
            duties are performed shall not be credited to the Employee if


                                      -A5-
<PAGE>

            such payment is made or due under a plan maintained solely for the
            purpose of complying with applicable worker's compensation or
            unemployment compensation or disability insurance laws; and

                  (c) Hours of Service shall not be credited for a payment which
            solely reimburses an Employee for medical or medically related
            expenses incurred by the Employee.

                  (iii) For purposes of this paragraph (B), a payment shall be
      deemed to be made by or due from a Controlled Group Member regardless of
      whether such payment is made by or due from such Controlled Group Member
      directly, or indirectly through, among others, a trust fund, or insurer,
      to which such Controlled Group Member contributes or pays premiums and
      regardless of whether contributions made or due to the trust fund, insurer
      or other entity are for the benefit of particular Employees or are on
      behalf of a group of Employees in the aggregate.

                  (iv) For purposes of this paragraph (B), an Employee shall be
      credited with Hours of Service on the basis of his regularly scheduled
      working hours per week (or per day if he is paid on a daily basis) or, in
      the case of an Employee without a regular work schedule, on the basis of
      40 Hours of Service per week (or 8 Hours of Service per day if he is paid
      on a daily basis) for each week (or day) during such period of time during
      which no duties are performed. Notwithstanding the foregoing provisions of
      this subparagraph (iv), an Employee shall not be credited with a greater
      number of Hours of Service for a period during which no duties are
      performed than (a) the number of hours for which he is regularly scheduled
      for the performance of duties during such period or (b) in the case of an
      Employee without a regular work schedule, 40 Hours of Service per week (or
      8 Hours of Service per day if he is paid on a daily basis).

                  (C) An Employee shall be credited with one Hour of Service for
      each hour for which back pay, irrespective of mitigation of damages, has
      been either awarded or agreed to by one or more Controlled Group Members,
      provided, however, that (i) an hour shall not be credited under both
      paragraph (A) or (B), as the case may be, and this paragraph (C), and (ii)
      Hours of Service credited under this paragraph (C) with respect to periods
      described in paragraph (B) shall be subject to the limitations and
      provisions set forth in said paragraph (B).

                  (D) Hours of Service shall be determined from records
      maintained by Controlled Group Members of hours for which payment is made
      or due, except that with respect to each Employee whose compensation is
      not determined on the basis of certain amounts for each hour worked during
      a given period and for whom hours of work are not required to be counted
      and recorded by any federal law (other than ERISA), he shall be credited
      with 45 Hours of Service for each week, or 10 Hours of Service for each
      day if he is paid on a daily basis, in which


                                      -A6-
<PAGE>

      he is credited with an Hour of Service under paragraphs (A) or (B) of this
      subsection (13).

                  (E) No hour shall be counted more than once or be counted as
      more than one Hour of Service even though the Employee may receive more
      than straight-time pay for it.

                  (F) Hours of Service shall be credited to eligibility
      computation periods and Plan Years in accordance with the provisions of 29
      C.F.R. Section 2530.200b-2(c), which provisions are hereby incorporated
      herein by reference.

                  (G) Anything in the Plan to the contrary notwithstanding, an
      Employee shall be credited with such Hours of Service not otherwise
      credited to him under the Plan as may be required by applicable law.

                  (14) Long-Term Disability Benefit Contract: Any contract or
other arrangement entered into between an Employer and any commercial insurance
carrier or any formalized plan or program of an Employer which is communicated
in writing to the participants, the costs of which are borne in whole or in part
by such Employer and which provides for long-term disability benefits for
participants, on a uniform and nondiscriminatory basis, after termination of any
said participant's active employment with every Employer because of bodily or
mental injury or disease, as defined from time to time in such contract,
arrangement, plan or program, and subject to the other provisions and conditions
contained therein.

                  (15) Normal Retirement Date: The later of the date on which an
Employee attains Age 65 or the fifth anniversary of the date he first commenced
participation in the Plan.

                  (16) Pension Commencement Date: The date as of which a
Participant's or Beneficiary's pension under this Schedule A commences or is to
commence under the applicable terms of this Schedule A, irrespective of whether
it has in fact commenced.

                  (17) Pensioner: A former Employee whose Qualifying Employment
Severance has occurred and who is eligible for or is receiving a pension under
this Schedule A, even though such pension may not have commenced or will not
commence until after the proper filing of an application and the arrival of the
time at which such pension becomes payable.

                  (18) Pre-1981 Restatement Plan: The Brush Wellman Inc. Pension
Plan for Salaried Employees (formerly known as Brush Wellman Inc. Pension Plan
for Exempt Salaried Employees), as the same was amended up to (but not
including) June 1, 1981, and as the same may have been or may be amended by any
post-June 1, 1981 amendment. For the purposes of those non-exempt employees of
Brush Wellman Inc. who, as of June 1, 1981, became participants under the Brush
Wellman Inc. Pension Plan for Salaried Employees (As Amended and Restated as of
June 1, 1981), the term "Pre-1981 Restatement Plan" shall mean


                                      -A7-
<PAGE>

Brush Wellman Inc. Pension Plan for Hourly Employees (prior to June 1, 1981
known as The Brush Wellman Inc. Pension Plan for Non-Exempt Employees) or the
provisions of Schedule B of the Plan (as appropriate to the context).

                  (19) Primary Social Security Amount: (a) An amount to be
determined for a Participant from a table prepared by the Actuary, which table
shall be prepared on a basis so that such amount for a Participant shall
reasonably approximate the unreduced monthly primary old-age Social Security
Benefit under Title II of the federal Social Security Act to which a Participant
of similar age, sex and earnings would be entitled under the law in effect on
the January 1st coincident with or next preceding his Qualifying Employment
Severance and which shall be based on the following assumptions:

                  (i) that the Participant had received, prior to the calendar
      year immediately preceding the calendar year in which occurs his
      Qualifying Employment Severance, compensation of the type that is subject
      to old-age Social Security taxes which changed from one year to the next
      by an amount equal to the actual change in the national wage for those
      years as determined by the Social Security Administration;

                  (ii) that the Participant shall receive no compensation after
      his Qualifying Employment Severance; and

                  (iii) if his Qualifying Employment Severance occurs after his
      Normal Retirement Date, that his compensation had ceased on his Normal
      Retirement Date.

                  (b) Except as provided in paragraph (c) of this subsection
(19), when the Primary Social Security Amount is computed under the foregoing
provisions of this subsection (19), it shall not thereafter be changed because
of any alteration in the amount of said Social Security benefit in fact paid to
the Participant, including any possible increases in such benefits because of
the application of any formula which is based in whole or in part on one or more
factors such as the cost-of-living index.

                  (c) Notwithstanding any other provisions of this subsection
(19) to the contrary, a Participant shall have the right to supply to the
Administrative Committee, within six months after the later of the date of his
Qualifying Employment Severance or the date on which he is notified by the
Administrative Committee of the pension to which he is entitled under this
Schedule A, his actual history of wages earned prior to his Qualifying
Employment Severance as evidenced by records of the Social Security
Administration or other records which the Administrative Committee deems
acceptable. If such wage history is provided, the amounts obtained therefrom
shall be substituted for the amounts estimated pursuant to paragraph (a) of this
subsection (19) in determining the Participant's Primary Social Security
benefit. If payment of a Participant's pension under this Schedule A commences
prior to the time he furnishes such wage history to the Administrative
Committee, his pension payments shall be increased or reduced, as the case may
be, in accordance with such wage history, provided that any reductions


                                      -A8-
<PAGE>

shall be prospective only, and any increases shall be prospective and
retroactive in the form of a lump sum payment without interest.

                  (20) Qualifying Employment Severance and Qualifying Employment
Severance Date: A Qualifying Employment Severance occurs on the Retirement of a
Participant, a Participant's Employment Severance that makes him eligible for a
deferred vested pension under this Schedule A, or the death of a Participant if
as a result of his death a benefit is payable under this Schedule A for a
Beneficiary of his; and the date on which a Participant's Qualifying Employment
Severance occurs shall be referred to as his Qualifying Employment Severance
Date.

                  (21) Reemployment Commencement Date: The date following an
Employee's Employment Severance Date on which he again performs an Hour of
Service for a Controlled Group Member.

                  (22) Retirement: A Participant's Employment Severance which
makes him eligible for a normal or early retirement pension under this Schedule
A.

                  (23) Service and Years of Service:

                  (A) General Rule: An Employee shall be credited with Vesting
Service and Benefit Service pursuant to the provisions of this subsection (23)
or, with respect to the period prior to June 1, 1985, in accordance with the
provisions of the Brush Wellman Inc. Pension Plan for Salaried Employees
(including the Pre-1981 Restatement Plan) as in effect from time to time before
such date if such provisions result in a greater period of Vesting or Benefit
Service for the Employee.

                  (B) Vesting Service: An Employee's Vesting Service, which
shall be used to determine his (or his Beneficiary's) eligibility for (as
distinguished from the amount of) a benefit, shall equal the total of his
periods of employment with the Controlled Group beginning with his Employment
Commencement Date or his Reemployment Commencement Date if applicable, and
ending on his next following Employment Severance Date, except that if an
Employee whose Employment Severance occurs by reason of his resignation,
Retirement or discharge performs an Hour of Service for a Controlled Group
Member during the 12 consecutive month period (or the 24 consecutive month
period if such termination resulted from a reduction in force) beginning on his
Employment Severance Date, the period beginning on such Employment Severance
Date and ending on the date on which he performs such Hour of Service shall be
deemed to be employment with the Controlled Group; provided, however, that if
such Employee's Employment Severance occurs by reason of his resignation,
Retirement or discharge during a period of absence referred to in Section
1.1(11)(B)(i), the period beginning on his Employment Severance Date and ending
on the date on which he performs such Hour of Service shall not be deemed to be
employment with the Controlled Group unless such Hour of Service is performed
within 12 months of the date on which such period of absence commenced.
Notwithstanding the preceding sentence, in the case of an Employee who, on or
after June 1, 1981, became a Covered Employee under and by reason of an
amendment to the Pre-2000


                                      -A9-
<PAGE>

Restatement Plan, or becomes a Covered Employee by reason of an amendment to
this Schedule A, or by reason of a transfer from other employment with the
Controlled Group and whose service before so becoming a Covered Employee under
any other Schedule or pension or annuity plan (or any similar plan) maintained
or contributed to by a Controlled Group Member was determined on the basis of
computation periods, such Employee shall be credited with Vesting Service
consisting of:

                  (i) a number of years equal to the number of years of service
      credited to the Employee for vesting purposes before the computation
      period during which the transfer occurs, and

                  (ii) the greater of (a) the Vesting Service that would be
      credited to the Employee under this subsection (23) during the entire
      computation period in which the transfer occurs or (b) the service for
      vesting purposes taken into account under the computation periods method
      as of the date of the transfer; and

in addition, the Employee shall be credited with Vesting Service for his period
of employment with the Controlled Group subsequent to the transfer commencing on
the day after the last day of the computation period in which the transfer
occurs. Notwithstanding the foregoing provisions of this subsection (23), an
Employee shall not be credited with Vesting Service for any period after the
termination of the Plan as to him.

                  Notwithstanding any other provision of the Plan to the
contrary, a Covered Employee who was an Employee of Metals Engineering Company
on January 1, 1989, shall solely for purposes of this subparagraph (B) be deemed
to have as his Employment Commencement Date his date of hire with Metals
Engineering Company, or his date of hire with Penn Precision Rolling Mills, Ltd.
if earlier.

                  (C) Benefit Service: An Employee's Benefit Service, which
shall be used to determine the amount of (as distinguished from his eligibility
for) any benefit, shall mean his periods of employment with the Controlled Group
(i) during which he is a Covered Employee (or is deemed to be a Covered Employee
pursuant to Section 3.7) and (ii) which occur between his Employment
Commencement Date or his Reemployment Commencement Date, if applicable, and his
next following Employment Severance Date.

                  (D) Years of Service: In determining the number of an
Employee's Years of Vesting Service, all periods of his employment with the
Controlled Group (whether or not consecutive) counted as Vesting Service
pursuant to paragraph (B) above shall be aggregated on the basis of full years
and months to the nearest month. Except as provided in Section 3.6(3), in
determining the number of an Employee's Years of Benefit Service, each period of
his employment with an Employer counted as Benefit Service pursuant to (C) above
shall be separately determined on the basis of full years and months to the
nearest month in each such period.


                                     -A10-
<PAGE>

                  (E) Former Wellman Employees: Notwithstanding anything in the
Plan to the contrary, a former salaried employee of The S.K. Wellman Corp. (now
known as Egbert Corp.) (1) who, prior to May 4, 1986, transferred from
employment as a salaried employee of The S.K. Wellman Corp. to employment as a
Covered Employee of Brush Wellman Inc., (2) who was a Covered Employee of Brush
Wellman Inc. as of May 4, 1986 and (3) whose Qualifying Employment Severance
under the Plan occurs after May 4, 1986 shall be credited with Benefit Service
under the Plan in an amount equal to the amount of benefit service credited to
him under The S.K. Wellman Corp. Retirement Plan for Salaried Employees at the
time of his said transfer. Each such former salaried employee of The S.K.
Wellman Corp. is hereinafter referred to as a "Former Wellman Employee".

                  (F) Employees of Lorain Plant: Notwithstanding anything in the
Plan to the contrary, a person who is or becomes a Covered Employee on or after
January 1, 2002 shall be credited with Benefit Service with respect to period(s)
of employment of such person as an Employee at the Lorain Plant after October
31, 1996 and prior to January 1, 2002 (if any) as if such person had been a
Covered Employee during such period(s) of employment. Notwithstanding the
immediately preceding sentence, no Benefit Service shall be credited to a
Covered Employee (i) if such Benefit Service would, if credited during the
period of such Covered Employee's employment at the Lorain Plant otherwise in
accordance with the immediately preceding sentence, be disregarded in accordance
with any other provision of the Plan, including but not limited to Section
5.2(3), Section 5.5(2) and/or Section 10.2(3) (Coverage and Participation), in
computing any pension to which such Covered Employee may be entitled under the
Plan, or (ii) if the Covered Employee receives credit for "Years of Benefit
Service" (under and as defined in Schedule B) with respect to such employment as
an Employee at the Lorain Plant.

                  For purposes of this subparagraph (F), the "Lorain Plant"
shall mean the Brush Wellman Inc. facility located at 7375 Industrial Parkway,
Lorain, Ohio.

                  (24) Year of Benefit Service: See Section 1.1(23).

                  (25) Year of Eligibility Service: An Employee shall be
credited with a Year of Eligibility Service if he is credited with at least
1,000 Hours of Service in the 12-month period beginning on his Employment
Commencement Date (or, in the case of an Employee whose Employment Severance
occurs before he completes such 12-month period, in the 12-month period
beginning on his Reemployment Commencement Date), provided that an Employee who
is not credited with at least 1,000 Hours of Service during such 12-month period
shall be credited with a Year of Eligibility Service if he is credited with at
least 1,000 Hours of Service during the Plan Year which includes the first
anniversary of his Employment Commencement Date (or his Reemployment
Commencement Date) or any Plan Year thereafter.

                  (26) Year of Vesting Service: See Section 1.1(23).


                                     -A11-
<PAGE>

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION

                  2.1 Commencement of Participation. (1) A person who, on May
31, 2000, was a "Participant" under the Pre-2000 Restatement Plan or satisfied
the eligibility requirements of the Pre-2000 Restatement Plan, and who is an
Employee (or a Pensioner) on June 1, 2000, shall become, or shall continue to
be, a Participant under this Schedule A on June 1, 2000.

                  (2) An Employee who is not a Participant pursuant to Section
2.1(1) shall become a Participant under this Schedule A on the date on or after
June 1, 2000 on which he satisfies the following eligibility requirements: (A)
he is a Covered Employee, (B) he has attained Age 21, and (C) he has been
credited with a Year of Eligibility Service.

                  (3) If a person ceased to be a Participant under the Pre-2000
Restatement Plan prior to June 1, 2000, or ceases to be a Participant under this
Schedule A on or after June 1, 2000, and he again becomes an Employee on or
after June 1, 2000, he shall again become a Participant under this Schedule A as
of the date he so again becomes an Employee whether or not he again becomes a
Covered Employee.


                                     -A12-
<PAGE>

ARTICLE III. - PENSION AND DEATH BENEFITS

                  3.1 Pensions Prior to June 1, 2000. An Employee or former
Employee shall not be eligible for a pension under the Plan as hereby restated
as of June 1, 2000 unless, in addition to any other requirements set forth in
the Plan, his Qualifying Employment Severance occurs on or after June 1, 2000.
The pension payable to or for an Employee or former Employee whose Qualifying
Employment Severance occurred before June 1, 2000 (and who is not rehired
thereafter) shall be determined by and paid in accordance with the terms and
provisions of the Pre-2000 Restatement Plan (including the Pre-1981 Restatement
Plan) as in effect at the date of such Qualifying Employment Severance except to
the extent certain provisions of the Plan as hereby restated as of June 1, 2000
apply to such pension in accordance with Section 10.1 (Employment Termination
Prior to June 1, 2000). Notwithstanding the foregoing provisions of this Section
3.1, or any other provision of the Plan, or any prior provision of the Plan or
any predecessor plan document, the last sentence of Exhibit A shall apply with
respect to any benefit payable in a lump sum after May 31, 2000 or deemed to be
payable after May 31, 2000 in a lump sum, without regard to when employment
termination occurred.

                  3.2 Regular Pension. (1) The regular pension under this
Schedule A shall be a monthly amount equal to the greatest of (A), (B) or (C)
below, except that only (C) below shall apply to any Participant on May 31, 1981
who was not a Covered Employee on June 1, 1981 and did not become a Covered
Employee after such date:

                  (A) 50% of the Participant's Final Average Monthly Pay reduced
      by 50% of his Primary Social Security Amount, which result shall then be
      multiplied by the ratio of (i) the Participant's Years of Benefit Service
      (but not more than 35 such Years) to (ii) 35;

                  (B) an amount equal to (i) $9.00 multiplied by the
      Participant's Years of Benefit Service if his termination of employment
      with the Controlled Group shall have occurred on or after June 1, 1985 and
      prior to January 1, 1992, (ii) $20.00 multiplied by the Participant's
      Years of Benefit Service if his termination of employment with the
      Controlled Group shall have occurred on or after January 1, 1992 and prior
      to January 1, 2001, and (iii) $30.00 multiplied by the Participant's Years
      of Benefit Service if his termination of employment with the Controlled
      Group shall have occurred on or after January 1, 2001.

                  (C) the Participant's Anticipated Benefit.

                  However, in the case of each Pensioner or Beneficiary who
      shall be entitled to a benefit under any other Schedule or any other
      retirement plan of one or more Controlled Group Members, which benefit
      shall be based on years of service other than the Years of Benefit Service
      taken into account in computing the benefit hereunder, if such other years
      of service when added to such Years of Benefit Service exceed 35, then
      there shall be deducted from the regular pension determined under (A)
      above a fraction of a single life annuity equivalent of each such other
      benefit of which fraction the numerator


                                     -A13-
<PAGE>

      shall be the number of years by which the sum of such other years of
      service and such Years of Benefit Service exceed 35 and the denominator of
      which shall be the total of such other years of service. Notwithstanding
      the foregoing provisions of this Section 3.2(1), the pension to which a
      Former Wellman Employee (as defined in Section 1.1(23)(E)) or his
      Beneficiary shall be entitled to under the Plan shall be appropriately
      reduced (as determined by the Administrative Committee) by the amount of
      any pension to which he or his Beneficiary is entitled under the Egbert
      Corp. Retirement Plan for Salaried Employees and which is allocable to the
      period of the Benefit Service credited to him under Section 1.1(23)(E)
      resulting from his employment with The S.K. Wellman Corp.

                  (2) (A) For a person who is not employed as an Employee after
      April 30, 2001, the following shall apply:

                  (i) Notwithstanding the foregoing provisions of Section
      3.2(1), the regular pension of a Participant who shall have had more than
      one period of employment with the Controlled Group shall be the sum of his
      Accrued Benefits. The term "Accrued Benefit" for purposes of this Section
      3.2(2)(A) shall mean the monthly benefit in the form of a single life
      annuity which an Employee has earned under this Schedule A during a period
      of employment with the Controlled Group calculated as of the last day of
      such period and which is payable at age 65 in an amount computed under
      this Schedule A based upon his Earnings (if applicable) during such period
      (and only such Earnings), his Primary Social Security Benefit (if
      applicable) as of the end of such period, the Years of Benefit Service
      with which he was credited during such period and the benefit rate (if
      applicable) in effect at the end of such period. In any case where the
      benefit formula contains a limit on the Years of Benefit Service to be
      counted in computing a Participant's Accrued Benefit, (a) the total Years
      of Benefit Service credited to him shall not exceed such limit and (b) the
      periods of his employment which gave him the largest benefit based on his
      Years of Benefit Service shall be used in the computation of his Accrued
      Benefit.

                  (ii) Nothing in this Section 3.2(2)(A) shall be construed to
      reduce the benefits that any person shall have earned under the Pre-2000
      Restatement Plan prior to June 1, 1981.

                  (B) For a person who is employed as an Employee after April
      30, 2001, the following shall apply:

                  (i) Notwithstanding the foregoing provisions of Section
      3.2(1), the regular pension of a Participant who shall have had more than
      one period of employment with the Controlled Group shall be recalculated
      on his latest Qualifying Employment Severance Date based on his Accrued
      Benefit for his entire period of employment. The term "Accrued Benefit"
      for purposes of this Section 3.2(2)(B) shall mean the monthly benefit in
      the form of a single life


                                     -A14-
<PAGE>

      annuity which an Employee has earned under this Schedule A during his
      employment with the Controlled Group calculated as of his latest
      Qualifying Employment Severance Date and which is payable at age 65 in an
      amount computed under this Schedule A based upon his Earnings (if
      applicable), his Primary Social Security Benefit (if applicable) as of
      such Qualifying Employment Severance Date, and the Years of Benefit
      Service with which he was credited and the benefit rate (if applicable) in
      effect at such Qualifying Employment Severance Date, but in no event less
      than the Employee's regular pension as of his immediately preceding
      Qualifying Employment Severance Date as if he had not been reemployed. In
      any case where the benefit formula contains a limit on the Years of
      Benefit Service to be counted in computing a Participant's Accrued
      Benefit, (a) the total Years of Benefit Service credited to him shall not
      exceed such limit and (b) the periods of his employment which gave him the
      largest benefit based on his Years of Benefit Service shall be used in the
      computation of his Accrued Benefit.

                  (ii) Nothing in this Section 3.2(2)(B) shall be construed to
      reduce the benefits that any person shall have earned under the Pre-2000
      Restatement Plan prior to June 1, 1981. Further, nothing in this Section
      3.2(2)(B) shall be construed to reduce the benefits that any person shall
      have earned under this Schedule A prior to May 30, 2001.

                  3.3 Normal Retirement Pension. (1) A Participant whose
Employment Severance Date occurs on or after his Normal Retirement Date shall be
entitled to a normal retirement pension. Such a Participant's rights to a normal
retirement pension shall be nonforfeitable on and after he reaches Normal
Retirement Date.

                  (2) The monthly amount of such normal retirement pension shall
be equal to the regular pension specified in Section 3.2.

                  (3) The normal retirement pension shall commence as of the
first day of the first Month following the Participant's Retirement and shall,
except as otherwise provided in the Plan, continue during his remaining
lifetime, the last monthly payment of such pension being payable as of the first
day of the Month in which he dies.

                  3.4 Early Retirement Pension. (1) A Participant having at
least 10 Years of Vesting Service (but less than 30 Years of Vesting Service)
whose Employment Severance Date occurs on or after he attains Age 55 but before
his Normal Retirement Date shall be eligible for an early retirement pension.

                  (2) The monthly amount of such early retirement pension shall
be equal to the regular pension specified in Section 3.2.

                  (3) The early retirement pension shall commence as of the
first day of the first Month following the Participant's Normal Retirement Date.
The Participant may elect,


                                     -A15-
<PAGE>

however, to have his early retirement pension commence, in a reduced amount, as
of the first day of any earlier Month designated by him, which day is subsequent
to his Retirement and to his filing with the Administrative Committee of his
request for such earlier commencement. Such reduced pension shall be equal to
the pension he would otherwise receive at his Normal Retirement Date but reduced
by 5/9 of 1% for each Month up to 60 Months that such Participant's Pension
Commencement Date precedes the first day of the Month following his Normal
Retirement Date, and by 5/18 of 1% for each Month in excess of 60 Months that
such Participant's Pension Commencement Date precedes the first day of the Month
following his Normal Retirement Date. After the Participant's early retirement
pension commences, it shall, except as otherwise provided in the Plan, continue
during the remainder of his lifetime, the last monthly payment of such pension
being payable as of the first day of the Month in which he dies.

                  3.5 Special Early Retirement Pension. (1) A Participant having
at least 30 Years of Vesting Service whose Employment Severance Date occurs on
or after he attains Age 55 but before his Normal Retirement Date shall be
eligible for a special early retirement pension.

                  (2) The monthly amount of such special early retirement
pension shall be equal to the regular pension specified in Section 3.2.

                  (3) The special early retirement pension shall commence as of
the first day of the first Month following the Participant's attainment of Age
62, if his Spouse consents thereto in a writing filed with the Committee and if
such consent is required by applicable law but in no event shall such pension
begin later than his Normal Retirement Date. The Participant may elect, however,
to have his special early retirement pension commence, in a reduced amount, as
of the first day of any earlier Month designated by him, which day is subsequent
to his Retirement and to his filing with the Administrative Committee of his
request for such earlier commencement, if his Spouse consents thereto in a
writing filed with the Committee. Such reduced pension shall be equal to the
pension he would otherwise receive at Age 62 but reduced by 5/9 of 1% for each
Month up to 24 Months that such Participant's Pension Commencement Date precedes
the first day of the Month following his attainment of Age 62, and by 5/18 of 1%
for each Month in excess of 24 Months that such Participant's Pension
Commencement Date precedes the first day of the Month following his attainment
of Age 62. After the Participant's special early retirement pension commences,
it shall, except as otherwise provided in the Plan, continue during the
remainder of his lifetime, the last monthly payment of such pension being
payable as of the first day of the Month in which he dies.

                  (4) An Employee who was a Participant in The S.K. Wellman
Corp. Retirement Plan for Wellman Salaried Employees ("Wellman Plan") as of May
31, 1981 shall be eligible for the special early retirement pension provided for
in this Section, but computed under Section 3.2(1)(A) and commencing as of the
first day of the Month after his Retirement (if his Spouse consents thereto in a
writing filed with the Committee and if such consent is required by applicable
law but in no event shall such pension begin later than his Normal Retirement
Date) and without reduction because he has not then attained Age 62, if (a) his
employment with the


                                     -A16-
<PAGE>

Controlled Group shall be terminated by action of the Company because the job or
position which he then held with the Company has been eliminated and, (b) on
such Employment Severance Date he shall not have reached his Normal Retirement
Date, and (c) on such Date he shall have at least 15 years of Vesting Service
and his combined years of Age and Vesting Service (when computed to exact days)
equal 75 or more. However, such special early retirement pension shall not be
less than the benefit (payable at age 65) accrued for him under the Wellman Plan
as of May 31, 1981, determined as if his Employment Severance had occurred on
such date.

                  3.6 Deferred Vested Pension. (1) A Participant having at least
five Years of Vesting Service and who is not eligible for a pension under any
other Section of this Article III shall be eligible for a deferred vested
pension.

                  (2) A Participant who, on May 31, 1981, was an Employee in a
class of Employees then covered by the Pre-1981 Restatement Plan and whose
Employment Severance Date occurs before he has 5 Years of Vesting Service shall
be eligible for a deferred vested pension (based on his vesting percentage
determined under the Pre-1981 Restatement Plan) if he would have been eligible
for a deferred vested pension under the Pre-1981 Restatement Plan as in effect
on May 31, 1981 if it were in effect at the time of his said Employment
Severance Date.

                  (3) The monthly amount of such deferred vested pension shall
be equal to the regular pension specified in Section 3.2; provided, however,
that in the case of a Participant who, on May 31, 1981, was an Employee in a
class of Employees then covered by the Brush Wellman Inc. Pension Plan for
Exempt Salaried Employees and who becomes eligible for a deferred vested pension
under subsection (2) of this Section, the monthly amount of such deferred vested
pension shall be equal to $9.00 multiplied by the Participant's Years of Benefit
Service (whether consecutive or not) aggregated on the basis of full years and
months to the nearest month; and provided further that in the case of a
Participant who, on May 31, 1981, was an Employee in a class of Employees then
covered by the Brush Wellman Inc. Pension Plan for Exempt Salaried Employees and
whose Employment Severance Date occurs before he has 10 Years of Vesting Service
and after he has 5 Years of Vesting Service and who would have been eligible for
a deferred vested pension under the Pre-1981 Restatement Plan as in effect on
May 31, 1981 if it were in effect at the time of his said Employment Severance
Date, the monthly amount of such deferred vested pension shall be equal to the
greater of: (a) the regular pension specified in Section 3.2 or (b) $9.00
multiplied by the Participant's Years of Benefit Service (whether consecutive or
not) aggregated on the basis of full years and months to the nearest month and
further multiplied by his vesting percentage determined under the Pre-1981
Restatement Plan.

                  (4) The deferred vested pension shall commence as of the first
day of the first Month following the Participant's Normal Retirement Date;
provided, however, that if the Participant has 10 Years of Vesting Service, if
he is entitled to a pension under Section 3.6(2), or if he is described in the
last proviso of Section 3.6(3), he may elect to have his deferred vested pension
commence in a reduced amount which is the Actuarial Equivalent of the pension
which would be payable to him after his Normal Retirement Date, as of the first
day of any earlier


                                     -A17-
<PAGE>

Month designated by him, which day is subsequent to his Qualifying Employment
Severance Date, his attainment of Age 55 and his filing with the Administrative
Committee of his request for such commencement. After the Participant's deferred
vested pension commences, it shall, except as otherwise provided in the Plan,
continue during his remaining lifetime, the last monthly payment of such pension
being payable as of the first day of the Month in which he dies.

                  3.7 Disability Benefits. (1) Anything in the Plan to the
contrary notwithstanding, but subject to the other provisions of this Section,
(A) a Participant who has been credited with 10 Years of Vesting Service and
whose Employment Severance occurs by reason of bodily or mental injury or
disease (as defined in any Long-Term Disability Benefit Contract applicable to
him) before his Normal Retirement Date and who at the time of his Employment
Severance was regularly scheduled to work for his Employer as a Covered
Employee, shall be deemed, solely for the purposes of this Schedule A (including
Section 3.8) to continue to be a Participant in the employment of the Employer
as a Covered Employee and to be receiving compensation (with no change therein
after becoming disabled) as a Participant and a Covered Employee until the
earlier of (i) the day immediately preceding his Pension Commencement Date or
(ii) the date on which his disability benefits (payable under such Long-Term
Disability Benefit Contract) cease because of his recovery from his disability,
his election to terminate such disability benefits, his death or otherwise, and
(B) except as otherwise provided in subsection (2) of this Section, the
occurrence of such event shall for all purposes of this Schedule A be treated as
such Participant's Qualifying Employment Severance.

                  (2) If a Participant's disability benefits under any Long-Term
Disability Benefit Contract cease for a reason other than his death, he may
elect any normal retirement, early retirement or deferred vested pension for
which he then qualifies under the provisions of this Schedule A then in effect;
provided, however, that for the sole purpose of determining his Years of Vesting
Service, his Employment Severance Date shall be determined pursuant to Section
1.1(11)(B)(i). In determining the amount of any such normal retirement, early
retirement or deferred vested pension, no deductions or adjustments shall be
made on account of any payments received by him under a Long-Term Disability
Benefit Contract before such recovery.

                  (3) If on a Participant's Employment Severance Date, occurring
before his Normal Retirement Date, he has been credited with 10 years of Vesting
Service but is not a Covered Employee and is therefore not entitled to
disability benefits under any Long Term Disability Benefit Contract and if he is
entitled to disability benefits under any other Schedule, or under any other
qualified defined benefit plan (herein called "Other Plan") established and
maintained by a Controlled Group Member and if the requirements for determining
whether he is disabled so as to be entitled to disability benefits under the
other Schedule or Other Plan are comparable to those set forth herein, such
Participant shall be eligible for a disability pension under this Schedule A
equal to the regular pension specified in Section 3.2(1)(A), commencing on the
first day of the month in which his disability benefits under the other Schedule
or Other Plan commence. After the Participant's disability pension commences it
shall, except as otherwise provided in the Plan, continue during the period his
disability benefits are payable to him under the other Schedule or Other Plan.
When such disability pension ceases, he shall be


                                     -A18-
<PAGE>

entitled to such pension as he would otherwise have been entitled to hereunder
if his Employment Severance had then occurred but based on his Years of Service
and Final Average Monthly Pay at the time his Employment Severance had in fact
occurred.

                  3.8 Pre-Retirement Surviving Spouse Pension. (1) If a
Participant who (a) has at least one Hour of Service under the Plan on or after
August 23, 1984 or one hour of paid leave from a Controlled Group Member on or
after August 23, 1984 and (b), immediately before his death would have been
eligible for a pension under the Plan if his employment with the Controlled
Group had then terminated (other than by reason of his death) dies before his
Pension Commencement Date, his surviving Spouse, if any, shall be eligible to
receive a monthly pension determined in an amount under, and payable as provided
in, subsection (2) of this Section 3.8; provided, however, that the pension
described in this Section 3.8 shall not be payable under the circumstances
described in Section 4.2(3).

                  (2) The monthly amount of the surviving Spouse pension under
Section 3.8(1) shall be, subject to subsection (3) of this Section 3.8,

                  (a) in the case of a Participant who dies after attaining Age
      55 and either (i) at a time when he is credited with at least ten years of
      Vesting Service or (ii) on or after his Normal Retirement Date, that
      amount which the surviving Spouse would have been entitled to receive
      pursuant to Section 4.1(1) if (A) such Participant had terminated
      employment with the Controlled Group and his Pension Commencement Date
      occurred on the day before his death (assuming the Plan so provided) and
      (B) he had not waived the 50% Qualified Joint and Survivor Annuity
      provided for in Section 4.1; such pension shall begin with the first day
      of the Month after the Month in which he is deemed to have begun receiving
      his pension, if his Spouse is living on such day, and shall continue
      during her remaining lifetime, the last monthly payment of such pension
      being payable on the first day of the Month in which she dies; and

                  (b) in the case of a Participant who dies on or before
      attaining Age 55 and at a time when he is credited with at least ten Years
      of Vesting Service, who dies when he would have been entitled to a pension
      under Section 3.6(2) if his Qualifying Employment Severance had occurred
      on the date of his death, or who is described in the last proviso of
      Section 3.6(3), that amount which the surviving Spouse would have been
      entitled to receive pursuant to Section 4.1(1) if such Participant had (i)
      terminated employment with the Controlled Group (other than by reason of
      his death) on the date of his death if he was an Employee on such date,
      (ii) survived to the date of his 55th birthday, (iii) his Pension
      Commencement Date occurred on his 55th birthday (assuming the Plan so
      provided) and his pension was payable as a 50% Qualified Joint and
      Survivor Annuity, and (iv) dies on the day following such 55th birthday;
      such pension shall begin with the first day of the Month in which the
      Participant would have attained age 55, and shall continue during the
      Spouse's remaining lifetime,


                                     -A19-
<PAGE>

      the last monthly payment of such pension being payable on the first day of
      the Month in which she dies; and

                  (c) in the case of a Participant who dies before attaining his
      Normal Retirement Date and at a time when he is credited with at least
      five but less than 10 Years of Vesting Service and whose surviving Spouse
      is not eligible for a benefit under paragraph (b) of this subsection (2),
      that amount which the surviving Spouse would have been entitled to receive
      pursuant to Section 4.1(1) if such Participant had (i) terminated
      employment with the Controlled Group (other than by reason of his death)
      on the date of his death if he was an Employee on such date, (ii) survived
      to his Normal Retirement Date, (iii) his Pension Commencement Date
      occurred on his Normal Retirement Date (assuming the Plan so provided) and
      his pension was payable as a 50% Qualified Joint and Survivor Annuity, and
      (iv) died on the day following his Normal Retirement Date; such pension
      shall begin with the first day of the Month in which the Participant would
      have attained his Normal Retirement Date, and shall continue during the
      Spouse's remaining lifetime, the last monthly payment of such pension
      being payable on the first day of the Month in which she dies.

                  (3) Notwithstanding the foregoing provisions of this Section
3.8,

                  (a) in the case of a Participant who dies before his Normal
      Retirement Date, unless his surviving Spouse consents to the commencement
      of the pension otherwise payable to her as provided in paragraph (2) of
      this Section 3.8, by a written election filed with the Committee, such
      pension shall commence on the first day of the Month after the Participant
      would have reached his Normal Retirement Date had he not died or on the
      first day of any earlier Month after the death of the Participant and
      after he attained age 55 (or would have attained such age if he had not
      died) selected by the Spouse by a written election (in a form approved by
      the Committee) and filed with the Committee, and

                  (b) a surviving Spouse may elect to defer, in accordance with
      Committee rules which are not violative of any applicable law, the
      commencement of pension payments to her under this Section 3.8 until a
      date `which is not later than the latest permissible commencement date
      applicable to her under Section 6.14.

                  (4) A Participant described in Section 4.2(3) may elect at any
time during the "applicable election period" as defined below to waive the
Pre-Retirement Surviving Spouse Pension that would otherwise be payable under
Section 3.8 provided that:

                  (a) The Participant's Spouse consents in writing to the
      election to waive such form of payment;


                                     -A20-
<PAGE>

                  (b) The election designates a beneficiary, or a different form
      of payment, which may not be changed without the consent of the spouse
      (unless any written consent of the Spouse to the designation of a
      particular beneficiary or a different form of payment expressly permits
      subsequent designations by the Participant without any requirement of
      further consent by the Spouse);

                  (c) The written consent of the Spouse acknowledges the effect
      of such election and is witnessed by either a Plan representative or a
      notary public.

The foregoing requirements for a valid spousal consent need not be met if it is
established to the satisfaction of the Plan representative that the required
spousal consent cannot be obtained, because the Spouse cannot be located,
because there is no Spouse, or because of such other circumstances as are
described in the Internal Revenue Code and regulations promulgated thereunder. A
Participant may revoke any election described in this Section 3.8(4) above at
any time during the applicable election period. The "applicable election period"
shall mean, with respect to any permitted election to waive the Pre-Retirement
Surviving Spouse Pension, the period which begins on the first day on which the
Participant can make the election described in Section 4.2(3) and ends on the
last day of the period during which the Participant can make the election
described in Section 4.2(3). The Committee shall provide each Participant within
the "applicable election period" for such Participant and prior to the date on
which the Participant makes an election described in Section 4.2(3), a written
explanation of the Pre-Retirement Surviving Spouse Annuity in such terms and in
such a manner as would be comparable to the explanation provided for meeting the
requirements of Section 4.1 applicable to a 50% Qualified Joint and Survivor
Annuity.

                  (5) If part of a Participant's pension has commenced, the
pre-retirement surviving spouse pension described in this Section 3.8 shall not
apply with respect to the part of the Participant's pension that commenced.

                  3.9 Post-Retirement Death Benefit. A death benefit in the
amount of $5,000 shall be paid from the Trust Fund to the Death Beneficiary of a
normal retirement, early retirement or special early retirement Pensioner who
dies on or after June 1, 2000 while he is still a Pensioner.

                  For purposes of this Section, a Pensioner's Death Beneficiary
shall be determined in the manner provided in Section 1.1(8) of the Plan except
that the written consent of a Pensioner's Spouse to any designation, revocation
or change as described in said Section 1.1(8) shall not be required.


                                     -A21-
<PAGE>

ARTICLE IV. - OPTIONAL FORMS OF BENEFITS

                  4.1 50% Qualified Joint and Survivor Annuity. (1) If a
Participant has a Spouse on his Pension Commencement Date, the pension payable
for such Participant under the Plan shall be in the form of a 50% Qualified
Joint and Survivor Annuity (as such term is defined in subsection (2) of this
Section) unless he effectively waives such 50% Qualified Joint and Survivor
Annuity during the election period for this purpose specified in Section 4.4, in
which case his pension shall be payable to him for his life only, or he
effectively elects some other optional form of benefit provided in Section 4.2
or Section 4.3.

                  (2) For purposes of this Article IV, the term "50% Qualified
Joint and Survivor Annuity" shall mean a reduced pension payable for a
Participant during his lifetime and, after his death, a pension payable during
the surviving lifetime of his Spouse to whom the Participant was married on his
Pension Commencement Date at the rate of 50% of the reduced pension payable
during the joint lives of the Participant and his Spouse. The reduced pension
shall be the Actuarial Equivalent of the pension otherwise payable for the
Participant. Pension payments for the Spouse shall commence on the first day of
the Month following the Month in which the Participant dies, provided the Spouse
is living on such day and is otherwise eligible to receive such payments under
this Section, and shall continue during the Spouse's remaining lifetime, the
last monthly payment being payable on the first day of the Month in which the
Spouse dies. If a Participant's Spouse predeceases the Participant before the
Participant's Pension Commencement Date, the Participant shall be treated as
though he had elected to waive the 50% Qualified Joint and Survivor Annuity. If
a Participant's Spouse dies on or after the Participant's Pension Commencement
Date, the Participant's reduced pension will not be increased thereby.

                  4.2 Other Options. (1) Instead of the pension to which a
Participant is or may become entitled pursuant to other Sections hereof, he may
elect (subject to the provisions of this Section and of Section 4.4 and to such
administrative rules as may be adopted by the Administrative Committee) any one,
or, if paragraph (C) below in this Section is applicable the lump sum option
with respect to the portion of the benefit that may be paid in a lump sum as
provided in paragraph (C) below and with respect to the remainder of the benefit
that may not be paid in a lump sum (if any), one other, of the optional forms of
benefits specified in the following paragraphs. Any such optional form of
benefit shall be the Actuarial Equivalent of the pension otherwise payable for
the Participant. To the extent that ages are material to the determination of
such Actuarial Equivalent, the latest ages which shall be used are the age of
the Participant, and the age of his Joint Pensioner (if any), on the
Participant's Normal Retirement Date; provided, however, that this sentence
shall not apply with respect to a Participant who is credited with an Hour of
Service on or after June 1, 1988, unless the application of this sentence would
result in a larger amount of optional form of benefit based on the benefit
accrual provisions of the Plan as in effect on May 31, 1988.

                  (A) Joint Pensioner Options: A Participant may elect to
receive a reduced pension payable for him during his lifetime on and after his
Pension Commencement Date and after his death to have a pension payable during
the surviving lifetime of and for a natural person


                                     -A22-
<PAGE>

designated by the Participant for such purpose (herein called "Joint Pensioner")
at the same reduced rate payable to the Participant or (if elected by the
Participant) at a percentage of the reduced pension payable for the Participant;
provided, however, that such percentage shall be no less than 50 percent.
Pension payments for the Joint Pensioner shall begin as of the first day of the
Month after the Month in which the Participant dies, provided his death does not
void this option as provided in Section 4.2(3), and provided the Joint Pensioner
is living on such day, and the last monthly payment for the Joint Pensioner
shall be payable as of the first day of the Month in which the Joint Pensioner
dies. If a Participant's Joint Pensioner dies before the Participant's Pension
Commencement Date, the election shall be of no effect and the Participant shall
be treated the same as though he had not elected an option pursuant to this
paragraph. If a Participant's Joint Pensioner dies on or after the Participant's
Pension Commencement Date and while the Participant is living, the option
elected shall continue in force and the Participant's reduced pension will not
be increased thereby.

                  (B) Continuous and Certain Option: A Participant may elect to
receive a reduced pension payable for him during his lifetime on and after his
Pension Commencement Date with the provision that, in the event of his death
prior to the payment for him of 120 monthly pension payments, monthly pension
payments will be continued (at the same reduced rate) to his Death Beneficiary
until the number of monthly pension payments made for his Death Beneficiary,
when added to the number of monthly pension payments made for the Participant,
equals 120.

                  (C) Lump Sum Option: A Participant may elect to receive a lump
sum amount with respect only to the portion of the Participant's pension that
accrued prior to July 1, 1992, which shall be payable on the date his pension
would otherwise begin in the absence of the election of a lump sum option
hereunder; provided, however, that if the amount that is the Actuarial
Equivalent (as of the Participant's Pension Commencement Date) of the portion of
the Participant's pension that accrued after June 30, 1992 (if any) does not
exceed an amount equal to $10,000 (as adjusted annually commencing with the Plan
Year beginning June 1, 1986 by the percentage increase or decrease in the
maximum annual benefit guaranteed by the Pension Benefit Guaranty Corporation),
the Participant may elect to receive a lump sum amount with respect to his
entire pension which shall be payable on the date his pension would otherwise
begin in the absence of the election of a lump sum option hereunder. In
determining the portion of the pension that accrued prior to July 1, 1992 of a
Participant whose pension benefit that had accrued on June 30, 1992 was limited
on June 30, 1992 by the provisions of Section 6.11 (Provision Pursuant to
Internal Revenue Code Section 415(b)); the portion of the Participant's pension
that accrued prior to July 1, 1992 shall be determined without taking into
account any increase that becomes effective after June 30, 1992 in the maximum
dollar limitation described in clause (a) of subsection (1) of Section 6.11. The
portion of the pension that accrued prior to July 1, 1992 shall not be affected
(increased or decreased) by any amendment to the Plan (including any amendment
relating to the calculation of the pension of a Participant who is reemployed).

                  (2) An election of an option or options under this Section may
be made (and may be rescinded), the Participant's Beneficiary and the portion of
the Participant's reduced


                                     -A23-
<PAGE>

pension to be paid after his death to his Joint Pensioner may be designated (and
such designations may be changed), solely by an instrument (in a form acceptable
to the Administrative Committee) signed by the Participant and, except as
otherwise specifically provided in this Section, filed with the Administrative
Committee while the Participant is living and before the date his pension is to
commence. Except to the extent otherwise required by law and the other
provisions of the Plan, the consent of any person other than the Participant to
any rescission or change in an option or the terms thereof or to a change in the
Participant's Joint Pensioner or Death Beneficiary shall not be required.

                  (3) The time for the commencement of payments to the
Participant shall not be affected by the election of a joint pensioner option.
If a Participant duly elects a joint pensioner or the continuous and certain
option and dies both before his Pension Commencement Date and before his Normal
Retirement Date, the election shall be void. Instead of any benefit that would
otherwise be payable for a Participant pursuant to any other Section of this
Schedule A, including Section 3.8: (A) with respect only to elections made prior
June 1, 2002, if a Participant duly elects a joint pensioner or the continuous
and certain option and has waived the Pre-Retirement Surviving Spouse Pension
described in Section 3.8, and dies on or after his Normal Retirement Date and
before his pension under this Schedule A begins, (even though his employment
with the Controlled Group has not yet terminated), the election of such an
option shall not be voided by his death and pension payments shall begin to his
Beneficiary pursuant to the option elected in the same manner as if the
Participant's pension hereunder were payable in the Month before the Month in
which he died; and (B) if a Participant who is eligible for a normal retirement
pension, an early retirement pension or a special early retirement pension (even
though his employment with the Controlled Group has not yet terminated) and who
has duly elected the lump sum option and has waived the Pre-Retirement Surviving
Spouse Pension described in Section 3.8, dies before such lump sum amount has
been paid, the election of such an option shall not be voided by his death and
such lump sum amount shall be paid to his Beneficiary pursuant to the option
elected in the same manner as if the Participant's pension hereunder were
payable in the Month before the Month in which he died. Notwithstanding the
preceding clause (B), the lump sum amount payable with respect to a Participant
who dies while he is an Employee but who otherwise meets the requirements set
forth in such Section shall not exceed 100 times the amount of the regular
pension (determined under Section 3.2) that would otherwise be payable to him in
a life only form if it commenced as of the first day of the first Month
following the Participant's Retirement assuming the Participant remained an
Employee until his Normal Retirement Date with Earnings equal to the greater of
his Final Average Monthly Pay or to his Earnings in his last full calendar year
of his employment with the Controlled Group ending with, or immediately prior
to, the date of his death.

                  (4) Notwithstanding any other provision of this Section, a
Participant's election of an option provided for in or permitted by this Section
shall not become effective unless the present value of the payments expected to
be made to him hereunder is more than 50% of the present value of the total of
the payments expected to be made hereunder to him and his Beneficiaries (all as
determined by the Administrative Committee), but this limitation shall not


                                     -A24-
<PAGE>

apply to the joint pensioner option provided for in Section 4.2(1)(A) if the
Participant's Spouse is the Participant's Joint Pensioner.

                  (5) The rules of the Administrative Committee with respect to
optional forms of benefits may be changed by the Administrative Committee from
time to time, but they shall be uniform in their application to all Participants
who are similarly situated.

                  4.3 Small Lump Sum Option. If, following a Participant's
termination of employment with the Controlled Group, the lump sum amount that is
the Actuarial Equivalent of the Participant's vested accrued pension does not
exceed $10,000 (as adjusted annually commencing with the Plan Year beginning
June 1, 1986 by the percentage increase or decrease in the maximum annual
benefit guaranteed by the Pension Benefit Guaranty Corporation), such lump sum
amount may, subject to applicable law and regulations, with the written consent
of the Participant, and with the written consent of his Spouse, if any, meeting
the requirements of Section 4.4 filed with the Committee, be paid to the
Participant in lieu of all other benefits, except as provided in Section 3.9 if
applicable, to the recipient before his pension benefit would otherwise commence
under the Plan. To the extent required by regulations, the Participant will be
provided with the option of receiving an immediate single life annuity if
unmarried or an immediate 50% Qualified Joint and Survivor Annuity if married,
which shall be computed by converting the lump sum value otherwise payable under
this Section 4.3 to an immediate single life annuity for the Participant's life
using the same actuarial assumptions as used to determine the lump sum, and if
applicable, by converting such single life annuity to an immediate 50% Qualified
Joint and Survivor Annuity using the basis set forth in the first paragraph of
Exhibit A.

                  4.4 Participant Elections. (1) The Administrative Committee in
accordance with applicable law and regulations shall deliver to each
Participant, not less than 30 days and not more than 90 days before his Pension
Commencement Date, a written explanation of:

                  (a) the terms and conditions of the forms of payment
      available, including the 50% Qualified Joint and Survivor Annuity;

                  (b) the Participant's right to make, and the effect of, an
      election to waive the 50% Qualified Joint and Survivor Annuity;

                  (c) the rights of the Participant's Spouse; and

                  (d) the right to make, and the effect of, a revocation of an
      election to waive the 50% Qualified Joint and Survivor Annuity.

                  (2) A Participant's election of a form of benefit payment,
including a waiver of the 50% Qualified Joint and Survivor Annuity, and any
revocation of such waiver, may be made solely by an instrument (in a form
acceptable to the Administrative Committee) signed by the Participant and filed
with the Committee during the 90-day period ending on his Pension Commencement
Date. Any election to waive the 50% Qualified Joint and Survivor


                                     -A25-
<PAGE>

Annuity (and to elect any other option under Section 4.2) must be consented to
by the Participant's Spouse in writing, and such consent must be witnessed by a
Plan representative or notary public. Any such consent shall not be required if
the Participant establishes to the satisfaction of a Plan representative that
such written consent may not be obtained because there is no Spouse or the
Spouse cannot be located.


                                     -A26-
<PAGE>

ARTICLE V. - VARIOUS PROVISIONS CONCERNING PENSIONS

                  5.1 Application for Pensions. (1) A Participant eligible to
receive a pension under the Plan if he were to terminate his employment with the
Controlled Group and who wishes to terminate his said employment, and any
Pensioner who is eligible for but is not receiving a pension, shall obtain a
form of application for that purpose from his Employer or former Employer and
shall sign and file with the Administrative Committee his application on such
form, furnishing such information as the Administrative Committee may reasonably
require, including satisfactory proof of his Age and that of his Beneficiary (if
any) and any authority in writing that the Administrative Committee may request
authorizing it to obtain pertinent information, certificates, transcripts and/or
other records from any public office. An application for a deferred vested
pension may not be filed more than 90 days before such pension is to begin.

                  (2) Except as otherwise provided in Article III or IV of this
Schedule, (A) no pension shall be payable hereunder for a Participant if he dies
before any benefit hereunder has been paid or distributed to him, and (B) a
Pensioner's pension hereunder shall not begin until he files an application for
such pension pursuant to Section 5.1(1), but if his application is filed
pursuant to Section 5.1(1) after his Normal Retirement Date and before his
death, full payment of his pension under the Plan, retroactive to his Normal
Retirement Date, shall be made to or for him (without interest) within 60 days
after such application is filed. If an application for a pension is not filed by
a Pensioner eligible therefor within four years after his Normal Retirement
Date, the Administrative Committee shall mail (by certified or registered mail)
to such Pensioner at his last known address a reminder that he is eligible for
such pension and an application therefor. If such application is not filed with
the Committee in accordance with the provisions of the Plan within 180 days
after it is so mailed to such Pensioner, his pension shall be forfeited;
provided, however, that upon the subsequent filing of an application for such
pension by such Pensioner, such pension shall be reinstated retroactive to his
Normal Retirement Date (in accordance with the provisions of the first sentence
of this subsection (2)) and shall commence within 60 days after such application
is filed.

                  5.2 Payment of Pensions. (1) Except as otherwise provided in
the Plan, any pension hereunder shall be paid monthly as of the first day of
each Month for which a pension is payable, but no pension shall be payable for a
Pensioner or Beneficiary unless he is living on the date his pension is to
begin.

                  (2) If an Employee or former Employee is employed by a
Controlled Group Member on or after he has attained his Normal Retirement Date,
no pension payment under this Schedule A shall be made for him for any Month,
the end of which occurs after he attains his Normal Retirement Date, if (i) he
is so employed during such Month, (ii) he completes at least 40 Hours of Service
(within the meaning of Section 1.1(13)(A) and (B)) during such month and (iii)
he has been given such notice of suspension of benefits as may be required by
applicable law. For a person who is employed as an Employee after April 30,
2001, notwithstanding the foregoing provisions of this Section 5.2(2), this
Section 5.2(2) shall not apply upon reemployment of a Participant, provision for
which is made in Section 5.5.


                                     -A27-
<PAGE>

                  (3) A Participant whose Employment Severance Date has occurred
at a time when the Participant has less than 5 Years of Vesting Service shall be
deemed to have received a distribution of his entire Accrued Benefit under this
Schedule A on his Employment Severance Date.

                  5.3 No Duplication of Benefits. There shall be no duplication
of any benefits attributable to contributions of an Employer payable under this
Schedule A with respect to any Participant and any pension or other benefit
payable with respect to him under any other pension, annuity or welfare plan (or
any similar plan), including, without limitation, any predecessor plan,
maintained, or contributed to, by any Employer, any Controlled Group Member or
any predecessor thereof, the amount of which is based in whole or in part on the
same period of his employment with any Employer, any Controlled Group Member or
any predecessor thereof; and any such benefits shall be deducted from benefits
otherwise payable with respect to him under this Schedule A (as determined by
the Administrative Committee) to prevent any such duplication except to the
extent that benefits payable with respect to him under such other plan are
appropriately reduced or deducted from benefits payable under any other plan of
any other Employer or Controlled Group Member or predecessor thereof or are
stated or clearly intended to be in addition to benefits under this Schedule A.
No benefit shall be paid for any Participant under more than one Section of this
Schedule A for the same period of time, based on the same period of employment.
For purposes of this Section 5.3, each Schedule shall be deemed to be a "plan."

                  5.4 Transfers To and From Plan Coverage. (1) Upon the transfer
of a Covered Employee to other employment with the Controlled Group (or upon an
amendment to the Plan) which results in the Employee ceasing to be a Covered
Employee, his Benefit Service shall be frozen as of the date of such transfer or
such amendment. Subject to the provisions of Section 5.3, if at the time of his
Employment Severance he satisfies the eligibility requirements for any pension
under the terms of this Schedule A then in effect, such Employee (or his
Beneficiary, if applicable) shall be entitled to receive such pension under this
Schedule A, based upon his frozen Benefit Service under this Schedule A and
calculated and payable in accordance with the provisions of this Schedule A in
effect on the Participant's Qualifying Employment Severance Date.

                  (2) Upon the transfer of an Employee from other employment
with the Controlled Group or upon an amendment to the Plan which results in the
Employee becoming a Covered Employee, such Employee's period of employment
(other than as a Covered Employee) prior to such transfer or amendment shall
not, except as otherwise provided in Section 1.1(23)(E) or Section 1.1(23)(F),
be counted as Benefit Service under this Schedule A.

                  5.5 Reemployment of Pensioners. (1) (A) For a person who is
not employed as an Employee after April 30, 2001, the following shall apply:

      Except as provided in Section 5.5(2), if a Pensioner is reemployed by a
      Controlled Group Member before his Normal Retirement Date, pension
      payments to him, if any, shall not be paid for any Month on the first day
      of which he is an Employee and during which he


                                     -A28-
<PAGE>

      completes 40 Hours of Service (within the meaning of Section 1.1(13)(A)
      and (B)), provided that no pension payment shall not be paid pursuant to
      this Section 5.5(1)(A) unless he has been given such notice of such
      suspension, if any, as may be required by applicable law, and upon his
      subsequent Qualifying Employment Severance he shall be entitled to a
      pension in accordance with Section 3.2(2) if he then meets the other
      requirements for a pension under the Plan.

                  (B) For a person who is employed as an Employee after April
30, 2001, the following shall apply:

                  (i) Except as provided in Section 5.5(2), if a Participant is
      reemployed by a Controlled Group Member, no pension payments under this
      Schedule A shall be made for him for any Month beginning with the Month
      during which the Participant is credited with a "Year of Reemployment
      Service" if (I) on the first day of the Month he is an Employee, (II) he
      completes at least 40 Hours of Service (within the meaning of Section
      1.1(13)(A) and (B)) during such Month and (III) if his Normal Retirement
      Date has occurred, he has been given such notice of suspension of
      benefits, if any, as may be required by applicable law.

                  For purposes of this Section 5.5(1)(B)(i), a Participant shall
      be credited with a "Year of Reemployment Service" on any anniversary of
      his Reemployment Commencement Date if he is credited with 1000 Hours of
      Service during the 12-month period beginning on the immediately preceding
      anniversary date.

                  (ii) Without limitation of Section 5.5(1)(B)(i): Any
      additional amount of pension earned by a Participant who is reemployed by
      a Controlled Group Member after the Participant's reemployment shall be
      paid only after the Participant's subsequent termination of employment
      from the Controlled Group, except that if the Participant's Normal
      Retirement Date has occurred any such additional amount of pension shall,
      subject to all other requirements of the Plan applicable to the
      commencement, duration and form of pension payments, be payable for any
      Month, the end of which occurs after he attains his Normal Retirement
      Date, unless (i) he is so employed during such Month, (ii) he completes at
      least 40 Hours of Service (within the meaning of Section 1.1(13)(A) and
      (B)) during such Month and (iii) he has been given such notice of
      suspension of benefits, if any, as may be required by applicable law. Upon
      the subsequent Qualifying Employment Severance of a reemployed
      Participant, (a) he shall be entitled to a pension in accordance with
      Section 3.2(2) if he then meets the other requirements for a pension under
      this Schedule A, and (b) if a Participant whose pension payments have not
      been paid in accordance with the provisions of Section 5.5(1)(B)(i)
      becomes entitled to have his pension resume, the pension previously
      commenced and then ceased shall resume in the same amount and form in
      effect prior to the cessation, and (I) if the prior pension commencement
      occurred prior to


                                     -A29-
<PAGE>

      the Participant's Normal Retirement Date, any additional amount of pension
      payments earned by the Participant during the period of reemployment shall
      be governed by the generally applicable provisions of the Plan as if the
      Participant had then first terminated employment, and (II) if the prior
      pension commenced after the Participant's Normal Retirement Date, any
      additional amount of pension payments earned by the Participant during the
      period of reemployment shall be paid in the same form as the payments that
      were previously commenced.

                  (2) (A) For a person who is not employed as an Employee after
April 30, 2001, the following shall apply:

                  Anything in the Plan to the contrary notwithstanding: If a
      Participant who is reemployed by a Controlled Group Member has received or
      is deemed to have received a lump sum payment of his accrued benefit for
      any period of his employment with the Controlled Group prior to such
      reemployment, his Years of Benefit Service credited to him during such
      period of employment shall be disregarded for the purpose of computing the
      amount of any pension to which he may thereafter be entitled on account of
      his period of employment with the Controlled Group occurring after such
      reemployment; provided, however, that if any portion of a Participant's
      accrued benefit was forfeitable at the time he received such lump sum
      payment, his said Years of Benefit Service shall be recredited to him if
      he is reemployed as a Covered Employee and if he repays to the Trust Fund,
      not later than the occurrence of 5 consecutive "1-year Periods of
      Severance" (as hereinafter defined) commencing after such payment, the
      full amount of such lump sum payment with interest thereon at the rate of
      5% per annum, compounded annually, from the date he received such lump sum
      payment to the date of such repayment. If the accrued benefit of a
      Participant who is reemployed by a Controlled Group Member was deemed
      distributed as of his Employment Severance Date pursuant to Section
      10.2(3) (Coverage and Participation), his Years of Benefit Service
      credited to him during such period of employment shall be disregarded for
      the purpose of computing the amount of any pension to which he may
      thereafter be entitled on account of his period of employment with the
      Controlled Group occurring after such reemployment; provided, however,
      that if such Participant is reemployed as a Covered Employee not later
      than the occurrence of 5 consecutive 1-Year Periods of Severance after his
      Employment Severance Date, such Participant shall be deemed to have repaid
      the full amount of his deemed distribution and his Years of Benefit
      Service shall be recredited to him hereunder. A "1-Year Period of
      Severance" shall mean a 12-month period beginning on an Employee's
      Employment Severance Date and ending on the first anniversary of such date
      provided that during such period such Employee does not perform an Hour of
      Service. Thereafter, consecutive 1-year Periods of Severance shall begin
      and end on anniversaries of the Employee's Employment Severance Date. If
      an Employee's Employment Severance Date occurs on or after June 1, 1985 --


                                     -A30-
<PAGE>

                  (a) by reason of pregnancy of the Employee,

                  (b) by reason of the birth of a child of the Employee;

                  (c) by reason of the placement of a child with the Employee in
      connection with the adoption of such child by the Employee, or

                  (d) for purposes of caring of any such child for a period
      beginning immediately following such birth or placement, "6 consecutive
      1-Year Periods of Severance" shall be substituted for "5 consecutive
      1-Year Periods of Severance" in the foregoing provisions of this Section
      5.5(2).

                  (B) For a person who is employed as an Employee after April
30, 2001, the following shall apply:

      If a Participant who is reemployed by a Controlled Group Member has
      received or is deemed to have received a lump sum payment of his accrued
      benefit for any period of his employment with the Controlled Group prior
      to such reemployment, his Years of Benefit Service credited to him during
      such period of employment shall be recredited and considered in
      determining his regular pension in accordance with Section 3.2(2);
      provided, however, that if any portion of a Participant's accrued benefit
      was forfeitable at the time he received such lump sum payment, his said
      Years of Benefit Service shall be recredited to him only if he is
      reemployed as a Covered Employee and if he repays to the Trust Fund, not
      later than the occurrence of 5 consecutive "1-year Periods of Severance"
      (as hereinafter defined) commencing after such payment, the full amount of
      such lump sum payment with interest thereon at the rate of 5% per annum,
      compounded annually, from the date he received such lump sum payment to
      the date of such repayment. If the accrued benefit of a Participant who is
      reemployed by a Controlled Group Member was deemed distributed as of his
      Employment Severance Date pursuant to Section 10.2(3) (Coverage and
      Participation), his Years of Benefit Service credited to him during such
      period of employment shall be disregarded for the purpose of computing the
      amount of any pension to which he may thereafter be entitled on account of
      his period of employment with the Controlled Group occurring after such
      reemployment; provided, however, that if such Participant is reemployed as
      a Covered Employee not later than the occurrence of 5 consecutive 1-Year
      Periods of Severance after his Employment Severance Date, such Participant
      shall be deemed to have repaid the full amount of his deemed distribution
      and his Years of Benefit Service shall be recredited to him hereunder. A
      "1-Year Period of Severance" shall mean a 12-month period beginning on an
      Employee's Employment Severance Date and ending on the first anniversary
      of such date provided that during such period such Employee does not
      perform an Hour of Service. Thereafter, consecutive 1-year Periods of
      Severance shall begin and end on anniversaries of the Employee's
      Employment Severance Date. If an Employee's Employment Severance Date
      occurs on or after June 1, 1985 --

                  (a) by reason of pregnancy of the Employee,


                                     -A31-
<PAGE>

                  (b) by reason of the birth of a child of the Employee,

                  (c) by reason of the placement of a child with the Employee in
            connection with the adoption of such child by the Employee, or

                  (d) for purposes of caring for any such child for a period
            beginning immediately following such birth or placement, "6
            consecutive 1-Year Periods of Severance" shall be substituted for "5
            consecutive 1-Year Periods of Severance" in the foregoing provisions
            of this Section 5.5(2).

            Anything in the Plan to the contrary notwithstanding, if a
            Participant who is reemployed has received a lump sum payment of his
            accrued benefit for any period of employment and receives, without
            repayment of the lump sum payment, Years of Benefit Service upon
            reemployment for the period of employment for which he received the
            lump sum payment, the regular pension of the Participant shall be
            reduced (dollar for dollar) by the monthly amount of the accrued
            benefit with respect to which the lump sum payment was made.

                  5.6 Employee Contributions. (1) General: No employee
contributions shall be made to the Trust by any Participant. Employee
contributions (if any) made by Participants under the provisions of the Pre-2000
Restatement Plan shall, subject to the other provisions hereof, be held and
administered in trust pursuant to the terms of the Plan and the Trust Agreement.

                  (2) Increased Pensions: The pension provided for under
Sections 3.3, 3.4, 3.5 or 3.6 for each Participant whose Qualifying Employment
Severance Date occurs, subject to meeting the requirements of such Sections and
the other applicable provisions of the Plan, shall be increased by the amount of
pension which could be purchased for him (as determined by the Actuary on the
basis required by the Internal Revenue Code and the regulations thereunder) from
the Participant's contributions (which have not been returned to him) with
Credited Interest thereon to the end of the Month preceding the Month in which
his pension is to commence. For purposes of this Section, the term "Credited
Interest" shall mean interest on a Participant's contributions at the rate of 3%
per annum for periods before June 1, 1974 and for periods thereafter, the
greater of 5% per annum compounded annually, or such rate as is required by
applicable provisions of the Internal Revenue Code, and calculated from the
first day following the Plan Year with respect to which such contributions were
made.

                  (3) Withdrawal of Contributions: Subject to the qualified
joint and survivor annuity requirements of Sections 401(a)(11) and 417 of the
Internal Revenue Code, a Participant may elect, by written request filed with
the Administrative Committee or its delegate, at any time after his Employment
Severance Date and before his Pension Commencement Date, to withdraw his
employee contributions, with Credited Interest to the end of the Month preceding
the issuance by the Trustee of a check therefor, and (in such event) he shall
thereafter be treated the same as if he had never made employee contributions to
the Plan. Subject to the qualified


                                     -A32-
<PAGE>

joint and survivor annuity requirements of Sections 401(a)(11) and 417 of the
Internal Revenue Code, payment of the amount withdrawn pursuant to this
subsection (3) by a Participant shall be made in one lump sum.

                  (4) Return of Employee Contributions: Subject to the qualified
joint and survivor annuity and qualified preretirement survivor annuity
requirements of Sections 401(a)(11) and 417 of the Internal Revenue Code, if a
Participant's Employment Severance occurs and he is not eligible for a pension
under Sections 3.3, 3.4, 3.5 or 3.6, or if a Participant dies before his Pension
Commencement Date, then the amount of his contributions, with Credited Interest
to the end of the Month preceding the issuance by the Trustee of a check for the
payment thereof, shall be paid in one lump sum to him (or to his Beneficiary in
case of his death), and he (and his Beneficiary) shall thereafter be treated the
same as if he had never made employee contributions to the Pre-2000 Restatement
Plan. If a Pensioner dies on or after the date his pension commences and no
joint pensioner option (which term for the purpose of this sentence shall
include the 50% Qualified Joint and Survivor Annuity provided in Section 4.1)
under this Schedule is in effect with respect to him or if a Pensioner with
respect to whom such an option is in effect dies on or after the date his
pension commences and his joint pensioner (which term for the purpose of this
sentence shall include his Spouse under Section 4.1) also dies, his Death
Beneficiary shall be paid in one lump sum an amount equal to the excess (if any)
of (A) the employee contributions of such Pensioner plus Credited Interest to
the date the Pensioner's pension commenced, over (2) the total of the increased
payments made with respect to such Pensioner and his Joint Pensioner, if any,
pursuant to subsection (2) of this Section. After such payments have been made,
the deceased Participant and his Beneficiaries shall have no further interest in
the Plan or Trust Fund.


                                     -A33-
<PAGE>

                                    EXHIBIT A
                                       TO
                                   SCHEDULE A

                                       OF

                  BRUSH ENGINEERED MATERIALS INC. PENSION PLAN
                           (June 1, 2000 Restatement)

                  For other than a benefit payable in a lump sum or deemed to be
payable in a lump sum: a benefit of equivalent actuarial value to the monthly
benefit payable in the single life only form commencing as of the same time as
the benefit for which equivalent actuarial value is being determined, when
computed on the basis of the actuarial factors and assumptions based upon the
Projected Annuity Mortality Table (a table prepared by The Wyatt Company from
the unadjusted mortality rates used in constructing the published GA-1951
Mortality Table for males projected 14 years by Scale C and set back five years
for females) at 5 1/2% interest adjusted to a unisex basis for a participant
population deemed to be 80% male and 20% female; provided, however, that with
respect only to benefits commencing after January 1, 1999, equivalent actuarial
value for purposes of the joint and survivor reductions provided for in Section
4.1, item (A) of Section 4.2(1), and Section 4.3 shall be computed on the basis
of the 1983 Group Annuity Mortality Table at 7% interest adjusted to a unisex
basis for an 80% male and 20% female participant population and a complimentary
20% male and 80% female contingent annuitant population, and provided that the
application of this proviso shall not result in a benefit payable that is less
than the amount payable without regard to this proviso with respect to the
benefit accrued prior to January 1, 1999.

                  For a benefit payable in a lump sum or deemed to be payable in
a lump sum: a benefit of equivalent actuarial value to (1) the monthly benefit
payable in the single life only form commencing as of the first day of the
calendar month following the Participant's Normal Retirement Date (or if the
first day of the month following the Participant's Normal Retirement Date has
already occurred, the first day of the calendar month on which the pension would
commence as a monthly benefit in the absence of the lump sum payment), or (2) if
the Participant has attained the age and met the service requirements for
immediate commencement of a monthly benefit, other than a monthly benefit
payable because of the provisions of Section 4.3, to the monthly benefit payable
in the single life only form commencing as of the same time as the benefit for
which equivalent actuarial value is being determined, if the application of this
clause (2) produces a larger lump sum payment than the application of clause
(1); in either case, when computed on the basis of the "applicable mortality
table" and "applicable interest rate" where the "applicable mortality table" for
this purpose means the table prescribed from time to time by the Secretary of
Treasury pursuant to Section 417(e)(3) of the Internal Revenue Code as in effect
on the date of distribution and the "applicable interest rate" for this purpose
means the annual rate of interest for purposes of Section 417(e)(3) of the
Internal Revenue Code using the Plan Year as the stability period and the second
calendar month


                                     -A34-
<PAGE>

preceding the first day of the Plan Year as the lookback month in accordance
with Treasury Regulation Section 1.417(e) - 1(d)(4).


                                     -A35-
<PAGE>

                                   SCHEDULE AI

                 COVERED PLANTS, LOCATIONS, OPERATING UNITS AND
                          CLASSIFICATIONS OF EMPLOYEES

                  This Schedule AI lists all covered plants, locations,
operating units, and classifications of employees (to which coverage under this
Schedule has been extended), and the later of the effective date of this
Schedule AI or the effective date of coverage.

<TABLE>
<CAPTION>
         Plant, Location, Operating Unit,                      Later of the Effective Date of this Schedule AI or
          or Classification of Employees                                      the Date of Coverage
         --------------------------------                      --------------------------------------------------
<S>                                                            <C>
All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Cleveland, Ohio

All BEM Services, Inc. locations                                                 January 1, 2001

All Brush International, Inc. plants and locations                               January 1, 2001
in Cleveland, Ohio

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Tucson, Arizona

All Brush Ceramic Products Inc. plants and                                       January 1, 2001
locations in Tucson, Arizona

All Zentrix Technologies Inc. plants and locations                               January 1, 2001
in Tucson, Arizona

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Delta, Utah

All Brush Resources Inc. plants and locations in                                 January 1, 2001
Delta, Utah

All Brush Wellman Inc. mining facilities in Juab                                November 1, 1996
County, Utah

All Brush Resources Inc. mining facilities in Juab                               January 1, 2001
County, Utah

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Elmore, Ohio
</TABLE>


                                     -A36-
<PAGE>

<TABLE>
<CAPTION>
         Plant, Location, Operating Unit,                      Later of the Effective Date of this Schedule AI or
          or Classification of Employees                                      the Date of Coverage
         --------------------------------                      --------------------------------------------------
<S>                                                            <C>
All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Shoemakersville, Pennsylvania

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Fremont, California

All Brush Wellman Inc. warehouses in Fairfield,                                 November 1, 1996
New Jersey

All Brush Wellman Inc. warehouses in Warren,                                    November 1, 1996
Michigan

All Brush Wellman Inc. warehouses in Elmhurst,                                  November 1, 1996
Illinois

All Brush Wellman Inc. warehouses in Torrance,                                  November 1, 1996
California

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Newburyport, Massachusetts

All Zentrix Technologies Inc. plants and locations                               January 1, 2001
in Newburyport, Massachusetts

The Brush Wellman Inc. facility located at 7375                                  January 1, 2002
Industrial Parkway, Lorain, Ohio

All field sales employees of Brush Wellman Inc.                                 November 1, 1996
assigned to any of the foregoing plants,
locations, or warehouses

All field sales employees assigned to any of the                                 January 1, 2001
foregoing plants, locations, or warehouses

All field sales employees assigned to any of the                                 January 1, 2002
foregoing plants, locations, warehouses, or
facility.
</TABLE>


                                     -A37-
<PAGE>

                                   SCHEDULE B

                     HOURLY EMPLOYEES OF BEM SERVICES, INC.,
               BRUSH CERAMIC PRODUCTS INC., BRUSH RESOURCES INC.,
               BRUSH WELLMAN INC., METALS ENGINEERING COMPANY, AND
                            ZENTRIX TECHNOLOGIES INC.

ARTICLE I. - SPECIAL DEFINITIONS

                  1.1 Definitions. The following terms when used in this
Schedule B with initial capital letters shall have the following respective
meanings unless the context clearly indicates otherwise:

                  (1) Accrued Benefit: See Section 4.1(c).

                  (2) Actuarial Equivalent: A benefit of equivalent actuarial
value when computed on the basis of the actuarial factors, assumptions and
procedures set forth on Exhibit A to this Schedule B.

                  (3) Beneficiary: A Participant's Spouse, his Joint Pensioner
or any other person (other than such Participant) who is or becomes entitled
under the Plan, or under an option or options permitted by the terms of the
Plan, to receive any part or all of a pension or other benefit payable with
respect to such Participant.

                  (4) Break in Service and 1-Year Break in Service:

                  (A) In General. An Employee or former Employee incurs a Break
in Service if he has either a 1-Year Break in Service or two or more consecutive
1-Year Breaks in Service. The term "1-Year Break in Service" means a Plan Year
in which such a person does not complete more that 500 Hours of Service;
provided, however, an Employee shall not be deemed to have incurred a Break in
Service unless he incurs a termination of employment with the Controlled Group
in respect of such Break in Service. Notwithstanding the foregoing, (i) any
period during which an Employee is on authorized medical leave from the
employment of the Controlled Group, (ii) any period during which an Employee is
paid, or entitled to payment (other than in the form of workers' compensation,
unemployment compensation or state disability benefits), by one or more
Controlled Group Members for reasons (such as holidays, illness or disability)
other than for the performance of duties, (iii) any period during which an
Employee is laid-off or terminated because of a reduction in force and is
reinstated without loss of seniority or (iv) any period in respect of which an
Employee receives credit for a Year of Benefit Service or a portion thereof
pursuant to the provisions of Section 1.1(20), shall not be considered to be a
period during which such Employee has incurred or is incurring a Break in
Service.

                  (B) Benefit Service. If an Employee ceases to be an Employee
and later becomes a Covered Employee during or after a Break in Service, and if
immediately before he returns to employment with the Controlled Group, he does
not have any nonforfeitable right to a benefit under the Plan based on his prior
employment with the Controlled Group, none of his


                                      -B1-
<PAGE>

employment before such Break in Service shall be counted towards Years of
Benefit Service unless (i) he completes 13 weeks on the active payroll of an
Employer or 1,000 Hours of Service, whichever occurs first, after such Break in
Service, and (ii) the number of consecutive 1-Year Breaks in Service during such
Break in Service do not equal or exceed the greater of (a) 5 or (b) the
aggregate number of his Years of Vesting Service before such Break in Service,
and such aggregate number of Years of Vesting Service before such Break in
Service shall not include any Years of Vesting Service not counted under clause
(ii) of Section 1.1(4)(C) by reason of any prior Break in Service.

                  (C) Vesting Service. If an Employee ceases to be an Employee
and later becomes an Employee during or after a Break in Service, and if,
immediately before he returns to employment with the Controlled Group, he does
not have any nonforfeitable right to a benefit under the Plan based on his prior
employment with the Controlled Group, none of his employment before such Break
in Service shall be counted towards Years of Vesting Service unless (i) he
completes 13 weeks on the active payroll of a Controlled Group Member or 1,000
Hours of Service, whichever occurs first, after such Break in Service and (ii)
the number of consecutive 1-Year Breaks in Service during such Break in Service
do not equal or exceed the greater of (a) 5 or (b) the aggregate number of his
Years of Vesting Service before such Break in Service, and such aggregate number
of Years of Vesting Service before such Break in Service shall not include any
Years of Service not counted under this clause (ii) by reason of any prior Break
in Service.

                  (5) Covered Employee: An Employee of an Employer who receives
his regular compensation on an hourly basis and who is employed at a covered
plant, location, or operating unit listed on Schedule BI or who is a member of a
covered classification of employees listed on Schedule BI, but excluding (a) any
Employee within a collective bargaining unit covered by a collective bargaining
agreement with any Employer pursuant to which the Employer is required to make
contributions to another pension, retirement profit sharing, annuity or similar
retirement plan or arrangement for Employees in such unit unless the collective
bargaining representative for Employees in such unit and such Employer agree
that this exclusion shall not apply to Employees in such unit, all as determined
by the Company, (b) any Employee of the Newburyport, Massachusetts Ceramics
Division of Brush Wellman Inc. during any period of time any such Employee was
employed by such Massachusetts Ceramics Division prior to July 1, 1981, or who
was not an Employee after May 22, 1989, (c) any leased employee as such term is
defined in Section 6.20 (Provision Pursuant to Internal Revenue Code Section
414(n)), and (d) any person who is not treated by the Employer as an employee
for purposes of Section 3401 of the Internal Revenue Code (without regard to any
determination other than by the Employer that such person is or is not an
employee for purposes of Section 3401 of the Internal Revenue Code and without
regard to any retroactive treatment by the Employer of such person as an
employee for purposes of Section 3401 of the Internal Revenue Code). Wherever
the term "Non-Exempt Employee" is used in the Plan, on or after June 1, 1981,
such term shall be deemed to refer to the term "Covered Employee" as herein
defined. For purposes of this paragraph (5), any person who is an Employee, who
is performing services outside of the United States of America as an Employee of
an Employer, and who immediately prior to beginning to perform such services
outside of the United States of America was a Covered Employee under this
paragraph (5) (determined without regard to this sentence) shall be deemed to be
a Covered


                                      -B2-
<PAGE>

Employee employed at the covered plant, location, or operating unit or in the
covered classification at which or in which such Covered Employee was employed
immediately prior to beginning to perform such services outside of the United
States of America until the earliest of the date on which the person is
transferred to a plant, location, or operating unit or employment classification
listed on Schedule BI, the date on which the person is transferred to a plant,
location, or operating unit located within the United States of America that is
not listed on Schedule BI, the date on which the person no longer receives his
regular compensation on an hourly basis, the date on which the person is no
longer an Employee of an Employer, or the date on which the person has a status
that would exclude the person from the definition of Covered Employee under
clauses (a), (b), (c), or (d) of the first sentence of this paragraph (5).

                  (6) Deferred Vested Pension: A pension payable pursuant to
Sections 3.4 and 4.4.

                  (7) Delta Mill Employee: An Employee, other than a leased
employee as such term is defined in Section 6.20 (Provision Pursuant to Internal
Revenue Code Section 414(n)), at the Company's Delta Mill Division who is, and
for so long as he is, or who terminates his employment with the Company or
Retires as (as the context may require), a member of the then effective
bargaining unit established under the collective bargaining agreement, between
the Company and the Oil, Chemical and Atomic Workers Union, Local 2-904. For
purposes of this Section 1.1(7) only, the following shall apply: "Company's
Delta Mill Division" means a "Delta Mill Division" of Brush Wellman Inc. or
Brush Resources Inc.; and "Company" means Brush Wellman Inc., Brush Resources
Inc. or both.

                  (8) Disability Pension: A pension payable pursuant to Sections
3.5 and 4.5.

                  (9) Early Retirement Pension: A pension payable pursuant to
Sections 3.3 and 4.3.

                  (10) Employer: As of June 1, 1985, the only "Employer" was the
Company. On and after January 1, 1989, the term "Employer" shall also include
Metals Engineering Company, and with respect only to periods after December 31,
1988, Employees of Metals Engineering Company shall be Covered Employees under
the Plan (provided such an Employee otherwise meets the requirements to be a
Covered Employee described in Section 1.1(5). As of January 1, 2001, Employer
shall mean the following business organizations: BEM Services, Inc., Brush
Ceramic Products Inc., Brush Resources Inc., Brush Wellman Inc., Metals
Engineering Company, and Zentrix Technologies Inc.

                  (11) Hour of Service: (A) An Employee shall be credited with
one Hour of Service for each hour (i) for which he is directly or indirectly
paid, or entitled to payment, by one or more of the Controlled Group Members for
the performance of duties as an Employee, (ii) for which back pay, irrespective
of mitigation of damages, is either awarded or agreed to by one or more
Controlled Group Members (which back pay shall be credited to the Employee in
the Controlled Group Member's fiscal year as to which such award or agreement
pertains), provided that the crediting of Hours of Service as to such back pay
with respect to periods described in clause (iii) of this Section 1.1(11)(A) or
in Section 1.1(11)(B) shall be subject to the


                                      -B3-
<PAGE>

respective provisions and limitations set forth therein, or (iii) for which he
is paid, or entitled to payment, by a Controlled Group Member on account of a
period of time during which no duties are performed (irrespective of whether the
employment relationship was terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty or leave of
absence but, except as may otherwise be provided herein, no more than 501 Hours
of Service shall be credited under this clause (iii) to an Employee on account
of any single continuous period during which an Employee performs no duties;
provided, however, that an Hour of Service shall not be credited under two or
more of clauses (i), (ii) and (iii) of this Section 1.1(11)(A). Payments made to
an Employee or former Employee under a plan maintained solely for the purpose of
complying with applicable unemployment compensation laws or which solely
reimburse an Employee or former Employee for medical or medically related
expenses incurred by such person shall be disregarded for purposes of crediting
Hours of Service.

                  (B) With respect to each Employee whose compensation is not
determined on the basis of certain amounts for each hour worked during a given
period and for whom hours of work are not required to be counted and recorded by
any federal law (other than ERISA), Hours of Service shall be credited on the
basis of 48 Hours of Service per week, or 10 Hours of Service per day if he is
paid on a daily basis, for each week or day (as the case may be) for which he
receives compensation from any Controlled Group Member. If any applicable law or
regulations requires any other hours to be counted as Hours of Service for any
purpose under the Plan, such hours shall be credited for such purpose. No hour
shall be counted more than once or be counted as more than one Hour of Service
even though more than straight-time pay may be paid for it. No period of
employment after the termination of the Plan pursuant to Article XIII shall be
counted toward Hours of Service.

                  (C) If an Employee is absent from work for any period --

                  (i) by reason of the pregnancy of the Employee,

                  (ii) by reason of the birth of a child of the Employee,

                  (iii) by reason of the placement of a child with the Employee
      in connection with the adoption of such child by the Employee, or

                  (iv) for purposes of caring for any such child for a period
      beginning immediately following such birth or placement, such Employee
      shall receive credit for Hours of Service (solely for the purpose of
      determining whether or not he has incurred a 1-Year Break in Service for
      purposes of participation in the Plan and determining his vested interest)
      equal to:

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

                  (b) if the number of Hours of Service under clause (a) is not
            determinable, 8 Hours of Service per day of such absence,


                                      -B4-
<PAGE>

            except that no more than 501 Hours of Service shall be credited
            under this paragraph (C) by reason of any such pregnancy, birth or
            placement. The hours described in clauses (a) and (b) of this
            paragraph (C) shall be credited as Hours of Service --

                  (I) only in the Plan Year in which the absence from work
            begins, if the Participant would be prevented from incurring a
            1-Year Break in Service during such Plan Year solely because of the
            crediting of Hours of Service as provided in this paragraph (C), or

                  (II) in any other case, in the immediately following Plan
            Year.

No credit will be given pursuant to this paragraph (C) unless the Employee
furnishes to the Committee such timely information as the Plan may reasonably
require to establish that the absence is for the reasons referred to in
subparagraphs (i), (ii), (iii) and (iv) of this paragraph (C) and the number of
days for which there was such an absence.

                  (D) Hours of Service shall be credited to eligibility
computation periods and Plan Years in accordance with the provisions of 29
C.F.R. Section 2530.200b-2(c).

                  (12) Normal Retirement Date: The later of the date on which a
person attains age 65 or the fifth anniversary of the date he first commenced
participation in the Plan.

                  (13) [Reserved]

                  (14) Pension Commencement Date: The date as of which a
Participant's or Beneficiary's pension under the Plan commences or is to
commence under the applicable terms of the Plan, irrespective of whether it has
in fact commenced.

                  (15) Pensioner: A former Employee whose employment with the
Controlled Group shall have terminated under such conditions that he is eligible
for a pension under this Schedule B, even though such pension may not have
commenced or will not commence until after the proper filing of an application
and the arrival of the time at which such pension becomes payable.

                  (16) Pre-Retirement Death Surviving Spouse Pension: A pension
payable pursuant to Sections 3.6 and 4.6.

                  (17) Qualifying Termination: (A) The Retirement of a
Participant, (B) the termination of a Participant's employment with the
Controlled Group that makes him eligible for a Deferred Vested Pension, (C) the
commencement of a period of lay-off or authorized leave of absence of a
Participant who if his employment with the Controlled Group were terminated
would be eligible for a Deferred Vested Pension, if he does not thereafter
return to active employment with the Controlled Group, or (D) the death of a
Participant if as a result of his death a benefit is payable hereunder for a
Beneficiary of his.


                                      -B5-
<PAGE>

                  (18) Retirement: The termination of a Participant's employment
with the Controlled Group which makes him eligible for a Normal Retirement,
Early Retirement or Special Early Retirement Pension or a Disability Pension
under this Schedule B. The term "Retire" when referring to a Participant refers
to the fact that his employment with the Controlled Group is being or has been
terminated under conditions that constitute Retirement.

                  (19) Service and Years of Service:

                  Year of Benefit Service: Years of Benefit Service shall be
determined as follows:

                  (A) (Plan Years beginning on or after June 1, 1985) An
      Employee who is regularly scheduled to work at least 40 hours per week
      shall be credited with 1/12th of a Year of Benefit Service for each Month
      he completes in active employment as a Covered Employee. An Employee who
      does not meet the requirements of the preceding sentence shall be credited
      with 1/12th of a Year of Benefit Service for each 160 Hours of Service he
      completes as a Covered Employee and in case the number of Hours of Service
      credited to an Employee with respect to a Plan Year is not a whole number
      multiple of 160, he shall be credited with 1/12ths of a Year of Benefit
      Service to the nearest whole number multiple of 160. In addition, (i) an
      Employee who has a nonforfeitable right to a benefit under this Schedule B
      prior to an authorized medical leave of absence from the employment of the
      Controlled Group, and who becomes eligible for a Disability Pension under
      this Schedule B, shall be credited with 1/12th of a Year of Benefit
      Service for each Month during such medical leave of absence for a maximum
      of six Months or until the date of the determination of his eligibility
      for Social Security Disability Benefits, whichever occurs first, provided
      he was a Covered Employee on the day before the first day of his leave of
      absence, and (ii) an Employee who has a nonforfeitable right to a benefit
      under the Pre-2000 Restatement Plan or this Schedule B prior to an
      authorized medical leave of absence from the employment of the Controlled
      Group or prior to being laid-off or terminated by a Controlled Group
      Member because of a reduction in work force, shall be credited with 1/12th
      of a Year of Benefit Service for each of the first 24 consecutive Months
      (to the nearest Month) he is on authorized medical leave of absence (and
      not receiving a Disability Pension) or lay-off or after such termination
      of his employment, provided he was a Covered Employee on the day before he
      began his medical leave of absence or was laid-off or terminated and
      further provided:

                  (AA) he returns from such medical leave of absence, lay-off or
            termination without loss of seniority, and upon return to active
            service he completes 13 weeks on the active payroll or 1,000 Hours
            of Service, whichever occurs first, or

                  (BB) in the case of an Employee on lay-off, he reaches his
            Normal Retirement Date on or before the expiration of such 24 Month
            period.


                                      -B6-
<PAGE>

      However, except as otherwise provided in clause (iii) of Section
      1.1(11)(A) as to the crediting of Hours of Service for periods during
      which duties are not being performed, if at the time of his medical leave
      of absence, lay-off or termination the Employee did not have a
      nonforfeitable right to a benefit under the Pre-2000 Restatement Plan or
      this Schedule B, he shall not be credited with any Years of Benefit
      Service, or fractions thereof, during the period of his medical leave of
      absence, lay-off or termination. Nothing in this Section 1.1(19) shall be
      deemed or construed to entitle an Employee to duplicate credit for the
      same specified period or to more than one Year of Benefit Service with
      respect to any Plan Year. No work, employment or time after the
      termination of the Plan pursuant to Article XIII shall be counted toward
      Years of Benefit Service.

                  (B) (Plan Years ending before June 1, 1985) For any period of
      his employment before June 1, 1985, an Employee shall be credited with the
      number of Years of Benefit Service (computed to the nearest Month) which
      is equivalent to his Years of Benefit Service as a Covered Employee under
      the Pre-2000 Restatement Plan as of May 31, 1985.

                  (C) (Additional Credits) The Committee may adopt uniform rules
      for counting additional periods of employment as Years of Benefit Service
      or fractions thereof, provided such rules do not discriminate in favor of
      shareholders, officers or highly paid Employees of Controlled Group
      Members.

                  (D) (Service at Lorain Plant) Notwithstanding anything in the
      Plan to the contrary, a person who is or becomes a Covered Employee on or
      after January 1, 2002 shall be credited with Years of Benefit Service with
      respect to period(s) of employment of such person as an Employee at the
      Lorain Plant after October 31, 1996 and prior to January 1, 2002 (if any)
      as if such person had been a Covered Employee during such period(s) of
      employment. Notwithstanding the immediately preceding sentence, no Years
      of Benefit Service shall be credited under this subparagraph (D) to a
      Covered Employee (i) if such Years of Benefit Service would, if credited
      during the period of such individual's employment at the Lorain Plant
      otherwise in accordance with the immediately preceding sentence, be
      disregarded in accordance with any other provision of the Plan, including
      without limitation Section 1.1(4)(B), Section 5.2(b), and Section 10.2(3)
      (Coverage and Participation) for the purpose of computing any pension to
      which such Covered Employee may be entitled under the Plan, or (ii) if the
      Covered Employee receives credit for "Years of Benefit Service" (under and
      as defined in Schedule A) with respect to such employment as an Employee
      at the Lorain Plant.

                  For purposes of this subparagraph (D), the "Lorain Plant"
      shall mean the Brush Wellman Inc. facility located at 7375 Industrial
      Parkway, Lorain, Ohio.

                  Year of Eligibility Service: An Employee shall be credited
with a Year of Eligibility Service if he completes 1,000 Hours of Service in the
12-month period beginning on the first day on which he is an Employee and
completes one Hour of Service and such an Employee who does not complete 1,000
Hours of Service during such period shall be credited


                                      -B7-
<PAGE>

with a Year of Eligibility Service if he completes 1,000 Hours of Service during
the Plan Year which includes the first anniversary of his employment as an
Employee or any Plan Year thereafter; provided, however, if an Employee
completes 1,000 Hours of Service in both the 12-month period beginning on the
first day on which he is an Employee and completes one Hour of Service and
during the Plan Year which includes the first anniversary of his employment as
an Employee, he shall be credited with two Years of Eligibility Service.
Notwithstanding the foregoing, for the purposes of determining whether a Year of
Eligibility Service is to be credited to an Employee, the Plan Year shall be
substituted for the initial 12-month period beginning with an Employee's
employment date regardless of whether or not he completes 1,000 Hours of Service
in such initial 12-month period.

                  Year of Vesting Service: Years of Vesting Service shall be
determined as follows:

                  (A) (Plan Years beginning on or after June 1, 1985) An
      Employee shall be credited with a Year of Vesting Service in respect of
      any Plan Year commencing on or after June 1, 1985 during which he
      completes 1,000 Hours of Service with the Controlled Group during such
      Plan Year. In addition, an Employee shall be credited with 1/12th of a
      Year of Vesting Service for each of the first 24 consecutive Months (to
      the nearest Month) that he is laid-off or terminated by a Controlled Group
      Member because of a reduction in force (but under no circumstances for a
      period longer than his Years of Vesting Service when laid-off or
      terminated), provided:

                  (i) he returns from lay-off or is re-employed with the
            Controlled Group without loss of seniority, and

                  (ii) upon his return to active service, he completes 13 weeks
            on the active payroll as a Controlled Group Member or 1,000 Hours of
            Service, whichever occurs first.

Nothing in this Section 1.1(19) shall be deemed or construed to entitle an
Employee to duplicate credit for the same specified period or to more than one
Year of Vesting Service with respect to any Plan Year.

                  (B) (Plan Years ending before June 1, 1985) For any period
      before June 1, 1985, an Employee shall be credited with that number of
      Years of Vesting Service which is equal to his Years of Vesting Service
      under the Pre-2000 Restatement Plan as of May 31, 1985.

                  (C) (Additional Credits) The Committee may adopt uniform rules
      for counting additional periods of employment as Years of Vesting Service
      or fractions thereof, provided such rules do not discriminate in favor of
      shareholders, officers or highly paid Employees of Controlled Group
      Members.

                  (D) Notwithstanding any other provision of the Plan to the
      contrary, in the case of a Covered Employee who was an employee of Metals


                                      -B8-
<PAGE>

      Engineering Company on January 1, 1989, solely for purposes of determining
      Years of Vesting Service, Metals Engineering Company shall be deemed a
      Controlled Group Member from such Covered Employee's date of hire with
      Metals Engineering Company, or his date of hire with Penn Precision
      Rolling Mills, Ltd. if earlier.

                  (20) Year of Benefit Service: See Section 1.1(19).

                  (21) Year of Eligibility Service: See Section 1.1(19).

                  (22) Year of Vesting Service: See Section 1.1(19).


                                      -B9-
<PAGE>

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION

                  2.1 Commencement of Participation. (1) A person who, on May
31, 2000, was a "Participant" under the Pre-2000 Restatement Plan or satisfied
the eligibility requirements of the Pre-2000 Restatement Plan, and who is an
Employee (or a Pensioner) on June 1, 2000, shall become, or shall continue to
be, a Participant under this Schedule B on June 1, 2000.

                  (2) On or after June 1, 2000 and prior to June 1, 2002, an
Employee who is not a Participant pursuant to Section 2.1(1) shall become a
Participant under this Schedule B on the next following entry date (namely, any
June 1 or December 1) on which he satisfies the following eligibility
requirements: (A) he is a Covered Employee, (B) he has attained age 21, and (C)
he has been credited with a Year of Eligibility Service. On or after June 1,
2002, an Employee who is not a Participant pursuant to Section 2.1(1) or the
preceding sentence shall become a Participant under this Schedule B on the date
on which he satisfies the following eligibility requirements: (A) he is a
Covered Employee, (B) he has attained age 21, and (C) he has been credited with
a Year of Eligibility Service.

                  (3) If a person ceased to be a Participant under the Pre-2000
Restatement Plan prior to June 1, 2000, or ceases to be a Participant under this
Schedule B on or after June 1, 2000, and he again becomes an Employee on or
after June 1, 2000, he shall again become a Participant under this Schedule B as
of the date he so again becomes an Employee whether or not he again becomes a
Covered Employee.

                  2.2 Termination of Participation. Notwithstanding Section
10.2(2), an Employee's participation in the Plan for purposes of this Schedule B
shall cease when his employment with the Controlled Group terminates and he
incurs a 1-Year Break in Service, unless he becomes a Pensioner upon such
termination.


                                     -B10-
<PAGE>

ARTICLE III. - ELIGIBILITY FOR PENSIONS

                  3.1 Benefits for Former Employees Terminated before June 1,
2000. Any benefits payable under the Plan with respect to an Employee or a
former Employee whose employment with the Controlled Group terminated before
June 1, 2000 shall be governed by the provisions of the Pre-2000 Restatement
Plan as in effect from time to time before such date, except to the extent that
certain terms or provisions of the Plan, as hereby restated as of June 1, 2000,
apply to such benefits in accordance with Section 10.1 (Employment Termination
Prior to June 1, 2000). Notwithstanding the foregoing provisions of this Section
3.1, or any other provision of the Plan, or any prior provision of the Plan or
any predecessor plan document, the last sentence of Exhibit A shall apply with
respect to any benefit payable in a lump sum after May 31, 2000 or deemed to be
payable after May 31, 2000 in a lump sum, without regard to when employment
termination occurred.

                  3.2 Normal Retirement. An Employee (including an Employee who
is on lay-off status) whose employment with the Controlled Group is terminated
on or after June 1, 2000 and on or after his Normal Retirement Date shall be
entitled to a Normal Retirement Pension as provided in Section 4.2, based on his
Years of Benefit Service at the time of his Retirement. Such a Participant's
rights to a Normal Retirement Pension shall be non-forfeitable, except as
otherwise permitted by applicable law, on and after he reaches his Normal
Retirement Date.

                  3.3 Early Retirement. An Employee having at least ten years of
Vesting Service (at least five Years of Vesting Service in the case of a person
who shall have first become an employee as a Delta Mill Employee prior to
November 1, 1985 or who shall have first become an employee in any other
operation of the Company, other than at its Tucson plant, prior to July 1,
1984), whose employment with the Controlled Group is terminated on or after he
attains age 55, and while he is actively employed but before his Normal
Retirement Date, shall be eligible for an Early Retirement Pension as provided
in Section 4.3, based on his Years of Benefit Service at the time of his
Retirement.

                  3.3A Special Early Retirement Pension. A Participant
(excluding any Participant who is a Delta Mill Employee or an Employee employed
at the Company's Hampton Plant or Tucson Plant) having at least 30 Years of
Vesting Service whose Qualifying Termination date occurs on or after he attains
age 62 but before his Normal Retirement Date shall be eligible for a Special
Early Retirement Pension as provided in Section 4.3A, based on his Years of
Benefit Service at the time of his Retirement. A Participant (excluding any
Participant who is a Delta Mill Employee or an Employee employed at the
Company's Hampton Plant or Tucson Plant) having at least 30 Years of Vesting
Service whose Qualifying Termination date occurs on or after June 30, 1999 and
on or after the date he attains age 55 but prior to the date on which he attains
age 62 shall be eligible for a special early commencement reduction as provided
in Section 4.7(a)(1) with respect to such Participant's benefit accrued as of
such Qualifying Termination date. For purposes of this Section 3.3A only, the
following shall apply: "Company's Tucson Plant" means a Tucson plant of Brush
Wellman Inc., Brush Ceramic Products Inc., or Zentrix Technologies Inc.; and
"Company's Hampton Plant" means the Hampton plant of Brush Wellman Inc.


                                     -B11-
<PAGE>

                  3.4 Deferred Vested Terminations. An Employee having at least
five Years of Vesting Service whose employment with the Controlled Group is
terminated before his Normal Retirement Date but who does not meet the
requirements of Section 3.3 or Section 3.3A shall be eligible for a Deferred
Vested Pension as provided in Section 4.4, based on his Years of Benefit Service
at the time of his Qualifying Termination.

                  3.5 Disability Retirement. (a) An Employee (but excluding any
such person on lay-off status) having at least ten Years of Vesting Service
whose employment with the Controlled Group is terminated on or after June 1,
1985 before his Normal Retirement Date because of his being Permanently and
Totally Disabled shall be eligible for a Disability Pension as provided in
Section 4.5, based on his Years of Benefit Service at the time of his
Retirement.

                  (b) A person shall be deemed to be "Permanently and Totally
Disabled" only if:

                  (1) he is not engaged in employment or occupation for
      remuneration or profit in excess of 50 percent of his Disability Pension
      under the Plan; and

                  (2) a physician or clinic selected by the Company shall find,
      on the basis of medical evidence, (A) that he has been totally disabled by
      bodily or mental injury or disease so as to be prevented thereby from
      engaging in any employment or occupation for remuneration or profit in
      excess of 50 percent of his Disability Pension under this Schedule B, and
      (B) that his total disability will presumably be permanent and continuous
      during the remainder of his life; provided that no person shall be deemed
      to be Permanently and Totally Disabled for the purposes of this Schedule B
      if his disability resulted from (i) chronic alcoholism or the use of
      narcotics, (ii) his engaging in a criminal act or in an effort to bring
      about the injury or illness of himself or any other person or (iii)
      service in the armed forces of any country.

                  (c) In any case where the physician or clinic selected by the
Company is required to make a finding with respect to the Permanent and Total
Disability of any Employee or former Employee applying for, claiming or
receiving a Disability Pension, such Employee or former Employee shall be
required to submit to such examinations as shall be necessary for such physician
or clinic to determine whether he is Permanently and Totally Disabled and, when
relevant, when his said disability began. Subject to the claims and review
procedure in Article IV, the medical opinions of such physician or clinic shall
decide such questions and shall be conclusive and binding, for purposes of the
Plan, upon all persons as to the condition of such Employee or former Employee.
The expenses of such examination shall be paid by the Employee's Employer. Any
former Employee who shall be receiving a Disability Pension shall be required to
submit to a disability examination in the manner set forth in this Section 3.5
at any time after he ceases to be an Employee for the purpose of determining his
condition whenever such examination is requested by the Committee.

                  3.6 Pre-Retirement Death Surviving Spouse Pension. Subject to
Section 3.9, if a Participant, who (1) has at least one Hour of Service under
the Pre-2000


                                     -B12-
<PAGE>

Restatement Plan or this Schedule B on or after August 23, 1984 or one hour of
paid leave from a Controlled Group Member on or after August 23, 1984 and (2)
immediately before his death would have been eligible for a pension under this
Schedule B if his employment with the Controlled Group had then terminated
(other than by reason of his death), dies before his Pension Commencement Date,
his surviving Spouse, if any, shall be eligible for a Pre-Retirement Death
Surviving Spouse Pension as provided in Section 4.6.

                  3.7 Non-Duplication of Early Retirement, Disability and
Deferred Vested Pensions. A Participant whose employment with the Controlled
Group is terminated under such conditions that he meets the requirements of
Section 3.3, Section 3.3A or Section 3.4 and Section 3.5 for a pension shall not
be entitled to receive more than one of such pensions except as provided in
Section 5.1A(d). He (or a person duly authorized to represent him) shall elect
which one of those pensions for which he is eligible shall be payable to him.
Such election shall be made by an instrument (in form satisfactory to the
Committee) signed by him (or such authorized person) and filed with the
Committee before his pension hereunder begins (except as may otherwise be
provided in Section 5.1A(d)).

                  3.8 [Reserved]

                  3.9 Death Benefit for Certain Employees Who Die Prior to Age
55. In the event of the death of a Covered Employee, other than a Delta Mill
Employee, who shall not have attained the age of 55, who shall die on or after
June 1, 2000, who shall have at least 15 Years of Vesting Service at the time of
his death and who shall leave a Spouse surviving him, a benefit will be paid to
such Spouse as described in Section 4.10 or, if larger or after the benefit
described in Section 4.10 ceases to be payable, such Spouse will be entitled to
a Pre-Retirement Death Surviving Spouse Pension pursuant to Section 3.6.

                  3.10 Death Benefit for Certain Participants Who Commence
Disability Pension Prior to Age 55. In the event of the death of a Disability
Pensioner, other than a Delta Mill Disability Pensioner, whose Disability
Pension shall have commenced prior to his attaining age 55, on or after June 1,
2000, after having earned at least 15 Years of Vesting Service prior to
commencement of his Disability Pension, and who shall leave a Spouse surviving
him of a marriage which existed for one year or more at commencement of his
Disability Pension, a benefit will be paid to such Spouse as described in
Section 4.11.

                  3.11 Transfers of Employment. In the case of an Employee who
transfers from a class of employees whose service shall have been determined on
the basis of the elapsed time method of computing service and as a result of
such transfer becomes a Covered Employee, such Employee shall receive credit for
Years of Vesting Service, (a) as of the date of transfer, for a number of Years
of Vesting Service equal to the number of 1-year periods of service credited to
him as of the date of transfer, and (b) in the Plan Year which includes the date
of transfer, for a number of Hours of Service determined by applying the
provisions of Section 1.1(11)(B) to any fractional part of a year credited to
the Employee under the elapsed time method of computing service as of the date
of transfer.


                                     -B13-
<PAGE>

ARTICLE IV. - PENSION AND DEATH BENEFITS

                  4.1 Regular Pensions. (a) An Employee or former Employee shall
not be eligible for a pension under the Plan as hereby restated as of June 1,
2000 unless, in addition to any other requirements set forth in the Plan, his
Qualifying Termination occurs on or after June 1, 2000. The pension payable to
or for an Employee or former Employee whose Qualifying Termination occurred
before June 1, 2000 (and who is not rehired thereafter) shall be determined by
and paid in accordance with the terms and provisions of the Pre-2000 Restatement
Plan as in effect at the date of such Qualifying Termination except to the
extent certain provisions of the Plan as hereby restated as of June 1, 2000
apply to such pension in accordance with Section 10.1 (Employment Termination
Prior to June 1, 2000). Notwithstanding the foregoing provisions of this Section
4.1, or any other provision of the Plan, or any prior provision of the Plan or
any predecessor plan document, the last sentence of Exhibit A shall apply with
respect to any benefit payable in a lump sum after May 31, 2000 or deemed to be
payable after May 31, 2000 in a lump sum, without regard to when employment
termination occurred.

                  (b) The regular pension payable hereunder to a Participant
before June 1, 1976, and, in the case of a Deferred Vested Pensioner who
incurred a Qualifying Termination prior to July 1, 1976, the regular pension
payable hereunder to such a Deferred Vested Pensioner on or after July 1, 1976,
for his Benefit Service accrued before June 1, 1976, shall be a pension in the
amount provided for in the Pre-2000 Restatement Plan as in effect before June 1,
1976. Except as provided in the preceding sentence, the regular pension payable
hereunder to a Participant shall be an amount equal to the Participant's Years
of Benefit Service and any fractions thereof multiplied times the applicable
Benefit Rate in effect for the date of the Participant's termination of
employment specified in the table below for the plant or location at which such
Years of Benefit Service were credited to the Participant, or in the case of the
table entitled "Delta Mill Employee" for such Years of Benefit Service as a
Delta Mill Employee; provided that if more than one Benefit Rate is so
specified, the monthly amount shall be the sum of each amount determined by
multiplying each such Benefit Rate times the Years of Benefit Service and
fractions thereof credited to the Participant up to the lesser of the total
Years of Benefit Service and any fractions thereof so credited (less any Years
of Benefit Service and fractions thereof credited at a lower Benefit Rate) or
the maximum number of Years of Benefit Service which may be credited at such
Benefit Rate specified in such table.

                          ELMORE PLANT OR READING PLANT

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                 BENEFIT RATE FOR YEARS OF BENEFIT SERVICE
-------------------------                 -----------------------------------------
    ON OR AFTER          PRIOR TO          UP TO 15 YEARS          OVER 15 YEARS BUT          OVER 25 YEARS
                                                                  NOT IN EXCESS OF 25
                                                                        YEARS
<S>                   <C>                  <C>                    <C>                         <C>
June 1, 1976          June 1, 1978                  $9.00                $9.00                       $9.00

June 1, 1978          June 1, 1981                 $10.00               $13.00                      $13.00

June 1, 1981          June 1, 1984                 $12.00               $16.00                      $16.00
</TABLE>


                                     -B14-
<PAGE>

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                 BENEFIT RATE FOR YEARS OF BENEFIT SERVICE
-------------------------                 -----------------------------------------
    ON OR AFTER          PRIOR TO          UP TO 15 YEARS          OVER 15 YEARS BUT          OVER 25 YEARS
                                                                  NOT IN EXCESS OF 25
                                                                        YEARS
<S>                   <C>                  <C>                    <C>                         <C>
June 1, 1984          June 1, 1986                 $13.50               $17.50                       $17.50

June 1, 1986          October 1, 1989              $14.50               $17.50                       $19.00

October 1, 1989       January 1, 1992              $15.25               $18.50                       $20.00

January 1, 1992       January 1, 1995              $20.00               $20.00                       $20.00

January 1, 1995       January 1, 1998              $21.00               $21.00                       $23.00

January 1, 1998       January 1, 1999              $22.50               $22.50                       $25.00

January 1, 1999       January 1, 2001              $27.00               $27.00                       $30.00

January 1, 2001       Not applicable               $28.50               $28.50                       $31.50
</TABLE>

                                 CLEVELAND PLANT

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                 BENEFIT RATE FOR YEARS OF BENEFIT SERVICE
-------------------------                 -----------------------------------------
    ON OR AFTER          PRIOR TO          UP TO 15 YEARS          OVER 15 YEARS BUT          OVER 25 YEARS
                                                                  NOT IN EXCESS OF 25
                                                                        YEARS
<S>                   <C>                  <C>                    <C>                         <C>
June 1, 1976          June 1, 1978                       $9.00                   $9.00                     $9.00

June 1, 1978          June 1, 1981                      $10.00                  $13.00                    $13.00

June 1, 1981          June 1, 1984                      $12.00                  $16.00                    $16.00

June 1, 1984          June 1, 1986                      $13.50                  $17.50                    $17.50

June 1, 1986          October 1, 1989                   $14.50                  $17.50                    $19.00

October 1, 1989       January 1, 1992                   $15.25                  $18.50                    $20.00

January 1, 1992       January 1, 1995                   $20.00                  $20.00                    $20.00

January 1, 1995       January 1, 1998                   $21.00                  $21.00                    $23.00

January 1, 1998       Not applicable                    $22.50                  $22.50                    $25.00
</TABLE>


                                     -B15-
<PAGE>

                               DELTA MILL EMPLOYEE

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                                                   BENEFIT RATE
-------------------------                                                   ------------
     ON OR AFTER                PRIOR TO
<S>                     <C>                       <C>
Not applicable          November 1, 1982          $9.00 ($8.00 for Years of Benefit Service prior to November 19,
                                                  1977)

November 1, 1982        November 1, 1985          $11.00

November 1, 1985        November 1, 1986          $12.00

November 1, 1986        November 1, 1987          $13.00

November 1, 1987        January 1, 1989           $13.00 for Years of Benefit Service up to 15,
                                                  $15.00 for Years of Benefit Service over 15

January 1, 1989         November 1, 1991          $15.00

November 1, 1991        January 1, 1992           $15.50

January 1, 1992         November 1, 1994          $20.00

November 1, 1994        November 1, 1997          $21.00

November 1, 1997        October 25, 1998          $21.50

October 25, 1998        October 24, 1999          $22.00

October 24, 1999        October 29, 2000          $22.50

October 29, 2000        Not applicable            $23.00
</TABLE>

    HAMPTON PLANT (FORMERLY THE CONSOLIDATED CERAMICS & METALIZING DIVISION)

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                                                   BENEFIT RATE
-------------------------                                                   ------------
     ON OR AFTER                PRIOR TO
<S>                     <C>                      <C>
Not applicable          June 1, 1978             $6.00

June 1, 1978            June 1, 1979             $8.00

June 1, 1979            June 1, 1981             $9.00

June 1, 1981            June 1, 1984             $10.00

June 1, 1984            May 31, 1995             $11.50

June 1, 1995            Not applicable           $11.50 (or, if higher, the unit dollar amount in effect at last
                                                 location where Participant was a Covered Employee)
</TABLE>


                                     -B16-
<PAGE>

                                  TUCSON PLANT

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                        BENEFIT RATE
-------------------------                        ------------
   ON OR AFTER              PRIOR TO
<S>                     <C>                      <C>
June 1, 1980            January 1, 1992          $9.00

January 1, 1992         January 1, 1995          $12.00

January 1, 1995         January 1, 1999          $15.00

January 1, 1999         Not applicable           $18.00
</TABLE>

                DELTA PLANT (OTHER THAN AS A DELTA MILL EMPLOYEE)

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                 BENEFIT RATE FOR YEARS OF BENEFIT SERVICE
-------------------------                 -----------------------------------------
    ON OR AFTER          PRIOR TO          UP TO 15 YEARS          OVER 15 YEARS BUT          OVER 25 YEARS
                                                                  NOT IN EXCESS OF 25
                                                                        YEARS
<S>                   <C>                  <C>                    <C>                         <C>
June 1, 1976          June 1, 1978                  $9.00                $9.00                        $9.00

June 1, 1978          June 1, 1981                 $10.00               $13.00                       $13.00

June 1, 1981          June 1, 1984                 $12.00               $16.00                       $16.00

June 1, 1984          June 1, 1986                 $13.50               $17.50                       $17.50

June 1, 1986          October 1, 1989              $14.50               $17.50                       $19.00

October 1, 1989       January 1, 1992              $15.25               $18.50                       $20.00

January 1, 1992       November 1, 1997             $20.00               $20.00                       $20.00

November 1, 1997      October 25, 1998             $21.50               $21.50                       $21.50

October 25, 1998      October 24, 1999             $22.00               $22.00                       $22.00

October 24, 1999      October 29, 2000             $22.50               $22.50                       $22.50

October 29, 2000      Not applicable               $23.00               $23.00                       $23.00
</TABLE>

                                  LORAIN PLANT

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT              BENEFIT RATE
-------------------------              ------------
     ON OR AFTER
<S>                                    <C>
January 1, 2002                           $18.00
</TABLE>


                                     -B17-
<PAGE>

              WAREHOUSE DISTRIBUTION CENTERS AND ANY OTHER FACILITY
                          NOT LISTED IN ANY OTHER TABLE

<TABLE>
<CAPTION>
TERMINATION OF EMPLOYMENT                 BENEFIT RATE FOR YEARS OF BENEFIT SERVICE
-------------------------                 -----------------------------------------
    ON OR AFTER          PRIOR TO          UP TO 15 YEARS          OVER 15 YEARS BUT          OVER 25 YEARS
                                                                  NOT IN EXCESS OF 25
                                                                        YEARS
<S>                   <C>                  <C>                    <C>                         <C>
June 1, 1976          June 1, 1978                  $9.00                $9.00                        $9.00

June 1, 1978          June 1, 1981                 $10.00               $13.00                       $13.00

June 1, 1981          June 1, 1984                 $12.00               $16.00                       $16.00

June 1, 1984          June 1, 1986                 $13.50               $17.50                       $17.50

June 1, 1986          October 1, 1989              $14.50               $17.50                       $19.00

October 1, 1989       January 1, 1992              $15.25               $18.50                       $20.00

January 1, 1992       January 1, 1999              $20.00               $20.00                       $20.00

January 1, 1999       Not applicable               $24.00               $24.00                       $24.00
</TABLE>

For purposes of this Section 4.1(b) only: (i) "Tucson Plant" means a Tucson
plant of Brush Wellman Inc., Brush Ceramic Products Inc., or Zentrix
Technologies Inc. located in Tucson, Arizona, or the Newburyport, Massachusetts
Ceramics Division of Brush Wellman Inc. or Zentrix Technologies Inc. located in
Newburyport, Massachusetts; (ii) "Hampton Plant" means the former Hampton plant
of Brush Wellman Inc.; (iii) "Elmore Plant" means the Elmore plant of Brush
Wellman Inc. located in Elmore, Ohio; (iv) "Reading Plant" means the Reading
plant of Brush Wellman Inc. located in Reading, Pennsylvania; (v) "Cleveland
Plant" means the Cleveland plant of Brush Wellman Inc. located in Cleveland,
Ohio and any location of BEM Services, Inc.; (vi) "Delta Plant" means a plant of
Brush Wellman Inc. or Brush Resources Inc. located in Delta, Utah; (vii)
"Warehouse Distribution Centers" means the Warehouse Distribution Centers of
Brush Wellman Inc. at the locations listed on Schedule BI; (viii) "Lorain Plant"
means the Brush Wellman Inc. facility located at 7375 Industrial Parkway,
Lorain, Ohio; and (ix) "Other Facility" means other facility of Brush Wellman
Inc. or an Employer, wherever located, but only with respect to periods a
business organization was an Employer and only with respect to an Employee of
the Employer who otherwise meets the requirements to be a Covered Employee
described in Section 1.1(5).

                  (c)(1) For a person who is not employed as an Employee after
April 30, 2001, the following shall apply:

                  (A) Notwithstanding the foregoing provisions of Section 4.1(a)
and (b), the regular pension of a Participant who shall have had more than one
period of employment with the Controlled Group shall be the sum of his Accrued
Benefits. The term "Accrued Benefits" for purposes of this Section 4.1(c)(1)(A)
shall mean the monthly benefit in the form of a single life annuity which an
Employee has earned under this Schedule B during a period of employment with the
Controlled Group calculated as of the last day of such period and which is


                                     -B18-
<PAGE>

payable at age 65 in an amount computed under this Schedule B based upon the
benefit rate effective with respect to him under this Schedule B as of his last
day of employment for each such period and the Years of Benefit Service with
which he is credited during such period. An Accrued Benefit for a period of
employment with respect to which a person shall have lost credit for Years of
Benefit Service shall be forfeited.

                  (B) Nothing in this Section 4.1(c)(1) shall be construed to
reduce the benefits that any person shall have earned under the Pre-2000
Restatement Plan prior to November 1, 1978.

                  (2) For a person who is employed as an Employee after April
30, 2001, the following shall apply:

                  (A) Notwithstanding the foregoing provisions of Section 4.1(a)
and (b), the regular pension of a Participant who shall have had more than one
period of employment with the Controlled Group shall be recalculated on his
latest termination of employment with the Controlled Group based on his Accrued
Benefit for his entire period of employment. The term "Accrued Benefit" for
purposes of this Section 4.1(c)(2)(A) shall mean the monthly benefit in the form
of a single life annuity which an Employee has earned under this Schedule B
during his employment with the Controlled Group calculated as of his latest
termination of employment with the Controlled Group and which is payable at age
65 in an amount computed under this Schedule B based upon the benefit rate
effective with respect to him under this Schedule B as of his latest termination
of employment with the Controlled Group and the Years of Benefit Service with
which he is credited as of his latest termination of employment with the
Controlled Group, but in no event less than the Participant's regular pension as
of his immediately preceding termination of employment with the Controlled Group
as if he had not been reemployed. An Accrued Benefit for a period of employment
with respect to which a person shall have lost credit for Years of Benefit
Service shall be forfeited.

                  (B) Nothing in this Section 4.1(c)(2) shall be construed to
reduce the benefits that any person shall have earned under the Pre-2000
Restatement Plan prior to November 1, 1978. Further, nothing in this Section
4.1(c)(2) shall be construed to reduce the benefits that any person shall have
earned under this Schedule B prior to May 30, 2001.

                  4.2 Normal Retirement Pensions. The Normal Retirement Pension
for a Pensioner entitled to such a pension shall be a monthly pension
(commencing at such time as provided for in Section 5.1A) equal to the regular
pension specified in Section 4.1.

                  4.3 Early Retirement Pensions. The Early Retirement Pension
for a Pensioner entitled to such a pension shall be a monthly pension
(commencing at such time as provided for in Section 5.1A) equal to the regular
pension specified in Section 4.1.

                  4.3A Special Early Retirement Pensions. The Special Early
Retirement Pension for a Pensioner entitled to such a pension shall be a monthly
pension (commencing at such time as provided in Section 5.1A) equal to the
regular pension specified in Section 4.1.


                                     -B19-
<PAGE>

                  4.4 Deferred Vested Pensions. The Deferred Vested Pension for
a Pensioner entitled to such a pension shall be a monthly pension (commencing at
such time as provided for in Section 5.1A) equal to the regular pension
specified in Section 4.1 in effect at the time of the Pensioner's Qualifying
Termination, without regard to any increased benefit payable under a benefit
formula provided for in an amendment to or restatement of the Plan which becomes
effective as of a date subsequent to such Qualifying Termination.

                  4.5 Disability Pensions. The Disability Pension for a
Pensioner entitled to such a pension shall be a monthly pension (commencing at
such time as provided for in Section 5.1A) equal to the regular pension
specified in Section 4.1; provided, however, that if it is determined that the
Participant is not eligible for Social Security Disability Benefits and until
such time as he becomes eligible for Social Security Disability Benefits (as
determined by the Committee) or reaches his Normal Retirement Date, whichever
occurs first, the Participant shall receive an additional monthly benefit equal
to (a) $9.00 multiplied by his number of Years of Benefit Service and any
fractions thereof other than Years of Benefit Service as a Delta Mill Employee
and/or Years of Benefit Service at the Company's Hampton Plant, (b) $9.00 ($8.00
before November 19, 1977) multiplied by his number of Years of Benefit Service
and any fractions thereof as a Delta Mill Employee, and (c) $6.00 multiplied by
his number of Years of Benefit Service and any fractions thereof at the
Company's Hampton Plant. For purposes of this Section 4.5 only, "Company's
Hampton Plant" means the Hampton Plant of Brush Wellman Inc.

                  4.6 Pre-Retirement Death Surviving Spouse Pensions. (a) The
Pre-Retirement Death Surviving Spouse Pension for the surviving Spouse of a
deceased Participant which Spouse is entitled to such pension shall be, subject
to subsection (b) of this Section 4.6:

                  (1) in the case of a Participant who dies after attaining age
      55 and either (A) at a time when he is credited with at least 10 Years of
      Vesting Service (at least 5 Years of Vesting Service, in the case of a
      person who shall have first become an Employee as a Delta Mill Employee
      prior to November 1, 1985 or who shall have first become an Employee in
      any other operation of the Company, other than at its Tucson Plant, prior
      to July 1, 1984) or (B) on or after his Normal Retirement Date, that
      amount which the surviving Spouse would have been entitled to receive
      pursuant to Section 4.1 if (i) such Participant had terminated employment
      with the Controlled Group and his Pension Commencement Date occurred on
      the day before his death (assuming the Plan so provided) and (ii) he had
      not waived the Automatic Qualified Joint and Survivor Annuity Benefit
      provided for in Section 4.7(a)(3)(A); such pension shall begin with the
      first day of the Month after the Month in which he is deemed to have begun
      receiving his pension, if his Spouse is living on such day, and shall
      continue during her remaining lifetime, the last monthly payment of such
      pension being payable on the first day of the Month in which she dies;

                  (2) in the case of a Participant who dies on or before
      attaining age 55 and at a time when he is credited with at least 10 Years
      of Vesting Service (at least 5 Years of Vesting Service, in the case of a
      person who shall have first become an Employee as a Delta Mill Employee
      prior to November 1, 1985 or who shall have first become an Employee in
      any other operation of the Company,


                                     -B20-
<PAGE>

      other than at its Tucson Plant, prior to July 1, 1984), that amount which
      the surviving Spouse would have been entitled to receive pursuant to
      Section 4.1 if (i) such Participant had terminated employment with the
      Controlled Group (other than by reason of his death) on the date of his
      death if he was an Employee on such date, (ii) he survived to the date of
      his 55th birthday, (iii) his Pension Commencement Date occurred on his
      55th birthday, assuming the Plan so provided, (iv) his pension was payable
      in the form of an Automatic Qualified Joint and Survivor Annuity Benefit
      provided for in Section 4.7(a)(3)(A), and (v) he died on the day following
      such 55th birthday; such pension shall begin with the first day of the
      Month in which the Participant would have attained age 55, and shall
      continue during the Spouse's remaining lifetime, the last monthly payment
      of such pension being payable on the first day of the Month in which she
      dies; and

                  (3) in the case of a Participant who dies before attaining his
      Normal Retirement Date and at a time when he is credited with at least 5
      but less than 10 Years of Vesting Service (other than a person who shall
      have first become an Employee as a Delta Mill Employee prior to November
      1, 1985 or who shall have first become an Employee in any other operation
      of the Company, other than its Tucson Plant, prior to July 1, 1984), that
      amount which the surviving Spouse would have been entitled to receive
      pursuant to Section 4.1 if such Participant had (i) terminated employment
      with the Controlled Group (other than by reason of his death) on the date
      of his death if he was an Employee on such date, (ii) survived to his
      Normal Retirement Date, (iii) his Pension Commencement Date occurred on
      his Normal Retirement Date (assuming the Plan so provided) and his pension
      was payable in the form of an Automatic Qualified Joint and Survivor
      Annuity Benefit provided for in Section 4.7(a)(3)(A), and (iv) died on the
      day following his Normal Retirement Date; such pension shall begin with
      the first day of the Month in which the Participant would have attained
      his Normal Retirement Date, and shall continue during the Spouse's
      remaining lifetime, the last monthly payment of such Pension being payable
      on the first day of the Month in which she dies.

            (b) Notwithstanding the foregoing provisions of this Section 4.6,
(i) in the case of a Participant who dies before his Normal Retirement Date,
unless his surviving Spouse consents to the commencement of the pension
otherwise payable to her as provided in paragraph (a) of this Section 4.6, by a
written election filed with the Committee, such pension shall commence on the
first day of the Month after the Participant would have reached his Normal
Retirement Date had he not died, or on the first day of any earlier Month after
the death of the Participant and after he attained age 55 (or would have
attained such age 55 if he had not died) selected by the Spouse by a written
election (in form approved by the Committee) and filed with the Committee and
(ii) a surviving Spouse may elect to defer, in accordance with Committee rules
which are not violative of any applicable law, the commencement of pension
payments to her under this Section 4.6 until a date which is not later than the
latest permissible commencement date applicable to her under Section 6.14.


                                     -B21-
<PAGE>

                  (c) If part of a Participant's pension has commenced, the
Pre-Retirement Death Surviving Spouse Pension described in this Section 4.6
shall not apply with respect to the part of the Participant's pension that
commenced.

                  4.7 Optional Forms of Benefits. (a) Regular Options. Instead
of the pension to which a Participant is or may become entitled pursuant to
other Sections hereof, he may elect or be deemed to have elected (subject to the
provisions of this Section 4.7 and to such administrative rules as may be
adopted by his Employer or the Committee) any one of the optional forms of
benefits specified in the following three subparagraphs or the "Early Income
Option" and either the "Joint Pensioner Option" or the "Automatic Qualified
Joint and Survivor Annuity Benefit." Any such optional form of benefit shall
(except as otherwise provided in Section 4.7(a)(1) and Section 4.7(a)(3)(A)
below) be the Actuarial Equivalent of the pension otherwise payable for the
Participant. To the extent that ages are material to the determination of such
Actuarial Equivalent, the latest ages which shall be used are the age of the
Participant, and the age of his Joint Pensioner (if any), on the Participant's
Normal Retirement Date; provided, however, that this sentence shall not apply
with respect to a Participant who is credited with an Hour of Service on or
after June 1, 1988, unless the application of this sentence would result in a
larger amount of optional form of benefit based on the benefit accrued under
provisions of the Pre-2000 Restatement Plan as in effect on May 31, 1988.

                  (1) Early Income Option. A Participant having at least ten
Years of Vesting Service (at least five Years of Vesting Service in the case of
a person who shall have first become an Employee as a Delta Mill Employee prior
to November 1, 1985 or who shall have first become an Employee in any other
operation of the Company, other than at its Tucson plant, prior to July 1, 1984)
and who is eligible for an Early Retirement Pension or a Deferred Vested Pension
may elect, subject to the written consent of his Spouse filed with the
Committee, to receive a reduced pension beginning on the first day of any Month
designated by him which day is within the ten-year period prior to his Normal
Retirement Date and is subsequent to both his Qualifying Termination and the
filing with the Committee of his election of such option. The pension payable
under this early income option shall be an amount equal to his Early Retirement
Pension or Deferred Vested Pension reduced by, (A) in the case of Delta Mill
Employees, 6/10ths of one percent, and in the case of Employees other than Delta
Mill Employees, 5/9ths of one percent, for each Month between age 60 and 65 and
(B) in the case of Delta Mill Employees, 6/15ths of one percent, and in the case
of Employees other than Delta Mill Employees, 5/18ths of one percent, for each
Month between age 55 and age 60, for which the Participant receives an early
income pension under this Section 4.7(a)(1); provided, however, that the pension
payable under this early income option of a Participant who is entitled to the
special early commencement reduction provided for under Section 3.3A shall, in
lieu of such reduction, be reduced by 5/9ths of one percent for each Month up to
24 Months that the Participant's Pension Commencement Date precedes the first
day of the Month following the Month in which he would attain age 62 if he
survived until his 62nd birthday and by 5/18ths of one percent for each Month in
excess of 24 Months that the Participant's Pension Commencement Date precedes
the first day of the Month following the Month in which he would attain age 62
if he survived until his 62nd birthday.


                                     -B22-
<PAGE>

                  (2) Joint Pensioner Option. Except with respect to a
Disability Pension, a Participant may elect to receive a reduced pension payable
for him during his lifetime and on and after the date his pension hereunder is
to begin, and after his death, to have a pension payable during the surviving
lifetime of and for a natural person (for purposes of this Section 4.7 called
his "Joint Pensioner") designated by the Participant for such purposes at the
same reduced rate payable to the Participant or (if elected by the Participant)
at any percentage of the reduced rate payable to the Participant; provided,
however, that such percentage shall be no less than 50 percent and further
provided that the value at the date the pension is to begin of the monthly
benefit payable to the Participant (unless the Joint Pensioner is his Spouse)
shall be more than 50% of the aggregate value of the joint and survivor benefit.
Pension payments for the Joint Pensioner shall begin with the first day of the
Month after the Month in which the Participant dies, provided his death does not
void this option as provided in Section 4.7(c), and provided the Joint Pensioner
is living on such day, and the last monthly payment for her shall be payable on
the first day of the Month in which she dies. If a Participant's Joint Pensioner
dies before the Participant's Pension Commencement Date, the election shall be
of no effect and the Participant shall be treated the same as though he had not
elected an option pursuant to this Section 4.7(a)(2). If a Participant's Joint
Pensioner dies on or after the Participant's Pension Commencement Date and while
the Participant is living, the option elected shall continue in force and the
Participant's reduced pension will not be increased thereby.

                  (3) Automatic Qualified Joint and Survivor Annuity Benefit.
(A) A Participant who is eligible for a Normal Retirement Pension, an Early
Retirement Pension, or a Special Early Retirement Pension and who has a Spouse
shall be deemed to have automatically elected the Joint Pensioner Option
provided for in Section 4.7(a)(2) with such Spouse as his Joint Pensioner
(herein together with the benefit described in Section 4.7(a)(3)(B) below called
the "Automatic Qualified Joint and Survivor Annuity Benefit" which is a pension
payable during the surviving lifetime of his Spouse to whom the Participant was
married on his Pension Commencement Date at the rate of 50% of the reduced
pension payable during the joint lives of the Participant and his Spouse, unless
the context otherwise requires) unless he specifically rejects such option
during the election period provided for in Section 4.8. The Participant or his
Spouse must furnish evidence satisfactory to the Committee of his marriage to
his Spouse and of their dates of birth. The Automatic Qualified Joint and
Survivor Annuity Benefit, in cases of Participants other than Delta Mill
Employees, which first became payable on or after June 1, 1978, shall be a
reduced pension paid to the Participant during his lifetime equal to the amount
which would have been payable to him under a Joint Pensioner Option as provided
in Section 4.7(a)(2), with 50 percent of such amount being payable to his
surviving Spouse during her lifetime. The survivor benefit payable to the
surviving Spouse of such a Participant shall be a monthly benefit for the
further lifetime of such surviving Spouse equal to 50 percent of such a
Participant's reduced monthly pension as so determined. Notwithstanding the
foregoing, the Automatic Qualified Joint and Survivor Annuity Benefit payable
with respect to Delta Mill Employees and with respect to other Employees in
cases where the benefit was first payable prior to June 1, 1978, shall be a
pension paid to the Participant in an amount determined by multiplying the
monthly pension otherwise payable to him by 95 percent, provided that such
percentage shall be increased by one-half of one percent (1/2 percent) (up to a
maximum of 100 percent) for each 12 Months in excess of five years that the
Spouse's age is greater than the Participant's age and shall be decreased
one-half of one percent (1/2 percent) for each 12 Months


                                     -B23-
<PAGE>

in excess of five years that the Spouse's age is less than the Participant's
age. The survivor benefit payable to the surviving Spouse of a Participant
covered by the preceding sentence who is deemed to have made an election under
this Section 4.7(a)(3)(A), and who dies after such election becomes effective,
shall be a monthly benefit for the further lifetime of such surviving Spouse
equal to 55 percent of the amount of such Participant's monthly pension as so
determined.

            (B) A Participant who is eligible to receive a Deferred Vested
Pension and who has a Spouse shall be deemed to have automatically elected the
joint pensioner option provided for in Section 4.7(a)(2) with such Spouse as his
Joint Pensioner unless he specifically rejects such option during the election
period for this option provided for in Section 4.8. The Participant or his
Spouse must furnish evidence satisfactory to the Committee of his marriage to
his Spouse and of their dates of birth. The Automatic Qualified Joint and
Survivor Annuity Benefit payable to a Deferred Vested Pensioner shall be a
reduced pension as provided in Section 4.7(a)(2), with 50 percent of such amount
payable to his surviving Spouse during her lifetime. The survivor benefit
payable to the surviving Spouse of such a Participant shall be a monthly benefit
for the further lifetime of such surviving Spouse equal to 50% of such a
Participant's reduced monthly pension as so determined.

                  (b) Election of Options. This Section 4.7(b) shall not apply
to the Automatic Qualified Joint and Survivor Annuity Benefit. An election of an
option or options under this Section 4.7 may be made (and may be rescinded), and
the Participant's Joint Pensioner and the portion of the Participant's reduced
pension to be paid after his death to his Joint Pensioner may be designated (and
such designations may be changed), solely by an instrument (in form acceptable
to the Committee) signed by the Participant and filed with the Committee while
he is living and before his pension hereunder is to begin. Except to the extent
otherwise provided in this Section 4.7 or required by law, the consent of any
person other than the Participant to any rescission or change in an option or
the terms thereof or to a change in the Participant's Joint Pensioner shall not
be required.

                  (c) Other Terms of Options. The time for the commencement of
pension payments for the Participant shall not be affected by the election of a
joint pensioner option (which term for this purpose includes the Automatic
Qualified Joint and Survivor Annuity Benefit). If a Participant duly elects (or
is, pursuant to Section 4.7(a)(3), deemed to have elected) a joint pensioner
option under Section 4.7(a)(2), and dies before his Pension Commencement Date,
the election shall be of no effect and the Participant shall be treated the same
as though he had not elected such option. Instead of any other benefit that
would otherwise be payable for a Participant pursuant to any other Section of
this Schedule B, if a Participant duly elects (or is, pursuant to Section
4.7(a)(3), deemed to have elected) a joint pensioner option under Section
4.7(a)(2), and dies on or after his Pension Commencement Date, the election of
such option shall not be voided by his death and benefit payments shall be made
to his Beneficiary pursuant to the option elected as if the Participant's
pension hereunder had begun in the Month before the Month in which he died.

                  (d) Limitation on Options. Notwithstanding any other provision
of this Section 4.7, a Participant's election of an option provided for in or
permitted by this Section 4.7 shall not become effective unless the present
value of the payments expected to be made to him


                                     -B24-
<PAGE>

hereunder is more than 50 percent of the present value of the total of the
payments expected to be made hereunder to him and his Beneficiaries, but this
limitation shall not apply to the joint pensioner option provided for in Section
4.7(a)(2) if the Participant's Spouse is the Participant's Joint Pensioner. Such
present values shall be determined by the Actuary as of the date the
Participant's pension hereunder begins (or, if earlier, the date which is one
month before the Participant's death), using actuarial assumptions that are not
inconsistent with those that would be used in determining the amount of the
reduction in the Participant's pension hereunder if the option he elected or
attempted to elect had become effective.

                  (e) Any Committee rules with respect to optional forms of
benefits may be changed by the Committee from time to time, but they shall be
uniform in their application to all Participants who are similarly situated.

                  4.7A Small Lump Sum Option. If, following a Participant's
termination of employment with the Controlled Group, the lump sum amount that is
the Actuarial Equivalent of the Participant's vested accrued pension does not
exceed $10,000 (as adjusted annually commencing with the Plan Year beginning
June 1, 1986 by the percentage increase or decrease in the maximum annual
benefit guaranteed by the Pension Benefit Guaranty Corporation), such lump sum
amount may, subject to applicable law and regulations, with the written consent
of the Participant, and with the written consent of his Spouse, if any, meeting
the requirements of Section 4.8 below filed with the Committee, be paid to the
Participant in lieu of all other benefits, to the recipient before his pension
benefit would otherwise commence under the Plan. To the extent required by
regulations, the Participant will be provided with the option of receiving an
immediate single life annuity if unmarried or an immediate 50% Qualified Joint
and Survivor Annuity if married, which shall be computed by converting the lump
sum value otherwise payable under this Section 4.7A to an immediate single life
annuity for the Participant's life using the same actuarial assumptions as used
to determine the lump sum, and if applicable, by converting such single life
annuity to an immediate 50% Qualified Joint and Survivor Annuity using the basis
set forth in the first paragraph of Exhibit A.

                  4.8 Participant Elections. (a) The Committee in accordance
with applicable law and regulations shall deliver to each Participant, not less
than 30 days and not more than 90 days before his Pension Commencement Date, a
written explanation of:

                  (i) the terms and conditions of the forms of payment
      available, including the Automatic Qualified Joint and Survivor Annuity
      Benefit;

                  (ii) The Participant's right to make, and the effect of, an
      election to waive the Automatic Qualified Joint and Survivor Annuity
      Benefit;

                  (iii) the rights of the Participant's Spouse;

                  (iv) the right to make, and the effect of, a revocation of an
      election to waive the Automatic Qualified Joint and Survivor Annuity
      Benefit; and

                  (v) and all other matters that may be required by applicable
      law.


                                     -B25-
<PAGE>

                  (b) A Participant's election of a form of benefit payment,
including a waiver of the Automatic Qualified Joint and Survivor Annuity
Benefit, and any revocation of such waiver, may be made solely by an instrument
(in form acceptable to the Committee) signed by the Participant and filed with
the Committee during the 90-day period ending on his Pension Commencement Date.
Any election to waive the Automatic Qualified Joint and Survivor Annuity
Benefit, and to elect any other option and the designation of the Joint
Pensioner or other Beneficiary under such option (unless the Joint Pensioner or
Beneficiary designated is the Participant's Spouse), must be consented to by the
Participant's Spouse in writing, and such consent must be witnessed by a Plan
representative or notary public. Any such consent shall not be required if the
Participant establishes to the satisfaction of a plan representative that such
written consent may not be obtained because there is no Spouse or the Spouse
cannot be located.

                  4.9 Special Age 65 Benefit. A former Delta Mill Employee
receiving benefits pursuant to Section 3.2 or Section 3.3 or a surviving Spouse
of a Delta Mill Employee receiving a benefit pursuant to Sections 3.6, 4.7(a)(2)
or 4.7(a)(3) (other than the surviving Spouse of a former Delta Mill Employee
who received or was entitled to receive a Deferred Vested Pension pursuant to
Section 3.4) who is age 65 or over, shall be entitled to a monthly supplemental
retirement benefit of $5.30 in addition to the benefit payable under Section 3.2
or Section 3.3. Such supplemental benefit (1) shall be payable in the same
manner as a Normal Retirement Pension or Early Retirement Pension, and (2)
shall, together with any supplemental retirement benefit payable under Section
4.8 of the Pre-2000 Restatement Plan, be disregarded in computing the amount of
any benefit otherwise payable to a former Delta Mill Employee's surviving Spouse
pursuant to Sections 3.6, 4.7(a)(2) or 4.7(a)(3) or in determining the amount of
his reduced pension under any of the provisions of Section 4.7.

                  4.10 Death Benefit for Certain Employees Who Die Prior to Age
55. The death benefit provided in Section 3.9 shall be a monthly amount equal to
50 percent of the monthly benefit that would have been payable on a single life
annuity basis to the Participant, commencing at age 55 if he had retired at age
55 with Years of Benefit Service equal to his actual Years of Benefit Service
plus the Years of Benefit Service he would have earned up to age 55 if he had
been regularly scheduled to work at least 40 hours per week until age 55 and had
been actively employed as a Covered Employee between the date of his death and
the fifty-fifth anniversary of his birth and shall be payable to the surviving
Spouse until the earlier of her death, attainment of age 60 or remarriage.

                  4.11 Death Benefit for Certain Participants Who Commence
Disability Pension Prior to Age 55. The death benefit provided in Section 3.10
shall be a monthly amount equal to (a) the greater of 25 percent of the monthly
benefit that was paid to the Disability Pensioner just prior to his death or (b)
the benefit provided under Section 4.6(a)(2). If the benefit provided under
clause (a) of the immediately preceding sentence is greater than the benefit
provided under Section 4.6(a)(2), the surviving Spouse will receive such benefit
until such benefit is no longer greater than the benefit described under Section
4.6(a)(2) or the earlier of the surviving Spouse's death, attainment of age 60
or remarriage. Upon remarriage or attainment of age 60, the surviving Spouse
shall receive the benefit described under Section 4.6(a)(2) for his or her life.


                                     -B26-
<PAGE>

                  4.12 Increased Pre-Retirement Death Surviving Spouse Pension
for Certain Employees Who Die Prior to Age 65. In the event of the death of a
Covered Employee of the Company, other than a Delta Mill Employee and other than
a Covered Employee whose principal place of employment is at the Company's
Hampton Plant or at its Tucson Plant, who shall not have attained the age of 65,
who shall have at least 30 Years of Vesting Service at the time of his death,
and who shall leave a Spouse surviving him, notwithstanding the provisions of
Section 4.6 or other provisions of the Plan taken into account in determining
the amount of such benefit, the Pre-Retirement Death Surviving Spouse Pension
such Spouse is entitled to pursuant to Section 3.6 payable to such Spouse as
described in Section 4.6 shall be computed by applying no early commencement
reduction (as provided in Section 4.7(a)(1)) if the Participant had attained at
least age 61 and 11 months before his death, or would have (if he had survived)
attained age 62 on or before the date as of which such Pre-Retirement Death
Surviving Spouse Pension commences, and if the Participant had not attained at
least age 61 and 11 months before his death, or would have (if he had survived)
attained age 62 on or before the date as of which the Pre-Retirement Death
Surviving Spouse Pension to which his Spouse is entitled pursuant to Section 3.6
commences, the Pre-Retirement Death Surviving Spouse Pension such Spouse is
entitled to pursuant to Section 3.6 payable to such Spouse as described in
Section 4.6 shall, solely for purposes of applying the reduction for
commencement of such benefit prior to the date the Participant would have
attained age 65, be computed by applying no early commencement reduction (as
provided in Section 4.7(a)(1)) with respect to the period after the date on
which the Participant would have (if he had survived) attained age 62. For
purposes of this Section 4.11 only, the following shall apply: "Company's Tucson
Plant" means a Tucson plant of Brush Wellman Inc., Brush Ceramic Products Inc.,
or Zentrix Technologies Inc.; "Company's Hampton Plant" means the Hampton plant
of Brush Wellman Inc.; "Covered Employee of the Company" means a Covered
Employee of Brush Wellman Inc. or an Employer, but only with respect to periods
a business organization was an Employer and only with respect to an Employee of
the Employer who otherwise meets the requirements to be a Covered Employee
described in Section 1.1(5).

                  4.13 Newburyport Employees. Notwithstanding any other
provision of the Plan to the contrary, for all purposes under this Schedule B
except Section 1.1(5), employment at or service at the Company's Newburyport,
Massachusetts Ceramics Division shall be deemed employment at or service at the
Company's Tucson Plant, and all provisions of this Schedule B with respect to
employment at or service at the Company's Tucson Plant shall be construed and
applied accordingly. For purposes of this Section 4.12 only, the following shall
apply: "Company's Newburyport, Massachusetts Ceramics Division" means a
Newburyport, Massachusetts Ceramics Division of Brush Wellman Inc. or Zentrix
Technologies Inc.; and "Company's Tucson Plant" means a Tucson plant of Brush
Wellman Inc., Brush Ceramic Products Inc., or Zentrix Technologies Inc.


                                     -B27-
<PAGE>

ARTICLE V. - VARIOUS PROVISIONS CONCERNING PENSIONS

                  5.1 Application for Pensions. (a) A Participant eligible to
receive a pension under the Plan if he were to terminate his employment with the
Controlled Group and who wishes to terminate his said employment, and any
Pensioner who is eligible for but is not receiving a pension, shall obtain a
form of application for that purpose from his Employer or former Employer and
shall sign and file with the Administrative Committee his application on such
form, furnishing such information as the Administrative Committee may reasonably
require, including satisfactory proof of his Age and that of his Beneficiary (if
any) and any authority in writing that the Administrative Committee may request
authorizing it to obtain pertinent information, certificates, transcripts and/or
other records from any public office. An application for a Deferred Vested
Pension may not be filed more than 90 days before such pension is to begin.

                  (b) Except as otherwise provided in Article III or IV, (1) no
pension shall be payable hereunder for a Participant if he dies before any
benefit hereunder has been paid or distributed to him, and (2) a Pensioner's
pension hereunder shall not begin until he files an application for such pension
pursuant to Section 5.1(a), but if his application is filed pursuant to Section
5.1(a) after his Normal Retirement Date and before his death, full payment of
his pension under the Plan, retroactive to his Normal Retirement Date, shall be
made to or for him (without interest) within 60 days after such application is
filed. If an application for a pension is not filed by a Pensioner eligible
therefor within four years after his Normal Retirement Date, the Administrative
Committee shall mail (by certified or registered mail) to such pensioner at his
last known address a reminder that he is eligible for such pension and an
application therefor. If such application is not filed with the Committee in
accordance with the provisions of the Plan within 180 days after it is so mailed
to such Pensioner, his pension shall be forfeited; provided, however, that upon
the subsequent filing of an application for such pension by such Pensioner, such
pension shall be reinstated retroactive to his Normal Retirement Date (in
accordance with the provisions of the first sentence of this subsection (b) and
shall commence within 60 days after such application is filed.

                  5.1A Commencement and Duration of Pensions. (a) A Pensioner's
Normal Retirement Pension shall begin on the first of the Month after his
Retirement.

                  (b) A Pensioner's Early Retirement Pension, Special Early
Retirement Pension or Deferred Vested Pension shall begin on the first of the
Month after his Normal Retirement Date unless he elects, in accordance with
Section 4.7(a)(1), to have such pension begin earlier, in a reduced amount if
applicable.

                  (c) Except as otherwise provided in the Plan, after a
Pensioner's Normal Retirement, Early Retirement, Special Early Retirement or
Deferred Vested Pension has begun as provided in this Section 5.1A or in Section
4.7(a)(1), it shall, except as otherwise provided in the Plan, continue during
his remaining lifetime, the last monthly payment of such pension being payable
on the first of the Month in which he dies.

                  (d) A Pensioner's Disability Pension shall begin as of the
first of the Month after at least five consecutive Months shall have elapsed
since the date on which his


                                     -B28-
<PAGE>

                  Permanent Total Disability began, provided a written
application for a Disability Pension is received within six months after the
termination of the Participant's employment with the Controlled Group. Such
pension shall not be paid before the physician or clinic selected by the Company
shall have found (in the manner set forth in Section 3.5) and certified to the
Committee that such Pensioner is Permanently and Totally Disabled and that such
disability has existed continuously for a period of five consecutive Months or
more. After such pension begins it shall continue until the Pensioner dies but
shall stop forthwith if the Pensioner ceases to be Permanently and Totally
Disabled, if he reaches his Normal Retirement Date or he elects commencement of
an Early Retirement Pension for which he is eligible. A person who shall refuse
to submit to any medical examination required under this Schedule B shall not be
entitled to receive any Disability Pension for so long as he refuses to submit
to such examination. If a Pensioner's Disability Pension ceases for a reason
other than his death, he may elect any Normal Retirement, Early Retirement or
Deferred Vested Pension for which he also qualified on his Retirement. In
determining the amount of any such Early Retirement or Deferred Vested Pension,
no deductions or adjustments shall be made on account of the Disability Pension
payments received by him before such recovery.

                  5.2 Payment of Pensions. (a) Except as otherwise provided in
the Plan, the pension hereunder for each Pensioner or Beneficiary shall be paid
monthly on the first of each Month for which his or her pension is payable, but
no pension shall be payable for a Pensioner or Beneficiary unless he or she is
living on the date his or her pension is to begin. No interest shall be due on
any pension payment by reason of the fact that it is not paid on or before the
date it is payable.

                  (b) A Participant whose employment with the Controlled Group
has terminated at a time when the Participant has less than 5 Years of Vesting
Service shall be deemed to have received a distribution of his entire accrued
benefit under this Schedule B on the date his employment with the Controlled
Group terminates. Anything in the Plan to the contrary notwithstanding, if the
accrued benefit of a Participant who is reemployed by a Controlled Group Member
was deemed distributed as of the date his employment with the Controlled Group
terminated pursuant to this Section 5.2(b) or Section 10.2(3) (Coverage and
Participation), his Years of Benefit Service credited to him during such period
of employment shall be disregarded for the purpose of computing the amount of
any pension to which he may thereafter be entitled on account of his period of
employment with the Controlled Group occurring after such reemployment;
provided, however, that if such Participant is reemployed as a Covered Employee
not later than the occurrence of 5 consecutive 1-Year Breaks in Service after
the date his employment with the Controlled Group terminated, such Participant
shall be deemed to have repaid the full amount of his deemed distribution and
his Years of Benefit Service shall be recredited to him hereunder.

                  (c) If an Employee or former Employee is employed by a
Controlled Group Member on or after he has attained his Normal Retirement Date,
no pension payment under this Schedule B shall be made for him for any Month the
end of which occurs after he attains his Normal Retirement Date if (i) he is so
employed during such Month, (ii) he completes at least 40 Hours of Service
during such Month and (iii) he has been given such notice of suspension of
benefits as may be required by applicable law. For a person who is employed as


                                     -B29-
<PAGE>

an Employee after April 30, 2001, notwithstanding the foregoing provisions of
this Section 5.2(c), this Section 5.2(c) shall not apply upon reemployment of a
Participant, provision for which is made in Section 5.5.

                  (d) For a person who is employed as an Employee after April
30, 2001, the following shall apply: If a Participant who is reemployed by a
Controlled Group Member has received a lump sum payment of his Accrued Benefit
for any period of his employment with the Controlled Group prior to such
reemployment, his Years of Benefit Service credited to him during such period of
employment shall be recredited and considered in determining his regular pension
in accordance with Section 4.1(c). Anything in the Plan to the contrary
notwithstanding, if a Participant who is reemployed has received a lump sum
payment of his accrued benefit for any period of employment and receives Years
of Benefit Service upon reemployment for the period of employment for which he
received the lump sum payment, the regular pension of the Participant shall be
reduced (dollar for dollar) by the monthly amount of the Accrued Benefit with
respect to which the lump sum payment was made.

                  5.2A Deduction of Other Benefits. There shall be no
duplication as to any benefits attributable to contributions of an Employer
payable under this Schedule B with respect to any Participant and any pension or
similar benefit payable with respect to him under any other pension, annuity or
welfare plan (or any similar plan), including without limitation any predecessor
plan, maintained, or contributed to by any Employer, Controlled Group Member or
any predecessor thereof, the amount of which is based in whole or in part on the
same period of his employment with any Employer, any Controlled Group Member or
any predecessor thereof or under any other benefit program (other than Social
Security) payable with respect to him under any federal or state law the cost of
which is borne directly or indirectly (through employer contributions, premiums,
taxes or otherwise) by a Controlled Group Member including (but not limited to)
workers' compensation and weekly indemnity insurance; and any such benefits
shall be deducted from benefits otherwise payable with respect to him under this
Schedule B (as determined by the Committee) to prevent any such duplication
except to the extent that benefits payable with respect to him under such other
plan or under such law are appropriately reduced or are stated or clearly
intended to be in addition to benefits under this Schedule B or deducted from
benefits payable under any other plan of any other Employer or other Controlled
Group Member or predecessor thereof, provided, however, that no deduction shall
be made in respect of unemployment compensation from the benefit of any
Pensioner who shall have been employed by a Controlled Group Member on or after
June 1, 1985. Except as otherwise provided in Section 5.1A(d), no pension or
other benefit shall be paid for any Participant under more than one section of
this Schedule B for the same period of time, based on the same period of
employment. For purposes of this Section 5.2A, each Schedule shall be deemed to
be a "plan."

                  If the benefits so deductible are stated as a specified amount
per week for a designated calendar period, then the monthly amount of such
benefits shall, for the purposes of this Section, be deemed to be 4-1/3 times
such weekly amount.

                  Any lump sum payment which is in lieu of a definite, known
amount of periodic payments of any such deductible benefits shall be deducted in
the manner that would be applicable if such benefit had been paid at such
periodic intervals, but the aggregate of the amount so deducted for such lump
sum payment shall not exceed the amount of such lump sum


                                     -B30-
<PAGE>

payment. The deduction of any other lump sum payment of such deductible benefits
shall be prorated on a monthly basis from the date of payment thereof, after
taking into account any other benefits otherwise payable to such Participant.

                  If a Participant receives a pension under the Plan during any
period for which he later shall receive deductible benefits of the type referred
to in this Section 5.2A, the amount of such previous pension payments shall be
reimbursed to the Trust Fund upon payment of such deductible benefits applicable
to such past period, but not in an amount exceeding the amount of such benefits
which would have been deductible under this Section 5.2A if they had been paid
at the beginning of, or periodically during, the period for which they were
paid.

                  5.3 Transfers To and From Plan Coverage. (a) Upon the transfer
of a Covered Employee to other employment with the Controlled Group (or upon an
amendment to the Plan) which results in the Employee ceasing to be a Covered
Employee, his Years of Benefit Service shall be frozen as of the date of such
transfer or such amendment and, subject to the provisions of Section 5.2A, if at
the time his employment with the Controlled Group is terminated he satisfies the
eligibility requirements for any pension under the terms of this Schedule B then
in effect, such Employee (or his Beneficiary, if applicable) shall be entitled
to receive such pension under this Schedule B, based upon his frozen Years of
Benefit Service under this Schedule B and calculated and payable in accordance
with the provisions of this Schedule B in effect on the date his employment so
terminates; provided, however, that no pension shall be paid under this Schedule
B for any Employee who, on or before June 1, 1981, ceased to be a Covered
Employee (and did not thereafter become a Covered Employee) and became a
participant under the Brush Wellman Inc. Pension Plan for Exempt Salaried
Employees (which, as subsequently amended from time to time prior to June 1,
2000, is hereinafter in this Section referred to as the "Salaried Plan"), who on
the date his employment with the Controlled Group is terminated was eligible for
a pension under the Salaried Plan or is eligible for a pension under Schedule A,
and whose pension under the Salaried Plan or Schedule A commences (or is paid in
a lump sum) on or after June 1, 1982; and provided further that no pension shall
be paid under this Schedule B to any former Employee (or his Beneficiary) who,
on May 31, 1982, was receiving a pension under the Pre-2000 Restatement Plan and
under the Salaried Plan.

                  (b) Upon the transfer of an Employee, who ceased to be a
Covered Employee and became a Participant under the Salaried Plan on or before
June 1, 1981, from other employment with the Controlled Group (or upon an
amendment to the Plan) which results in the Employee becoming a Covered
Employee, such Employee's period of employment as a Covered Employee prior to
June 1, 1981 shall not be counted as Years of Benefit Service under this
Schedule B.

                  5.4 Reemployment of Pensioners. (a) For a person who is not
employed as an Employee after April 30, 2001, the following shall apply:

            If a Pensioner is reemployed by a Controlled Group Member before his
      Normal Retirement Date and is receiving compensation for work currently
      being performed, (1) pension payments to him, if any, shall not be paid
      for any month on the first day of which he is an Employee and during which
      he completes 40 Hours of Service, provided that, no


                                     -B31-
<PAGE>

      pension payment shall not be paid pursuant to this Section 5.4(a) unless
      he has been given such notice of such suspension, if any, as may be
      required by applicable law, (2) he shall be recredited for the Years of
      Benefit Service and the Years of Vesting Service he had at the time of the
      termination of his employment with the Controlled Group which made him
      eligible to receive a pension under the Pre-2000 Restatement Plan or this
      Schedule B (hereinafter in this Section 5.4(a) referred to as "original
      termination of employment"), and (3) upon subsequent termination of his
      employment, he shall be entitled to a pension in accordance with Section
      4.1(c) if he then meets the requirements for a pension under this Schedule
      B; provided, however, that (A) the pension payable upon his subsequent
      termination of employment with respect to his period of employment with
      the Controlled Group prior to his original termination of employment shall
      not be less than it would have been if he had not been so reemployed, (B)
      in the case of a Pensioner who has completed two or more periods of
      employment with the Controlled Group, his benefits shall be calculated
      separately for each such period based on the benefit rate effective with
      respect to him under the provisions of the Pre-2000 Restatement Plan or
      this Schedule B, as applicable, as of his last day of employment during
      each such period, and (C) if his pension, other than a Disability Pension,
      commenced before such reemployment, there shall be deducted from the
      amount of his new monthly pension during the period it is paid to him the
      quotient obtained by dividing the total amount of pension payments
      previously paid to or for the Participant from the Trust Fund by the
      number of months of his remaining life expectancy (as of the date his
      pension again commences after his subsequent termination of employment) as
      determined in accordance with the mortality table set forth in Exhibit A.

                  (b) For a person who is employed as an Employee after April
30, 2001, the following shall apply:

                        (1) If a Participant is reemployed by a Controlled Group
      Member, no pension payments under this Schedule B shall be made for any
      Month beginning with the Month during which the Participant is credited
      with a "Year of Reemployment Service" if (i) on the first day of the Month
      he is an Employee (ii) he completes at least 40 Hours of Service during
      such Month and (iii) if his Normal Retirement Date has occurred, he has
      been given such notice of suspension of benefits, if any, as may be
      required by applicable law.

                        For purposes of this Section 5.4(b)(1), a Participant
      shall be credited with a "Year of Reemployment Service" on any anniversary
      of his Reemployment Commencement Date if he is credited with 1000 Hours of
      Service during the 12-month period beginning on the immediately preceding
      anniversary date.

                        (2) Without limitation of Section 5.4(b)(1): Any
      additional amount of pension earned by a Participant who is reemployed by
      a Controlled Group Member after the Participant's reemployment shall be
      paid only after the Participant's subsequent termination of employment
      from the Controlled Group, except that if the Participant's Normal
      Retirement Date has occurred any such additional amount of pension shall,
      subject to all other requirements of the Plan applicable to the
      commencement, duration and form of pension payments, be payable for any
      Month, the


                                     -B32-
<PAGE>

      end of which occurs after he attains his Normal Retirement Date, unless
      (A) he is so employed during such Month, (B) he completes at least 40
      Hours of Service during such Month and (C) he has been given such notice
      of suspension of benefits, if any, as may be required by applicable law.
      Upon the subsequent termination of employment from the Controlled Group by
      a reemployed Participant, he shall be entitled to a pension in accordance
      with Section 4.1(c) if he then meets the requirements for a pension under
      this Schedule B; provided, however, that if a Participant whose pension
      payments have not been paid in accordance with the provisions of Section
      5.4(b)(1) becomes entitled to have his pension resume, the pension
      previously commenced and then ceased shall resume in the same amount and
      form in effect prior to the cessation and (a) if the prior pension
      commencement occurred prior to the Participant's Normal Retirement Date,
      any additional amount of pension payments earned by the Participant during
      the period of reemployment shall be governed by the generally applicable
      provisions of the Plan as if the Participant had then first terminated
      employment, and (b) if the prior pension commenced after the Participant's
      Normal Retirement Date, any additional amount of pension payments earned
      by the Participant during the period of reemployment shall be paid in the
      same form as the payments that were previously commenced.


                                     -B33-
<PAGE>

                                    EXHIBIT A
                                       TO
                                   SCHEDULE B

                                       OF

                  BRUSH ENGINEERED MATERIALS INC. PENSION PLAN
                           (June 1, 2000 Restatement)

                  For other than a benefit payable in a lump sum or deemed to be
payable in a lump sum: a benefit of equivalent actuarial value to the monthly
benefit payable in the single life only form commencing as of the same time as
the benefit for which equivalent actuarial value is being determined, when
computed on the basis of the actuarial factors and assumptions based upon the
Projected Annuity Mortality Table (a table prepared by The Wyatt Company from
the unadjusted mortality rates used in constructing the published GA-1951
Mortality Table for males projected 14 years by Scale C and set back five years
for females) at 5 1/2% interest adjusted to a unisex basis for a participant
population deemed to be 80% male and 20% female; provided, however, that with
respect only to benefits commencing after January 1, 1999, equivalent actuarial
value for purposes of the joint and survivor reductions provided for in Section
4.7(a)(2) and Section 4.7A shall be computed on the basis of the 1983 Group
Annuity Mortality Table at 7% interest adjusted to a unisex basis for an 80%
male and 20% female participant population and a complimentary 20% male and 80%
female contingent annuitant population, and provided that the application of
this proviso shall not result in a benefit payable that is less than the amount
payable without regard to this proviso with respect to the benefit accrued prior
to January 1, 1999.

                  For a benefit payable in a lump sum or deemed to be payable in
a lump sum: a benefit of equivalent actuarial value (1) to the monthly benefit
payable in the single life only form commencing as of the first day of the
calendar month following the Participant's Normal Retirement Date (or if the
first day of the month following the Participant's Normal Retirement Date has
already occurred, the first day of the calendar month on which the pension would
commence as a monthly benefit in the absence of the lump sum payment), or (2) if
the Participant has attained the age and met the service requirements for
immediate commencement of a monthly benefit, other than a monthly benefit
payable because of the provisions of Section 4.7A, to the monthly benefit
payable in the normal (single life only) form commencing as of the same time as
the benefit for which equivalent actuarial value is being determined, if the
application of this clause (2) produces a larger lump sum payment than the
application of clause (1); in either case, when computed on the basis of the
"applicable mortality table" and "applicable interest rate" where the
"applicable mortality table" for this purpose means the table prescribed from
time to time by the Secretary of Treasury pursuant to Section 417(e)(3) of the
Internal Revenue Code as in effect on the date of distribution and the
"applicable interest rate" for this purpose means the annual rate of interest
for purposes of Section 417(e)(3) of the Internal Revenue Code using the Plan
Year as the stability period and the second calendar month preceding the first
day of the Plan Year as the lookback month in accordance with Treasury
Regulation Section 1.417(e) - 1(d)(4).


                                     -B34-
<PAGE>

                                   SCHEDULE BI

                 COVERED PLANTS, LOCATIONS, OPERATING UNITS AND
                          CLASSIFICATIONS OF EMPLOYEES

                  This Schedule BI lists all covered plants, locations,
operating units, and classifications of employees (to which coverage under this
Schedule has been extended), and the later of the effective date of this
Schedule BI or the effective date of coverage.

<TABLE>
<CAPTION>
         Plant, Location, Operating Unit,                      Later of the Effective Date of this Schedule BI or
          or Classification of Employees                                      the Date of Coverage
         --------------------------------                      --------------------------------------------------
<S>                                                            <C>
All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Tucson, Arizona

All Brush Ceramic Products Inc. plants and                                       January 1, 2001
locations in Tucson, Arizona

All Zentrix Technologies Inc. plants and locations                               January 1, 2001
in Tucson, Arizona

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Delta, Utah

All Brush Resources Inc. plants and locations in                                 January 1, 2001
Delta, Utah

All Brush Wellman Inc. mining facilities in Juab                                November 1, 1996
County, Utah

All Brush Resources Inc. mining facilities in Juab                               January 1, 2001
County, Utah

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Cleveland, Ohio

All BEM Services, Inc. locations                                                 January 1, 2001

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Elmore, Ohio

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Shoemakersville, Pennsylvania
</TABLE>


                                     -B35-
<PAGE>

<TABLE>
<CAPTION>
         Plant, Location, Operating Unit,                      Later of the Effective Date of this Schedule BI or
          or Classification of Employees                                      the Date of Coverage
         --------------------------------                      --------------------------------------------------
<S>                                                            <C>
All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Fremont, California

All Brush Wellman Inc. warehouses in Fairfield,                                 November 1, 1996
New Jersey

All Brush Wellman Inc. warehouses in Warren,                                    November 1, 1996
Michigan

All Brush Wellman Inc. warehouses in Elmhurst,                                  November 1, 1996
Illinois

All Brush Wellman Inc. warehouses in Torrance,                                  November 1, 1996
California

All Brush Wellman Inc. plants and locations in                                  November 1, 1996
Newburyport, Massachusetts

All Zentrix Technologies Inc. plants and locations                               January 1, 2001
in Newburyport, Massachusetts

The Brush Wellman Inc. facility located at 7375                                  January 1, 2002
Industrial Parkway, Lorain, Ohio

All field sales employees of Brush Wellman Inc.                                 November 1, 1996
assigned to any of the foregoing plants,
locations, or warehouses

All field sales employees assigned to any of the                                 January 1, 2001
foregoing plants, locations, or warehouses

All field sales employees assigned to any of the                                 January 1, 2002
foregoing plants, locations, warehouses, or
facility.
</TABLE>


                                     -B36-
<PAGE>

                                   SCHEDULE C

           SALARIED AND HOURLY EMPLOYEES OF TECHNICAL MATERIALS, INC.

ARTICLE I. - SPECIAL DEFINITIONS

                  1.1 Definitions. The following terms when used in this
Schedule C with initial capital letters shall have the following respective
meanings unless the context clearly indicates otherwise:

                  (1) Accrued Benefit: An amount, determined as of any specified
date on or before Normal Retirement Date that is equal to the normal retirement
benefit as determined under Section 3.2, calculated on the basis of the
Participant's Final Average Monthly Pay as of the specified date, as if such
date were his Qualifying Employment Severance Date, and multiplied by a
fraction, the numerator of which is the number of his years of Benefit Service
accumulated to such date and the denominator of which is the number of years of
Benefit Service that he would have if he continued in the employment of the
Employer until his Normal Retirement Date.

                  (2) Actuarial Equivalent: A benefit that has a value equal to
the benefit or benefits otherwise payable, as determined pursuant to the
provisions of Article VI.

                  (3) Age: A person's "Age" at any time shall be his age on the
then most recent anniversary of his date of birth.

                  (4) Beneficiary: A Participant's Death Beneficiary, his Spouse
or any other person (other than such Participant) who is or becomes entitled
under this Schedule C, or under an option or options permitted by the terms of
this Schedule C, to receive any part or all of a pension or other benefit
payable with respect to such Participant.

                  (4A) Controlled Group: "Controlled Group" and "Controlled
Group Member" shall have the respective definitions ascribed to such terms set
forth in Section 1.1(7) of Article I - (Definitions and Interpretation), except
that the Employer shall be substituted for the Company for purposes of such
definitions with respect to periods prior to June 1, 2000.

                  (5) Covered Employee: An Hourly Covered Employee or a Salaried
Covered Employee, but excluding any leased employee as such term is defined in
Section 6.20 (Provision Pursuant to Internal Revenue Code Section 414(n)), and
any person who is not treated by the Employer as an employee for purposes of
Section 3401 of the Internal Revenue Code (without regard to any determination
other than by the Employer that such person is or is not an employee for
purposes of Section 3401 of the Internal Revenue Code and without regard to any
retroactive treatment by the Employer of such person as an employee for purposes
of Section 3401 of the Internal Revenue Code).


                                      -C1-
<PAGE>

                  (A) Hourly Covered Employee: An Employee of an Employer who is
      employed on an hourly-rate basis (as distinguished from a salaried basis)
      but excluding any such Employee within a collective bargaining unit
      covered by a collective bargaining agreement with any Employer pursuant to
      which the Employer is required to make contributions to another pension,
      retirement profit sharing, annuity or similar retirement plan or
      arrangement for employees in such unit unless the collective bargaining
      representative for Employees in such unit and the Employer agree that this
      exclusion shall not apply to employees in such unit.

                  (B) Salaried Covered Employee: An Employee of an Employer who
      receives his regular compensation on a salary basis or on a salary and
      commission basis but excluding any such Employee within a collective
      bargaining unit covered by a collective bargaining agreement with any
      Employer pursuant to which the Employer is required to make contributions
      under another Schedule or to another pension, retirement profit sharing,
      annuity or similar retirement plan or arrangement for employees in such
      unit unless the collective bargaining representative for Employees in such
      unit and the Employer agree that this exclusion shall not apply to
      employees in such unit.

                  (6) Death Beneficiary: (a) A Participant's Death Beneficiary
shall be his Spouse if such Spouse survives him, and if such Spouse's death
occurs after the Participant's death, the Participant's Death Beneficiary shall
be such Spouse's estate.

                  (b) If a Participant has no Spouse at the time of his death or
his Spouse consents (in the manner hereinafter described in this paragraph (b))
to the designation hereinafter provided for in this paragraph (b), his Death
Beneficiary shall be such person or persons (other than, or in addition to, his
Spouse in the case of a married Participant) as may be designated by a
Participant as his death beneficiary or contingent death beneficiary under the
Plan. Such a designation may be made, revoked or changed only by an instrument
(in a form acceptable to the Committee) which is signed by the Participant,
which, if he has a Spouse, includes his Spouse's written consent to the action
to be taken pursuant to such instrument (unless such action results in the
Spouse being named as the Participant's sole Death Beneficiary), and which is
filed with the Committee before the Participant's death. A Spouse's written
consent required by this paragraph (b) shall be signed by the Spouse, shall
acknowledge the effect of such consent, shall be witnessed by any person
designated by the Committee as a Plan representative or by a notary public and
shall be effective only with respect to such Spouse. A person designated by a
Participant as a Death Beneficiary who ceases to exist shall not be entitled to
any payment thereafter to be made to the Participant's Death Beneficiary;
provided, however, that if a Participant's designation includes his Spouse, such
Spouse's death occurs after the Participant's death and such designation does
not provide that payments otherwise to be made to the Spouse shall be made to
some other person or persons after such Spouse's death, such payments shall be
made to the Spouse's estate. At any time when all the persons designated by the
Participant as his Death Beneficiary have ceased to exist, his Death Beneficiary
shall be his Spouse or, if he


                                      -C2-
<PAGE>

does not then have a Spouse (and his Spouse's estate is not entitled to payments
pursuant to the provisions of the immediately preceding sentence), such relative
or relatives of the Participant (by blood, marriage or adoption) and in such
proportions as the Committee may select, or, in the discretion of the Committee,
the Participant's estate.

                  (c) If a Participant has no Spouse and he has not made an
effective Death Beneficiary designation pursuant to paragraph (b) above, his
Death Beneficiary shall be determined by the Committee as provided in the last
sentence of such paragraph (b).

                  (7) Earnings: (A) For an Hourly Covered Employee, "Earnings"
shall mean all nondeferred compensation (before withholdings and deductions for
taxes or other purposes) paid in cash or by check by a Controlled Group Member
to an Hourly Covered Employee except for (i) payment of, or reimbursement for,
expenses or losses incurred or to be incurred by an Hourly Covered Employee, and
(ii) all other payments which represent a fringe or supplemental benefit with
respect to such an Hourly Covered Employee.

                  (B) For a Salaried Covered Employee, "Earnings" shall mean the
regular base salary or base wages, overtime, incentive compensation paid
pursuant to any incentive compensation plan (or any similar plan) of any
Controlled Group Member, as from time to time in effect, and commissions paid or
to be paid by a Controlled Group Member to a Salaried Covered Employee but
exclusive of all other forms of compensation. Notwithstanding the foregoing, an
amount that is includible in a Salaried Covered Employee's gross income for
Federal income tax purposes as a result of performance restricted shares granted
to the Salaried Covered Employee under the Brush Wellman Inc. 1995 Stock
Incentive Plan, as amended or the Brush Engineered Materials Inc. 1995 Stock
Incentive Plan, as amended (the "1995 Stock Plan") being not, or no longer
being, subject to a substantial risk of forfeiture or restriction on transfer
under the 1995 Stock Plan, as a result of a payment under the 1995 Stock Plan by
a Controlled Group Member to the Salaried Covered Employee in respect of
performance shares granted to the Salaried Covered Employee under the 1995 Stock
Plan, or as a result of payment under the 1995 Stock Plan by a Controlled Group
Member to the Salaried Covered Employee in respect of performance units granted
to the Salaried Covered Employee under the 1995 Stock Plan, except for any such
amount in respect of dividends or other distributions or dividend equivalents or
equivalents to other distributions with respect to such performance restricted
shares, performance shares, or performance units, shall be considered Earnings
at the time that such amount is includible in the Salaried Covered Employee's
gross income for Federal income tax purposes; provided, however, that in
determining the amount of any such Earnings and the time at which any such
amount is Earnings any election pursuant to Section 83(b) of the Internal
Revenue Code shall be disregarded.

                  (C) Earnings shall not be affected by any compensation
reduction elections of an Hourly Covered Employee or a Salaried Covered Employee
under Internal Revenue Code Section 125 or 401(k).

                  (8) Employer: Technical Materials, Inc.


                                      -C3-
<PAGE>

                  (8A) Employment Commencement Date: The date on which an
Employee first performs an Hour of Service for a Controlled Group Member.

                  (9) Employment Severance and Employment Severance Date: An
Employment Severance occurs on the earlier of (A) the date on which an
Employee's employment with the Controlled Group is terminated because of death,
resignation, Retirement or discharge or (B) (i) with respect to an Hourly
Covered Employee, the first anniversary of the first day of a period in which
the Hourly Covered Employee remains absent from employment (with or without pay)
with the Controlled Group for any reason other than death, resignation,
Retirement or discharge, or (ii) with respect to a Salaried Covered Employee,
the later of (a) the first anniversary of the first day of a period in which the
Salaried Covered Employee remains absent from employment (with or without pay)
with the Controlled Group for any reason other than death, resignation,
Retirement or discharge, or (b) the date on which the Salaried Covered
Employee's disability benefit payable under any Long-Term Disability Benefit
Contract applicable to him ceases; and the date on which an Employee's
Employment Severance occurs shall be referred to as his Employment Severance
Date.

                  (10) Final Average Monthly Pay: The amount determined by
ascertaining the amount of an Employee's Earnings during each of the five
highest consecutive calendar years (or, if he has been employed for a lesser
number of consecutive calendar years, such lesser number of consecutive calendar
years) ending not later than the end of the calendar year in which occurs the
earliest of (A) his Qualifying Employment Severance Date, or (B) the effective
date of the termination of the Plan with respect to him, and by dividing 60 into
the total amount of his Earnings during such five consecutive calendar years;
provided, however, that (i) if an Employee has less than five consecutive
calendar years of employment with the Controlled Group upon the occurrence of
such event, the average shall be taken over his total period of employment and
(ii) if an Employee does not have any Earnings during a calendar year, such year
shall be ignored for all purposes of this definition.

                  (11) Hour of Service: Hours of Service shall be credited in
accordance with the following rules:

                  (A) An Employee shall be credited with one Hour of Service for
      each hour for which he is paid, or entitled to payment, by one or more
      Controlled Group Members for the performance of duties as an Employee.

                  (B)(i) An Employee shall be credited with one Hour of Service
      (on the basis set forth in subparagraph (iv) below) for each hour for
      which he is paid, or entitled to payment, by one or more Controlled Group
      Members 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), lay-off, jury duty, military duty or leave of absence.


                                      -C4-
<PAGE>

                  (ii) Notwithstanding the foregoing provisions of this
      paragraph (B),

                  (a) no more than 501 Hours of Service shall be credited under
            this paragraph (B) to an Employee on account of any single
            continuous period during which he performs no duties (whether or not
            such period occurs in a single Plan Year);

                  (b) an hour for which an Employee is directly or indirectly
            paid, or entitled to payment, on account of a period during which no
            duties are performed shall not be credited to the Employee if such
            payment is made or due under a plan maintained solely for the
            purpose of complying with applicable worker's compensation or
            unemployment compensation or disability insurance laws; and

                  (c) Hours of Service shall not be credited for a payment which
            solely reimburses an Employee for medical or medically related
            expenses incurred by the Employee.

                  (iii) For purposes of this paragraph (B), a payment shall be
      deemed to be made by or due from a Controlled Group Member regardless of
      whether such payment is made by or due from such Controlled Group Member
      directly, or indirectly through, among others, a trust fund, or insurer,
      to which such Controlled Group Member contributes or pays premiums and
      regardless of whether contributions made or due to the trust fund, insurer
      or other entity are for the benefit of particular Employees or are on
      behalf of a group of Employees in the aggregate.

                  (iv) For purposes of this paragraph (B), an Employee shall be
      credited with Hours of Service on the basis of his regularly scheduled
      working hours per week (or per day if he is paid on a daily basis) or, in
      the case of an Employee without a regular work schedule, on the basis of
      40 Hours of Service per week (or 8 Hours of Service per day if he is paid
      on a daily basis) for each week (or day) during such period of time during
      which no duties are performed. Notwithstanding the foregoing provisions of
      this subparagraph (iv), an Employee shall not be credited with a greater
      number of Hours of Service for a period during which no duties are
      performed than (a) the number of hours for which he is regularly scheduled
      for the performance of duties during such period or (b) in the case of an
      Employee without a regular work schedule, 40 Hours of Service per week (or
      8 Hours of Service per day if he is paid on a daily basis).

                  (C) An Employee shall be credited with one Hour of Service for
      each hour for which back pay, irrespective of mitigation of damages, has
      been either awarded or agreed to by one or more Controlled Group Members,
      provided, however, that (i) an hour shall not be credited under both
      paragraph (A) or (B), as


                                      -C5-
<PAGE>

      the case may be, and this paragraph (C), and (ii) Hours of Service
      credited under this paragraph (C) with respect to periods described in
      paragraph (B) shall be subject to the limitations and provisions set forth
      in said paragraph (B).

                  (D) Hours of Service shall be determined from records
      maintained by Controlled Group Members of hours for which payment is made
      or due, except that with respect to each Employee whose compensation is
      not determined on the basis of certain amounts for each hour worked during
      a given period and for whom hours of work are not required to be counted
      and recorded by any federal law (other than ERISA), he shall be credited
      with 45 Hours of Service for each week, or 10 Hours of Service for each
      day if he is paid on a daily basis, in which he is credited with an Hour
      of Service under paragraphs (A) or (B) of this subsection (11).

                  (E) No hour shall be counted more than once or be counted as
      more than one Hour of Service even though the Employee may receive more
      than straight-time pay for it.

                  (F) Hours of Service shall be credited to eligibility
      computation periods and Plan Years in accordance with the provisions of 29
      C.F.R. Section 2530.200b-2(c), which provisions are hereby incorporated
      herein by reference.

                  (G) Anything in the Plan to the contrary notwithstanding, an
      Employee shall be credited with such Hours of Service not otherwise
      credited to him under the Plan as may be required by applicable law.

                  (12) Long-Term Disability Benefit Contract: Any contract or
other arrangement entered into between an Employer and any commercial insurance
carrier or any formalized plan or program of an Employer which is communicated
in writing to the participants, the costs of which are borne in whole or in part
by such Employer and which provides for long-term disability benefits for
participants, on a uniform and nondiscriminatory basis, after termination of any
said participant's active employment with every Employer because of bodily or
mental injury or disease, as defined from time to time in such contract,
arrangement, plan or program, and subject to the other provisions and conditions
contained therein.

                  (13) Normal Retirement Date: The later of the date on which a
person attains Age 65 or the fifth anniversary of the date he first commenced
participation in the Plan.

                  (14) Pension Commencement Date: The date as of which a
Participant's or Beneficiary's pension under this Schedule C, other than the
disability retirement pension described in Section 3.6 or the disability benefit
described in Section 3.7(3), commences or is to commence under the applicable
terms of this Schedule C, irrespective of whether it has in fact commenced.


                                      -C6-
<PAGE>

                  (15) Pensioner: A former Employee whose Qualifying Employment
Severance has occurred and who is eligible for or is receiving a pension under
this Schedule C, even though such pension may not have commenced or will not
commence until after the proper filing of an application and the arrival of the
time at which such pension becomes payable.

                  (16) Pre-1985 Plan: The Technical Materials, Inc. Pension Plan
as in effect prior to June 1, 1985.

                  (17) Plan Year: For purposes of this Schedule C only, the Plan
Year for periods prior to June 1, 1984 shall be the calendar year, except that
the final Plan Year ending before June 1, 1985 shall be the period beginning
January 1, 1984 and ending May 31, 1984.

                  (17A) Qualifying Employment Severance and Qualifying
Employment Severance Date: A Qualifying Employment Severance occurs on the
Retirement of a Participant, a Participant's Employment Severance that makes him
eligible for a deferred vested pension, or the death of a Participant if as a
result of his death a benefit is payable under the Plan for a Beneficiary of
his; and the date on which a Participant's Qualifying Employment Severance
occurs shall be referred to as his Qualifying Employment Severance Date.

                  (18) Reemployment Commencement Date: The date following an
Employee's Employment Severance Date on which he again performs an Hour of
Service for a Controlled Group Member.

                  (19) Retirement: A Participant's Employment Severance which
makes him eligible for a normal, late, early or disability retirement pension
under this Schedule C.

                  (20) Service and Years of Service:

                  (A) General Rule. An Employee shall be credited with Vesting
Service and Benefit Service pursuant to the provisions of this subsection (20)
or, with respect to the period prior to June 1, 1985, Vesting Service and
Benefit Service shall be equal to an Employee's "Year(s) of Service" credited to
him in accordance with the provisions of the Pre-1985 Plan as in effect from
time to time before such date if such provisions result in a greater period of
Vesting or Benefit Service for the Employee.

                  (B) Vesting Service. An Employee's Vesting Service, which
shall be used to determine his (or his Beneficiary's) eligibility for (as
distinguished from the amount of) a benefit under this Schedule C, shall equal
the total of his periods of employment with the Controlled Group beginning with
his Employment Commencement Date or his Reemployment Commencement Date if
applicable, and ending on his next following Employment Severance Date, except
that if an Employee whose Employment Severance occurs by reason of his
resignation, Retirement or discharge performs an Hour of Service for a
Controlled Group Member during the 12 consecutive month period (or the 24
consecutive month period if such termination resulted from a reduction in force)
beginning on his Employment Severance Date, the period beginning on such
Employment Severance Date and ending on the date on which he


                                      -C7-
<PAGE>

performs such Hour of Service shall be deemed to be employment with the
Controlled Group; provided, however, that if such Employee's Employment
Severance occurs by reason of his resignation, Retirement or discharge during a
period of absence referred to in Section 1.1(9)(B)(i), the period beginning on
his Employment Severance Date and ending on the date on which he performs such
Hour of Service shall not be deemed to be employment with the Controlled Group
unless such Hour of Service is performed within 12 months of the date on which
such period of absence commenced. Notwithstanding the preceding sentence, in the
case of an Employee who, on or after June 1, 1985, became a Covered Employee
under and by reason of an amendment to the Pre-2000 Restatement Plan, or becomes
a Covered Employee by reason of an amendment to this Schedule C, or by reason of
a transfer from other employment with the Controlled Group and whose service
before so becoming a Covered Employee under any other Schedule or pension or
annuity plan (or any similar plan) maintained or contributed to by a Controlled
Group Member was determined on the basis of computation periods, such Employee
shall be credited with Vesting Service consisting of:

                  (i) a number of years equal to the number of years of service
      credited to the Employee for vesting purposes before the computation
      period during which the transfer occurs, and

                  (ii) the greater of (a) the Vesting Service that would be
      credited to the Employee under this subsection (20) during the entire
      computation period in which the transfer occurs or (b) the service for
      vesting purposes taken into account under the computation periods method
      as of the date of the transfer; and

in addition, the Employee shall be credited with Vesting Service for his period
of employment with the Controlled Group subsequent to the transfer commencing on
the day after the last day of the computation period in which the transfer
occurs. Notwithstanding the foregoing provisions of this subsection (20), an
Employee shall not be credited with Vesting Service for any period after the
termination of the Plan as to him.

                  (C) Benefit Service. An Employee's Benefit Service, which
shall be used to determine the amount of (as distinguished from his eligibility
for) any benefit, shall mean his periods of employment with the Controlled Group
(i) during which he is a Covered Employee (or is deemed to be a Covered Employee
pursuant to Section 3.7) and (ii) which occur between his Employment
Commencement Date or his Reemployment Commencement Date, if applicable, and his
next following Employment Severance Date.

                  (D) Years of Service. In determining the number of an
Employee's Years of Vesting Service, all periods of his employment with the
Controlled Group (whether or not consecutive) counted as Vesting Service
pursuant to paragraph (B) above shall be aggregated on the basis of full years
and months to the nearest month. In determining the number of an Employee's
Years of Benefit Service, each period of his employment with an Employer counted
as Benefit Service pursuant to (C) above shall be separately determined on the
basis of full years and months to the nearest month in each such period.


                                      -C8-
<PAGE>

                  (21) Year of Benefit Service: See Section 1.1(20).

                  (22) Year of Eligibility Service: An Employee shall be
credited with a Year of Eligibility Service if he is credited with at least
1,000 Hours of Service in the 12-month period beginning on his Employment
Commencement Date (or, in the case of an Employee whose Employment Severance
occurs before he completes such 12-month period, in the 12-month period
beginning on his Reemployment Commencement Date), provided that an Employee who
is not credited with at least 1,000 Hours of Service during such 12-month period
shall be credited with a Year of Eligibility Service if he is credited with at
least 1,000 Hours of Service during the Plan Year which includes the first
anniversary of his Employment Commencement Date (or his Reemployment
Commencement Date) or any Plan Year thereafter.

                  (23) Year of Vesting Service: See Section 1.1(20).


                                      -C9-
<PAGE>

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION IN THE PLAN

                  2.1 Commencement of Participation. (1) A person who, on May
31, 2000, is a "Participant" under the Pre-2000 Restatement Plan or satisfied
the eligibility requirements of the Pre-2000 Restatement Plan, and who is a
Covered Employee (or a Pensioner) on June 1, 2000, shall become, or shall
continue to be, a Participant under this Schedule C on June 1, 2000.

                  (2) An Employee who is not a Participant pursuant to Section
2.1(1) shall become a Participant under this Schedule C on the date on or after
June 1, 2000 on which he satisfies the following eligibility requirements: (A)
he is a Covered Employee, (B) he has attained Age 21, and (C) he has been
credited with a Year of Eligibility Service.

                  (3) If a person ceased to be a Participant under the Pre-2000
Restatement Plan prior to June 1, 2000, or ceases to be a Participant under this
Schedule C on or after June 1, 2000, and he again becomes an Employee on or
after June 1, 2000, he shall again become a Participant as of the date he so
again becomes an Employee whether or not he again becomes a Covered Employee.


                                     -C10-
<PAGE>

ARTICLE III. - PENSION AND DEATH BENEFITS

                  3.1 Pensions Prior to June 1, 2000. An Employee or former
Employee shall not be eligible for a pension under the Plan as hereby restated
as of June 1, 2000 unless, in addition to any other requirements set forth in
the Plan, his Qualifying Employment Severance occurs on or after June 1, 2000.
The pension payable to or for an Employee or former Employee whose Qualifying
Employment Severance occurred before June 1, 2000 (and who is not rehired
thereafter) shall be determined by and paid in accordance with the terms and
provisions of the Pre-2000 Restatement Plan as in effect at the date of such
Qualifying Employment Severance except to the extent certain provisions of the
Plan as hereby restated as of June 1, 2000 apply to such pension in accordance
with Section 10.1 (Employment Termination Prior to June 1, 2000).
Notwithstanding the foregoing provisions of this Section 3.1, or any other
provision of the Plan, or any prior provision of the Plan or any predecessor
plan document, the second paragraph of Section 4.2(1)(C) shall apply with
respect to any benefit payable in a lump sum after May 31, 2000 or deemed to be
payable after May 31, 2000 in a lump sum, without regard to when employment
termination occurred.

                  3.2 Normal Retirement Pension. Each Participant whose
Employment Severance Date occurs at his Normal Retirement Date shall be entitled
to receive a monthly normal retirement pension determined as of such date. The
amount of his monthly pension shall be equal to thirty-five percent (35%) of his
Final Average Monthly Pay; reduced by one-thirtieth (1/30) for each year of
Benefit Service of his less than thirty (30). The normal retirement pension
shall commence as of the first day of the first Month following the
Participant's Retirement. A Participant's right to his normal retirement pension
shall be nonforfeitable upon his attainment of his Normal Retirement Date.

                  3.3 Late Retirement Pension. A Participant who remains in the
employ of the Controlled Group after his Normal Retirement Date may commence to
receive his monthly late retirement pension (which shall be computed on the same
basis as the normal retirement pension) as of the first day of the month
following his actual Retirement.

                  The amount of a Participant's late retirement pension shall be
equal to the greater of: (a) the Actuarial Equivalent of the monthly amount that
would have been payable to such Participant as of the first day of the first
Month following his Normal Retirement Date; or (b) thirty-five percent (35%) of
the Participant's Final Average Monthly Pay, reduced by one-thirtieth (1/30) for
each year of Benefit Service of his less than thirty (30).

                  3.4 Early Retirement Pension. (1) A Participant having at
least 15 Years of Vesting Service whose Employment Severance Date occurs on or
after he attains Age 60 but before his Normal Retirement Date shall be eligible
for an early retirement pension.

                  (2) The monthly amount of such early retirement pension shall
be equal to his Accrued Benefit determined as of his Employment Severance Date.


                                     -C11-
<PAGE>

                  (3) The early retirement pension shall commence as of the
first day of the first Month following the Participant's Normal Retirement Date.
The Participant may elect, however, to have his early retirement pension
commence, in a reduced amount, equal to the Actuarial Equivalent (determined
pursuant to Section 6.1(1)) of his Accrued Benefit determined as of his
Employment Severance Date, as of the first day of any earlier Month designated
by him, which day is subsequent to his Retirement and to his filing with the
Administrative Committee of his request for such earlier commencement.

                  3.5 Deferred Vested Pension. (1) A Participant having at least
five Years of Vesting Service at the time his Employment Severance Date occurs
and who is not eligible for a pension under any other Section of this Article
III shall be eligible for a deferred vested pension in an amount equal to his
Accrued Benefit as of such date.

                  (2) The deferred vested pension shall commence as of the first
day of the first Month following the Participant's Normal Retirement Date. A
Participant who has a Qualifying Employment Severance and who, subsequent to his
Qualifying Employment Severance Date, satisfies the age and service requirements
of Section 3.4, shall, however, have the right to elect to receive the Actuarial
Equivalent of his deferred vested pension as of the first day of any Month
following what would have been his early retirement date under the provisions of
Section 3.4. Actuarial Equivalence under this subsection (2) shall be determined
pursuant to Section 6.1(1).

                  3.6 Disability Retirement for Certain Hourly Covered
Employees. (1) A Participant whose Employment Severance occurs when he is an
Hourly Covered Employee and before he reaches his Normal Retirement Date by
reason of his total and permanent disability shall be eligible for a disability
retirement pension as hereinafter provided in this Section 3.6.

                  (2) The monthly amount of such disability retirement pension
shall be equal to his Accrued Benefit (which shall then immediately become fully
vested even if he then has less than 5 years of Vesting Service) determined as
of his Qualifying Employment Severance Date.

                  (3) The disability retirement pension shall commence as of the
first day of the Month following the Participant's Qualifying Employment
Severance Date and shall terminate with the payment for the Month in which the
earliest of the following events shall have occurred, namely, the death of the
disability pensioner, his sixty-fifth birthday, a determination by the
Employer's doctor that his total and permanent disability has ended or the
Pensioner has engaged in an occupation or employment other than for
rehabilitation, or as provided in Section 3.6(5).

                  (4) "Total and permanent disability" shall mean suffering from
a physical or mental condition that in the opinion of the Administrator, based
upon appropriate medical advice and examination by the Employer's doctor, can be
expected to result in death or can be expected to last for a continuous period
of no less than twelve (12) months and which condition has existed for a period
of at least three (3) months, and in accordance with uniform and


                                     -C12-
<PAGE>

consistent rules, prevents a Participant from engaging in any substantial
gainful activity. Notwithstanding any other provision of this Section which may
be to the contrary, if it shall be determined by the Social Security
Administration that a Participant is entitled to a Social Security Disability
Benefit, he shall be deemed totally and permanently disabled for purposes of
this Section.

                  (5) The disability pensioner shall be subject to a medical
examination by the Employer's doctor at least once annually or at such other
reasonable times as may be necessary in order to determine whether or not he
continues to be totally and permanently disabled. If a disability pensioner
shall refuse to submit to a medical examination reasonably requested, his
disability pension will be forfeited until he submits to such examination.

                  (6) If such pensioner shall continue to be totally and
permanently disabled until his sixty-fifth birthday, if he ceases to be
permanently and totally disabled as described in Section 3.6(3), or if he elects
to commence payment of an early retirement pension or deferred vested pension
for which he is eligible (other than pursuant to Section 4.2(1)(C)), he shall
thereafter no longer be entitled to a disability retirement pension under the
provisions of this section, but he shall thereafter be entitled to receive any
normal retirement pension, early retirement pension, or deferred vested pension,
as applicable, for which he is eligible pursuant to the provisions hereof as in
effect at the time of his Qualifying Employment Severance Date.

                  (7) In the event of a determination prior to a disability
pensioner's sixty-fifth birthday that such pensioner is no longer totally and
permanently disabled within the meaning of Section 3.6(4) and if he reenters
employment covered by this Schedule C, his Benefit Service and Vesting Service
credited to him at the time of his Qualifying Employment Severance Date shall be
restored and he shall upon such reemployment accrue benefits under this Schedule
C based upon his employment both before his Qualifying Employment Severance and
after his reemployment.

                  (8) Notwithstanding any other provision of the Plan to the
contrary, a Participant who qualifies for the disability retirement pension
under the provisions of this Section and who is eligible for any other pension
hereunder at the time of his Employment Severance and elects to commence payment
of such other pension (other than pursuant to Section 4.2(1)(C)) shall not be
eligible for the disability pension under the provisions of this Section.

                  3.7 Disability Benefits for Certain Salaried Covered
Employees. (1) Anything in the Plan to the contrary notwithstanding, but subject
to the other provisions of this Section 3.7, (A) a Participant who has been
credited with at least 5 Years of Vesting Service and whose Employment Severance
occurs by reason of bodily or mental injury or disease (as defined in any
Long-Term Disability Benefit Contract applicable to him) before his Normal
Retirement Date and who at the time of his Employment Severance was regularly
scheduled to work for his Employer as a Salaried Covered Employee, shall be
deemed, solely for the purposes of this Schedule C (including Section 3.8) to
continue to be a Participant in the employment of the Employer as a Salaried
Covered Employee and to be receiving compensation (with no


                                     -C13-
<PAGE>

change therein after becoming disabled) as a Participant and a Salaried Covered
Employee until the earlier of (i) the day immediately preceding his Pension
Commencement Date, or (ii) the date on which his disability benefits (payable
under such Long-Term Disability Benefit Contract) cease because of his recovery
from his disability, his election to terminate such disability benefits, his
death or otherwise, and (B) except as otherwise provided in subsection (2) of
this Section 3.7, the occurrence of such event shall for all purposes of this
Schedule C be treated as such Participant's Qualifying Employment Severance.

                  (2) If a Participant's disability benefits under any Long-Term
Disability Benefit Contract cease before he reaches his Normal Retirement Date,
he may elect any early retirement or deferred vested pension for which he then
qualifies under the provisions of this Schedule C then in effect; provided,
however, that for the sole purpose of determining his Years of Vesting Service,
his Employment Severance Date shall be determined pursuant to Section
1.1(9)(B)(ii)(a). In determining the amount of any such early retirement or
deferred vested pension, no deductions or adjustments shall be made on account
of any payments received by him under a Long-Term Disability Benefit Contract
before such recovery.

                  (3) If on a Participant's Employment Severance Date occurring
before his Normal Retirement Date, he is not a Salaried Covered Employee, he is
not entitled to disability benefits under any Long-Term Disability Benefit
Contract, he is not an Hourly Covered Employee, he is entitled to disability
benefits under any other Schedule, or under any other qualified defined benefit
plan (herein called "Other Plan") established and maintained by a Controlled
Group Member, and the requirements for determining whether he is disabled so as
to be entitled to disability benefits under the other Schedule or Other Plan are
comparable to those set forth in this Section 3.7, such Participant shall be
eligible for a disability retirement pension under this Schedule C determined
under Section 3.6 treating such Participant as an Hourly Covered Employee as of
his Employment Severance.

                  (4) Notwithstanding the foregoing provisions of this Section
3.7, if the disability benefit provided under this Section 3.7 does not meet the
current availability test of Section 401(a)(4) of the Code and regulations
promulgated thereunder for a Plan Year, the provisions of this Section 3.7 shall
not apply to any Participant who is a "highly compensated employee" (as defined
in Internal Revenue Code Section 414(q)) and whose Employment Severance occurs
during such Plan Year.

                  3.8 Pre-Retirement Surviving Spouse Pension. (1) If a
Participant who (a) has at least one Hour of Service under the Plan on or after
August 23, 1984 or one hour of paid leave from a Controlled Group Member on or
after August 23, 1984 and (b), immediately before his death was eligible for a
normal retirement pension, early retirement pension or deferred vested pension
under the Plan dies before his Pension Commencement Date, his surviving Spouse,
if any, shall be eligible to receive a monthly pension determined in an amount
under, and payable as provided in, subsection (2) of this Section 3.8.


                                     -C14-
<PAGE>

                  (2) The monthly amount of the surviving Spouse pension under
Section 3.8(1) shall be,

                  (a) in the case of a Participant who dies after attaining Age
      60 and either (i) at a time when he is credited with at least 15 Years of
      Vesting Service or (ii) on or after his Normal Retirement Date, that
      amount which the surviving Spouse would have been entitled to receive
      pursuant to Section 4.1(1) if (A) such Participant's Pension Commencement
      Date occurred on the day before his death (assuming the Plan so provided)
      and (B) he had not waived the 50% Qualified Joint and Survivor Annuity
      provided for in Section 4.1; such pension shall begin with the first day
      of the Month after the Month in which he is deemed to have begun receiving
      his pension, if his Spouse is living on such day, and shall continue
      during her remaining lifetime, the last monthly payment of such pension
      being payable on the first day of the Month in which she dies;

                  (b) in the case of a Participant who dies on or before
      attaining Age 60 and at a time when he is credited with at least 15 Years
      of Vesting Service, that amount which the surviving Spouse would have been
      entitled to receive pursuant to Section 4.1(1) if such Participant had (i)
      survived to the date of his 60th birthday, (ii) his Pension Commencement
      Date occurred on his 60th birthday (assuming the Plan so provided) and his
      pension was payable as a 50% Qualified Joint and Survivor Annuity, and
      (iii) died on the day following such 60th birthday; such pension shall
      begin with the first day of the Month in which the Participant would have
      attained age 60, and shall continue during the Spouse's remaining
      lifetime, the last monthly payment of such pension being payable on the
      first day of the Month in which she dies; and

                  (c) in the case of a Participant who dies before attaining his
      Normal Retirement Date and at a time when he is credited with at least
      five but less than 15 Years of Vesting Service that amount which the
      surviving Spouse would have been entitled to receive pursuant to Section
      4.1(1) if such Participant had (i) survived to his Normal Retirement Date,
      (ii) his Pension Commencement Date occurred on his Normal Retirement Date
      (assuming the Plan so provided) and his pension was payable as a 50%
      Qualified Joint and Survivor Annuity, and (iii) died on the day following
      his Normal Retirement Date; such pension shall begin with the first day of
      the Month in which the Participant would have attained his Normal
      Retirement Date, and shall continue during the Spouse's remaining
      lifetime, the last monthly payment of such pension being payable on the
      first day of the Month in which she dies.

                  (3) The amount of the surviving Spouse pension under this
Section 3.8 shall be based on the Participant's Years of Vesting Service and
Accrued Benefit as of the date of his death.


                                     -C15-
<PAGE>

                  (4) Notwithstanding the foregoing provisions of this Section
3.8, a surviving Spouse may elect to defer, in accordance with Committee rules
which are not violative of any applicable law, the commencement of pension
payments to her under this Section 3.8 until a date which is not later than the
latest permissible commencement date applicable to her under Section 6.14
(Provision Pursuant to Internal Revenue Code Section 401(a)(9)).

                  (5) A Participant described in Section 4.2(3) may elect at any
time during the "applicable election period" as defined below to waive the
Pre-Retirement Surviving Spouse Pension that would otherwise be payable under
Section 3.8 provided that:

                  (a) The Participant's Spouse consents in writing to the
      election to waive such form of payment;

                  (b) The election designates a beneficiary, or a different form
      of payment, which may not be changed without the consent of the spouse
      (unless any written consent of the Spouse to the designation of a
      particular beneficiary or a different form of payment expressly permits
      subsequent designations by the Participant without any requirement of
      further consent by the Spouse);

                  (c) The written consent of the Spouse acknowledges the effect
      of such election and is witnessed by either a Plan representative or a
      notary public.

The foregoing requirements for a valid spousal consent need not be met if it is
established to the satisfaction of the Plan representative that the required
spousal consent cannot be obtained, because the Spouse cannot be located,
because there is no Spouse, or because of such other circumstances as are
described in the Internal Revenue Code and regulations promulgated thereunder. A
Participant may revoke any election described in this Section 3.8(5) above at
any time during the applicable election period. The "applicable election period"
shall mean, with respect to any permitted election to waive the Pre-Retirement
Surviving Spouse Pension, the period which begins on the first day on which the
Participant can make the election described in Section 4.2(3) and ends on the
last day of the period during which the Participant can make the election
described in Section 4.2(3). The Committee shall provide each Participant within
the "applicable election period" for such Participant and prior to the date on
which the Participant makes an election described in Section 4.2(3), a written
explanation of the Pre-Retirement Surviving Spouse Annuity in such terms and in
such a manner as would be comparable to the explanation provided for meeting the
requirements of Section 4.1 applicable to a 50% Qualified Joint and Survivor
Annuity.

                  (6) If part of a Participant's pension has commenced, the
pre-retirement surviving spouse pension described in this Section 3.8 shall not
apply with respect to the part of the Participant's pension that commenced.

                  3.9 [Reserved]


                                     -C16-
<PAGE>

                  3.10 Normal Form of Benefit Payments. Except as otherwise
provided in this Schedule C, all pensions payable under the provisions of
Section 3.2, 3.3, 3.4, 3.5, 3.6, or 3.7(3) shall be paid in the form of monthly
installments payable to and during the lifetime of the Participant with the
provision that if the Participant should die within 120 months of the
commencement of his monthly pension, such pension shall then be paid to his
Death Beneficiary (as defined in Section 1.1(6)) for the balance of the 120
month period, provided, however, that the foregoing provisions of this Section
providing for the continuation of pension payments until 120 monthly payments
have been made shall not apply to pensions payable under Section 3.6 or Section
3.7(3).


                                     -C17-
<PAGE>

ARTICLE IV. - OPTIONAL FORMS OF BENEFITS

                  4.1 50% Qualified Joint and Survivor Annuity. (1) If a
Participant has a Spouse on his Pension Commencement Date, the pension payable
for such Participant under the Plan, other than the pension described in Section
3.6 or Section 3.7(3), shall be in the form of a 50% Qualified Joint and
Survivor Annuity (as such term is defined in subsection (2) of this Section)
unless he effectively waives such 50% Qualified Joint and Survivor Annuity
during the election period for this purpose specified in Section 4.4, in which
case his pension, other than the pension described in Section 3.6 or Section
3.7(3), shall be payable to him as provided in Section 3.10, or he effectively
elects some other optional form of benefit as provided in Section 4.2 or Section
4.3.

                  (2) For purposes of this Section, the term "50% Qualified
Joint and Survivor Annuity" shall mean a reduced pension payable for a
Participant during his lifetime and, after his death, a pension payable during
the surviving lifetime of his Spouse to whom the Participant was married on his
Pension Commencement Date at the rate of 50% of the reduced pension payable
during the joint lives of the Participant and his Spouse. The reduced pension
shall be the Actuarial Equivalent of the pension otherwise payable for the
Participant. Pension payments for the Spouse shall commence on the first day of
the Month following the Month in which the Participant dies, provided the Spouse
is living on such day and is otherwise eligible to receive such payments under
this Section, and shall continue during the Spouse's remaining lifetime, the
last monthly payment being payable on the first day of the Month in which the
Spouse dies. If a Participant's Spouse predeceases the Participant before the
Participant's Pension Commencement Date, the Participant shall be treated as
though he had elected to waive the 50% Qualified Joint and Survivor Annuity. If
a Participant's Spouse dies on or after the Participant's Pension Commencement
Date, the Participant's reduced pension will not be increased thereby.

                  4.2 Other Options. (1) Instead of the pension to which a
Participant is or may become entitled pursuant to other Sections hereof, other
than Section 3.6 and Section 3.7(3), he may elect (subject to the provisions of
this Section and to such rules as may be adopted by the Administrative
Committee) any one of the optional forms of benefits specified in the following
paragraphs. Any such optional form of benefit shall be the Actuarial Equivalent
of the pension otherwise payable for the Participant.

                  (A) Joint Pensioner Options. A Participant may elect to
receive a reduced pension payable for him during his lifetime on and after his
Pension Commencement Date and after his death to have a pension payable during
the surviving lifetime of and for a natural person designated by the Participant
for such purpose (herein called "Joint Pensioner") at the same reduced rate
payable to the Participant or (if elected by the Participant) at a percentage of
the reduced pension payable for the Participant; provided, however, that such
percentage shall be no less than 50 percent. Pension payments for the Joint
Pensioner shall begin as of the first day of the Month after the Month in which
the Participant dies, provided his death does not void this option as provided
in Section 4.4(4), and provided the Joint Pensioner is living on such day, and
the last monthly payment for the Joint Pensioner shall be payable as of the
first day of the Month


                                     -C18-
<PAGE>

in which the Joint Pensioner dies. If a Participant's Joint Pensioner dies
before the Participant's Pension Commencement Date, the election shall be of no
effect and the Participant shall be treated the same as though he had not
elected an option pursuant to this paragraph. If a Participant's Joint Pensioner
dies on or after the Participant's Pension Commencement Date and while the
Participant is living, the option elected shall continue in force and the
Participant's reduced pension will not be increased thereby.

                  (B) Life Only Option. A Participant may elect to receive a
pension for his life only, without a guarantee of a minimum number of payments.

                  (2) Reserved.

                  4.3 Small Lump Sum Option. If, following a Participant's
termination of employment with the Controlled Group, the lump sum amount that is
the Actuarial Equivalent of the Participant's vested accrued pension does not
exceed $5,000 (as adjusted annually commencing with the Plan Year beginning June
1, 1986 by the percentage increase or decrease in the maximum annual benefit
guaranteed by the Pension Benefit Guaranty Corporation), such lump sum amount
may, subject to applicable law and regulations, with the written consent of the
Participant, and with the written consent of his Spouse, if any, meeting the
requirements of Section 4.4 filed with the Committee, be paid to the Participant
in lieu of all other benefits, to the recipient before his pension benefit would
otherwise commence under the Plan. To the extent required by regulations, the
Participant will be provided with the option of receiving an immediate single
life annuity if unmarried or an immediate 50% Qualified Joint and Survivor
Annuity if married, which shall be computed by converting the lump sum value
otherwise payable under this Section 4.3 to an immediate single life annuity for
the Participant's life using the same actuarial assumptions as used to determine
the lump sum, and if applicable, by converting such single life annuity to an
immediate 50% Qualified Joint and Survivor Annuity using the basis set forth in
clause (3) of Section 6.1.

                  4.4 Participant Elections. (1) The Administrative Committee in
accordance with applicable law and regulations shall deliver to each
Participant, not less than 30 days and not more than 90 days before his Pension
Commencement Date, a written explanation of:

                  (a) the terms and conditions of the forms of payment
      available, including the 50% Qualified Joint and Survivor Annuity;

                  (b) the Participant's right to make, and the effect of, an
      election to waive the 50% Qualified Joint and Survivor Annuity;

                  (c) the rights of the Participant's Spouse; and

                  (d) the right to make, and the effect of, a revocation of an
      election to waive the 50% Qualified Joint and Survivor Annuity.


                                     -C19-
<PAGE>

                  (2) A Participant's election of a form of benefit payment,
including a waiver of the 50% Qualified Joint and Survivor Annuity, and any
revocation of such waiver, may be made solely by an instrument (in a form
acceptable to the Administrative Committee) signed by the Participant and filed
with the Committee during the 90-day period ending on his Pension Commencement
Date. Any election to waive the 50% Qualified Joint and Survivor Annuity (and to
elect any other option under Section 4.2) must be consented to by the
Participant's Spouse in writing, and such consent must be witnessed by a Plan
representative or notary public. Any such consent shall not be required if the
Participant establishes to the satisfaction of a Plan representative that such
written consent may not be obtained because there is no Spouse or the Spouse
cannot be located.

                  (3) An election of an option or options under this Section may
be made (and may be rescinded), the Participant's Beneficiary and the portion of
the Participant's reduced pension to be paid after his death to his Joint
Pensioner may be designated (and such designations may be changed), solely by an
instrument (in a form acceptable to the Administrative Committee) signed by the
Participant and, except as otherwise specifically provided in this Section,
filed with the Administrative Committee while the Participant is living and
before the date his pension is to commence. Except to the extent otherwise
required by law and the other provisions of the Plan, the consent of a
Participant's Beneficiary to any rescission or change in an option or the terms
thereof or to a change in the Participant's Joint Pensioner or Death Beneficiary
shall not be required.

                  (4) The time for the commencement of payments to the
Participant shall not be affected by the election of a joint pensioner option.
Except as otherwise provided in the immediately following sentence, if a
Participant duly elects a joint pensioner option and dies before his Pension
Commencement Date, the election shall be void. With respect only to elections
made prior to June 1, 2002, instead of any benefit that would otherwise be
payable for a Participant pursuant to any other Section of this Schedule C,
including Section 3.8, if a Participant duly elects a joint pensioner option and
dies on or after his Normal Retirement Date and before his pension under this
Schedule C begins, and the Participant has waived the benefit provided under
Section 3.8, the election of such an option shall not be voided by his death and
pension payments shall be made to his Beneficiary pursuant to the option elected
in the same manner as if the Participant's pension hereunder were payable in the
Month before the Month in which he died.

                  (5) Notwithstanding any other provision of this Section, a
Participant's election of an option provided for in or permitted by this Section
shall not become effective unless the present value of the payments expected to
be made to him hereunder is more than 50% of the present value of the total of
the payments expected to be made hereunder to him and his Beneficiaries (all as
determined by the Administrative Committee), but this limitation shall not apply
to the joint pensioner option provided for in Section 4.2(1)(A) if the
Participant's Spouse is the Participant's Joint Pensioner.


                                     -C20-
<PAGE>

                  (6) The rules of the Administrative Committee with respect to
optional forms of benefits may be changed by the Administrative Committee from
time to time, but they shall be uniform in their application to all Participants
who are similarly situated.


                                     -C21-
<PAGE>

ARTICLE V. - VARIOUS PROVISIONS CONCERNING PENSIONS

                  5.1 Application for Pensions. (1) A Participant eligible to
receive a pension under the Plan if he were to terminate his employment with the
Controlled Group and who wishes to terminate his said employment, and any
Pensioner who is eligible for but is not receiving a pension, shall obtain a
form of application for that purpose from his Employer or former Employer and
shall sign and file with the Administrative Committee his application on such
form, furnishing such information as the Administrative Committee may reasonably
require, including satisfactory proof of his Age and that of his Beneficiary (if
any) and any authority in writing that the Administrative Committee may request
authorizing it to obtain pertinent information, certificates, transcripts and/or
other records from any public office. An application for a deferred vested
pension may not be filed more than 90 days before such pension is to begin.

                  (2) Except as otherwise provided in Article III or IV, (A) no
pension shall be payable hereunder for a Participant if he dies before any
benefit hereunder has been paid or distributed to him, and (B) a Pensioner's
pension hereunder shall not begin until he files an application for such pension
pursuant to Section 5.1(1), but if his application is filed pursuant to Section
5.1(1) after his Normal Retirement Date and before his death, full payment of
his pension under the Plan, retroactive to his Normal Retirement Date, shall be
made to or for him (without interest) within 60 days after such application is
filed. If an application for a pension is not filed by a Pensioner eligible
therefor within four years after his Normal Retirement Date, the Administrative
Committee shall mail (by certified or registered mail) to such Pensioner at his
last known address a reminder that he is eligible for such pension and an
application therefor. If such application is not filed with the Committee in
accordance with the provisions of the Plan within 180 days after it is so mailed
to such Pensioner, his pension shall be forfeited; provided, however, that upon
the subsequent filing of an application for such pension by such Pensioner, such
pension shall be reinstated retroactive to his Normal Retirement Date (in
accordance with the provisions of the first sentence of this subsection (2)) and
shall commence within 60 days after such application is filed.

                  5.2 Payment of Pensions. (1) Except as otherwise provided in
the Plan, any pension hereunder shall be paid monthly as of the first day of
each Month for which a pension is payable, but no pension shall be payable for a
Pensioner or Beneficiary unless he is living on the date his pension is to
begin.

                  (2) For a person who is employed as an Employee after April
30, 2001, the following shall apply: If an Employee is employed by a Controlled
Group Member on or after he has attained his Normal Retirement Date, his pension
shall, subject to all other requirements of the Plan applicable to the
commencement, duration and form of pension payments, be payable for any Month,
the end of which occurs after he attains his Normal Retirement Date, unless (i)
he is so employed during such Month, (ii) he completes at least 40 Hours of
Service during such Month and (iii) he has been given such notice of suspension
of benefits as may be required by applicable law. Notwithstanding the foregoing
provisions of this


                                     -C22-
<PAGE>

Section 5.2(2), this Section 5.2(2) shall not apply upon reemployment of a
Participant, provision for which is made in Section 5.5.

                  5.3 No Duplication of Benefits. There shall be no duplication
of any benefits attributable to contributions of an Employer payable under this
Schedule C with respect to any Participant and any pension or other benefit
payable with respect to him under any other pension, annuity or welfare plan (or
any similar plan), including, without limitation, any predecessor plan,
maintained, or contributed to, by any Employer, any Controlled Group Member or
any predecessor thereof, the amount of which is based in whole or in part on the
same period of his employment with any Employer, any Controlled Group Member or
any predecessor thereof; and any such benefits shall be deducted from benefits
otherwise payable with respect to him under this Schedule C (as determined by
the Administrative Committee) to prevent any such duplication except to the
extent that benefits payable with respect to him under such other plan are
appropriately reduced or deducted from benefits payable under any other plan of
any other Employer or Controlled Group Member or predecessor thereof or are
stated or clearly intended to be in addition to benefits under this Schedule C.
No benefit shall be paid for any Participant under more than one Section of this
Schedule C for the same period of time, based on the same period of employment.
For purposes of this Section 5.3, each Schedule shall be deemed to be a "plan."

                  5.4 Transfers To and From Plan Coverage. (1) Upon the transfer
of a Covered Employee to other employment with the Controlled Group (or upon an
amendment to the Plan) which results in the Employee ceasing to be a Covered
Employee, his Benefit Service shall be frozen as of the date of such transfer or
such amendment. Subject to the provisions of Section 5.3, if at the time of his
Employment Severance he satisfies the eligibility requirements for any pension
under the terms of this Schedule C then in effect, such Employee (or his
Beneficiary, if applicable) shall be entitled to receive such pension under this
Schedule C, based upon his frozen Benefit Service under this Schedule C and
calculated and payable in accordance with the provisions of this Schedule C in
effect on the Participant's Qualifying Employment Severance Date.

                  (2) Upon the transfer of an Employee from other employment
with the Controlled Group (or upon an amendment to the Plan) which results in
the Employee becoming a Covered Employee, such Employee's period of employment
(other than as a Covered Employee) prior to such transfer or amendment shall not
be counted as Benefit Service under this Schedule C.

                  5.5 Reemployment of Pensioners. (1)(A) For a person who is not
employed as an Employee after April 30, 2001, the following shall apply: Except
as provided in Section 10.2(3) (Coverage and Participation), if a Pensioner is
reemployed by a Controlled Group Member before his Normal Retirement Date,
pension payments to him, if any, shall not be paid for any Month on the first
day of which he is an Employee and during which he completes 40 Hours of Service
(within the meaning of Section 1.1(11)(A) and (B)), provided that no pension
payment shall not be paid pursuant to this Section 5.5(1)(A) unless he has been
given such notice of suspension of benefits, if any, as may be required by
applicable law, and upon the


                                     -C23-
<PAGE>

Employee's subsequent Qualifying Employment Severance he shall be entitled to
any additional benefits to which his period of reemployment may entitle him
pursuant to the provisions of Article III. For purposes of determining such a
Pensioner's benefits after such a period of reemployment, his Accrued Benefit
shall be the sum of his Accrued Benefits determined separately for each separate
period of employment.

                  (B) For a person who is employed as an Employee after April
30, 2001, the following shall apply:

                        (i) Except as provided in Section 10.2(3) (Coverage and
      Participation), if a Participant is reemployed by a Controlled Group
      Member before his Normal Retirement Date, no pension payments under this
      Schedule C shall be made for him for any Month beginning with the Month
      during which the Participant is credited with a "Year of Reemployment
      Service" if (I) on the first day of the Month he is an Employee, (II) he
      completes at least 40 Hours of Service (within the meaning of Section
      1.1(11)(A) and (B)) during such Month and (III) if his Normal Retirement
      Date has occurred, he has been given such notice of suspension of
      benefits, if any, as may be required by applicable law.

                        For purposes of this Section 5.5(1)(B)(i), a Participant
      shall be credited with a "Year of Reemployment Service" on any anniversary
      of his Reemployment Commencement Date if he is credited with 1000 Hours of
      Service during the 12-month period beginning on the immediately preceding
      anniversary date.

                        (ii) Without limitation of Section 5.5(1)(B)(i): Any
      additional amount of pension earned by a Participant who is reemployed by
      a Controlled Group Member after the Participant's reemployment shall be
      paid only after the Participant's subsequent termination of employment
      from the Controlled Group, except that if the Participant's Normal
      Retirement Date has occurred any such additional amount of pension shall,
      subject to all other requirements of the Plan applicable to the
      commencement, duration and form of pension payments, be payable for any
      Month, the end of which occurs after he attains his Normal Retirement
      Date, unless (a) he is so employed during such Month, (b) he completes at
      least 40 Hours of Service (within the meaning of Section 1.1(11)(A) and
      (B)) during such Month and (c) he has been given such notice of suspension
      of benefits, if any, as may be required by applicable law. Upon the
      Employee's subsequent Qualifying Employment Severance of a reemployed
      Participant, (I) he shall be entitled to any additional benefits to which
      his period of reemployment may entitle him pursuant to the provisions of
      Article III, (II) if a Participant whose pension payments have not been
      paid in accordance with the provisions of Section 5.5(1)(B)(i) becomes
      entitled to have his pension resume, the pension previously commenced and
      then ceased shall resume in the same amount and form in effect prior to
      the cessation and (A) if the prior pension commencement occurred prior to
      the Participant's Normal Retirement Date, any additional amount of pension
      payments earned by the Participant during the period of reemployment shall
      be governed by the generally applicable provisions of the Plan as if the
      Participant had then first


                                     -C24-
<PAGE>

      terminated employment, and (B) if the prior pension commenced after the
      Participant's Normal Retirement Date, any additional amount of pension
      payments earned by the Participant during the period of reemployment shall
      be paid in the same form as the payments that were previously commenced,
      and (III) for purposes of determining such a Pensioner's benefits after
      such a period of reemployment, his Accrued Benefit shall be the sum of his
      Accrued Benefits determined separately for each separate period of
      employment.

                  (2) Anything in the Plan to the contrary notwithstanding, if a
Participant who is reemployed by a Controlled Group Member has received or is
deemed to have received a lump sum payment pursuant to Section 4.2(1)(C) or
Section 10.2(3) (Coverage and Participation) for any period of his employment
with the Controlled Group prior to such reemployment, his Years of Benefit
Service credited to him during such period of employment shall be disregarded
for the purpose of computing the amount of any pension to which he may
thereafter be entitled on account of his period of employment with the
Controlled Group occurring after such reemployment; provided, however, that if
any portion of a Participant's Accrued Benefit was forfeitable at the time he
received such lump sum payment, his said Years of Benefit Service shall be
recredited to him if he is reemployed as a Covered Employee and if he repays to
the Trust Fund, not later than the occurrence of 5 consecutive "1-year Periods
of Severance" (as hereinafter defined) commencing after such payment, the full
amount of such lump sum payment with interest thereon at the rate of 5% per
annum, compounded annually, from the date he received such lump sum payment to
the date of such repayment. If the Accrued Benefit of a Participant who is
reemployed by a Controlled Group Member was deemed distributed as of his
Employment Severance Date pursuant to Section 10.2(3) (Coverage and
Participation), his Years of Benefit Service credited to him during such period
of employment shall be disregarded for the purpose of computing the amount of
any pension to which he may thereafter be entitled on account of his period of
employment with the Controlled Group occurring after such reemployment;
provided, however, that if such Participant is reemployed as a Covered Employee
not later than the occurrence of 5 consecutive 1-Year Periods of Severance after
his Employment Severance Date, such Participant shall be deemed to have repaid
the full amount of his deemed distribution and his Years of Benefit Service
shall be recredited to him hereunder. A "1-Year Period of Severance" shall mean
a 12-month period beginning on an Employee's Employment Severance Date and
ending on the first anniversary of such date provided that during such period
such Employee does not perform an Hour of Service. Thereafter, consecutive
1-year Periods of Severance shall begin and end on anniversaries of the
Employee's Employment Severance Date. If an Employee's Employment Severance Date
occurs on or after June 1, 1985 --

                  (a) by reason of pregnancy of the Employee,

                  (b) by reason of the birth of a child of the Employee,

                  (c) by reason of the placement of a child with the Employee in
      connection with the adoption of such child by the Employee, or


                                     -C25-
<PAGE>

                  (d) for purposes of caring for any such child for a period
      beginning immediately following such birth or placement,

"6 consecutive 1-Year Periods of Severance" shall be substituted for "5
consecutive 1-Year Periods of Severance" in the foregoing provisions of this
Section 5.5(2).


                                     -C26-
<PAGE>

ARTICLE VI - ACTUARIAL DETERMINATIONS

                  6.1 Actuarial Determinations. In making the determination of
actuarial equivalence with regard to benefits, the following rules shall apply:

                  (1) Where benefits may be provided in case of Employment
      Severance prior to Normal Retirement Date, and such benefits are payable
      before Normal Retirement Date, any such benefits shall be determined in
      accordance with the applicable provisions of the Plan, reduced
      proportionately by 1/15 for each of the first five (5) years by which the
      starting date of the benefit precedes Normal Retirement Date.

                  (2) When determining the amount of a benefit under clause (a)
      of Section 3.3 for Retirement subsequent to Normal Retirement Date, such
      benefit shall be equal to the normal retirement pension the Participant
      would have received had he retired as of his Normal Retirement Date, as
      computed according to Section 3.2, increased by one-half of one percent
      (0.5%) for each full month between his actual date of Retirement and his
      Normal Retirement Date.

                  (3) For purposes of Sections 4.1(2), 4.2(1)(A), and 4.2(1)(B),
      Actuarial Equivalent shall mean a benefit of equivalent actuarial value to
      the monthly benefit payable in the
      single-life-only-with-120-months-certain form commencing as of the same
      time as the benefit for which equivalent actuarial value is being
      determined, when computed on the basis of unisex actuarial factors based
      upon the Projected Annuity Mortality Table (a table prepared by The Wyatt
      Company from the unadjusted mortality rates used in constructing the
      published GA-1951 Mortality Table for males projected 14 years by Scale C
      and set back five years for females) at 5-1/2% interest, with the unisex
      factors based on 80% of the male factor plus 20% of the female factor;
      provided, however, that with respect only to benefits commencing after
      January 1, 1999, for purposes of Sections 4.1(2), 4.2(1)(A), and 4.3
      benefits shall be computed on the basis of the 1983 Group Annuity
      Mortality Table at 7% interest adjusted to a unisex basis for an 80% male
      and 20% female participant population and a complimentary 20% male and 80%
      female contingent annuitant population, and provided that the application
      of this proviso shall not result in a benefit payable that is less than
      the amount payable without regard to this proviso with respect to the
      benefit accrued prior to January 1, 1999.

                  (4) For a benefit payable in a lump sum or deemed to be
      payable in a lump sum, Actuarial Equivalent shall mean a benefit of
      equivalent actuarial value to (1) the monthly benefit payable in the
      single-life-only-with-120-months-certain form commencing as of the first
      day of the calendar month following the Participant's Normal Retirement
      Date (or if the first day of the month following the Participant's Normal
      Retirement Date has already occurred, the first day of the calendar month
      on which the pension would commence as a monthly benefit in


                                     -C27-
<PAGE>

      the absence of the lump sum payment), or (2) if the Participant has
      attained the age and met the service requirements for immediate
      commencement of a monthly benefit, other than a monthly benefit payable
      because of the provisions of Section 4.3, to the monthly benefit payable
      in the single-life-only-with-120-months-certain form commencing as of the
      same time as the benefit for which equivalent actuarial value is being
      determined, if the application of this clause (2) produces a larger lump
      sum payment than the application of clause (1); in either case, when
      computed on the basis of the "applicable mortality table" and "applicable
      interest rate" where the "applicable mortality table" for this purpose
      means the table prescribed from time to time by the Secretary of Treasury
      pursuant to Section 417(e)(3) of the Internal Revenue Code as in effect on
      the date of distribution and the "applicable interest rate" for this
      purpose means the annual rate of interest for purposes of Section
      417(e)(3) of the Internal Revenue Code using the Plan Year as the
      stability period and the second calendar month preceding the first day of
      the Plan Year as the lookback month in accordance with Treasury Regulation
      Section 1.417(e) - 1(d)(4).


                                     -C28-
<PAGE>

ARTICLE VII. - TMI PENSION PLAN FOR SALARIED EMPLOYEES

                  7.1 Crediting of Earnings, Years of Eligibility Service, Years
of Vesting Service and Years of Benefit Service. Each Participant (hereinafter
referred to as a "TMI Salaried Plan Participant") in the TMI Pension Plan for
Salaried Employees, maintained under an instrument dated June 1, 1985, as
amended (hereinafter referred to as the "Salaried Plan") shall be credited under
this Schedule C with:

                  (1) Years of Eligibility Service under the Plan pursuant to
      the provisions of this Schedule C; provided, however, that the Years of
      Eligibility Service credited in no event shall be less than the "Years of
      Eligibility Service" that would be credited to the TMI Salaried Plan
      Participant under the provisions of the Salaried Plan as in effect on May
      31, 1992; and

                  (2) Years of Vesting Service under the Plan pursuant to the
      provisions of this Schedule C; provided, however, that the Years of
      Vesting Service credited in no event shall be less than the "Years of
      Vesting Service" that would be credited to the TMI Salaried Plan
      Participant under the provisions of the Salaried Plan as in effect on May
      31, 1992; and

                  (3) Years of Benefit Service under the Plan pursuant to the
      provisions of this Schedule C; provided, however, that the Years of
      Benefit Service credited in no event shall be less than "Years of Benefit
      Service" credited to the TMI Salaried Plan Participant under the
      provisions of the Salaried Plan as of May 31, 1992; and

                  (4) Earnings under the Plan pursuant to the provisions of this
      Schedule C; provided, however, that the Earnings credited in no event
      shall be less than "Earnings" credited to the TMI Salaried Plan
      Participant under the provisions of the Salaried Plan as of May 31, 1992.

Notwithstanding the forgoing provisions of this Section or any other provision
of the Plan, however, in no event shall any TMI Salaried Plan Participant
receive dual credit under the Plan for Earnings, Years of Eligibility Service,
Years of Vesting Service or Years of Benefit Service with respect to any period.

                  7.2 Accrued Benefit. Notwithstanding any provision of the Plan
to the contrary, in no event shall the Accrued Benefit under the Plan on or
after May 31, 1992 of any TMI Salaried Plan Participant be less than his
"Accrued Benefit" under the Salaried Plan as of May 31, 1992. Any applications,
elections and waivers under the Salaried Plan that are applicable to a TMI
Salaried Plan Participant's benefit transferred from the Salaried Plan to the
Plan as of May 31, 1992 shall continue to be applicable to such benefit
hereunder.


                                     -C29-
<PAGE>

                                   SCHEDULE D

                        SALARIED AND HOURLY EMPLOYEES OF
                        WILLIAMS ADVANCED MATERIALS INC.

ARTICLE I. - SPECIAL DEFINITIONS

                  1.1 Definitions. The following terms when used in this
Schedule D with initial capital letters shall have the following respective
meanings unless the context clearly indicates otherwise.

                  (1) Accrued Benefit: The monthly benefit to which a
Participant would be entitled on his Normal Retirement Date, determined as of
any given date by multiplying (1) his benefit computed under Article IV on the
basis of his current Final Average Monthly Compensation and the Years of
Credited Service he would have if he continues to participate under this
Schedule D until his Normal Retirement Date, by (2) a fraction, the numerator of
which is the number of Years of Credited Service completed on such date and the
denominator of which is the number of Years of Credited Service the Participant
would have completed if he had continued to participate until his Normal
Retirement Date.

                  (2) Actuarial Equivalent: A benefit of equivalent actuarial
value to the monthly benefit payable in the single life only form commencing as
of the same time as the benefit for which equivalent actuarial value is being
determined, when computed in accordance with the actuarial assumptions set forth
below. The basis shall be the UP-84 Table of Mortality with interest at the per
annum rate from the table below, compounded annually, for conversion from the
normal form of payment to any other optional form, including the automatic form,
but not for calculating single-sum distributions.

                  The interest rate, to be used at the time the conversion is
effective, is found from the following:

<TABLE>
<CAPTION>
              PBGC Immediate Annuity Rate           Interest Rate
<S>                                                 <C>
                  from 1% to 4%                             3%
                  from 4% to 5%                             4%
                  from 5% to 7%                             5%
                  from 7% to 12%                            6%
                  from 12% to 14%                           7%
                  from 14% to 18%                           8%
                  over 18%                                  9%
</TABLE>

The PBGC Immediate Annuity Rate referred to in the above table is the rate of
interest for the applicable time period in the column labeled as the immediate
annuity rate found in Appendix C to Part 4022 of 29 CFR Chapter XL (Lump Sum
Interest Rates for Private-Sector Payments).


                                      -D1-
<PAGE>

                  (2A) Controlled Group: "Controlled Group" and "Controlled
Group Member" shall have the respective definitions ascribed to such terms set
forth in Section 1.1(7) of Article I - (Definitions and Interpretation), except
that the Employer shall be substituted for the Company for purposes of such
definitions with respect to periods prior to June 1, 2000.

                  (3) Covered Compensation shall mean, with respect to any
Participant, the amount of compensation (rounded to the nearest whole multiple
of $600) with respect to which old-age and survivors insurance benefits would be
provided for him under the Social Security Act (as in effect for the year in
which the Participant's employment with the Employer terminates) if for each
year until he reaches age 65 his annual compensation is at least equal to the
taxable wage base. For purposes of the preceding sentence "taxable wage base"
means with respect to any year, the maximum amount of earnings which may be
considered wages for such year under Section 3121(a)(1) of the Internal Revenue
Code.

                  (4) Covered Employee shall mean an Employee of an Employer who
is employed at a Buffalo, New York operation of the Employer and/or a
Wheatfield, New York operation of the Employer, determined in accordance with
the Employer's personnel policies in effect from time to time, provided that no
Employee covered by a collective bargaining agreement, including the collective
bargaining agreement between the Employer and the Teamsters Union, Local 115,
shall be a Covered Employee, unless such agreement specifically provides for
coverage under this Schedule D, and, provided further, that no Employee who is
not treated by the Employer as an employee for purposes of Section 3401 of the
Internal Revenue Code (without regard to any determination other than by the
Employer that such person is or is not an employee for purposes of Section 3401
of the Internal Revenue Code and without regard to any retroactive treatment by
the Employer of such person as an employee for purposes of Section 3401 of the
Internal Revenue Code) shall be a Covered Employee.

                  (5) Credited Service for benefit purposes shall mean all Years
of Credited Service and fractional parts of a Year of Credited Service for
benefit purposes prior to December 31, 1993, plus all calendar years in which a
Participant has completed at least 1,000 hours of service for the Employer after
December 31, 1993. One-twelfth (1/12) of a Year of Credited Service shall be
given for each month of service completed by a Participant in such a calendar
year in which the Participant terminates employment in the event the Participant
has not completed 1,000 hours of service for the Employer in such calendar year.

                  Credited Service for eligibility purposes shall mean all Years
of Credited Service and fractional parts of a Year of Credited Service for
eligibility purposes prior to December 31, 1993, plus all calendar years in
which the Employee completes at least 1,000 hours of service for a Controlled
Group Member after December 31, 1993 regardless of employment classification,
except that service prior to attaining age eighteen (18) shall be counted only
with respect to a person who is an Employee on or after June 1, 2002. For
eligibility purposes, a Year of Credited Service shall also be given for the
twelve (12) month period beginning with the Employee's first day of employment
if the Employee completes at least 1,000 hours of service for a Controlled Group
Member within such twelve (12) month period. One-twelfth (1/12th) of a Year of
Credited Service shall be given for each month of


                                      -D2-
<PAGE>

service completed by a Participant in a calendar year in which the Participant
terminates employment in the event the Participant has not completed 1,000 hours
of service in such calendar year. Hours of service as a leased Employee as
defined in Section 6.20 (Provision Pursuant to Internal Revenue Code Section
414(n)) shall count for purposes of determining Credited Service for eligibility
purposes.

                  Credited Service for vesting purposes shall mean all Years of
Credited Service and fractional parts of a Year of Credited Service for vesting
purposes prior to December 31, 1993, plus all calendar years in which the
Employee completes at least 1,000 hours of service for a Controlled Group Member
after December 31, 1993 regardless of employment classification, except that
service prior to attaining age eighteen (18) shall be counted only with respect
to a person who is an Employee on or after June 1, 2002. One-twelfth (1/12th) of
a Year of Credited Service shall be given for each month of service completed by
a Participant in such a calendar year in which the Participant terminates
employment in the event the Participant has not completed 1,000 hours of service
in such calendar year. Hours of service as a leased Employee as defined in
Section 6.20 (Provision Pursuant to Internal Revenue Code Section 414(n)) shall
count for purposes of determining Credited Service for vesting purposes.

                  The period of employment shall not be deemed to be interrupted
by absence for military service, sick leave, maternity leave, vacation leave or
other leave approved in writing by the Committee which (except military service)
does not exceed twelve (12) months. Absence for military service will come
within the meaning of the provision only if the Participant is drafted, called,
or otherwise required by law to enter military service or enlisted in lieu of
being legally required to serve; and if the Participant returns to employment
within three (3) months of his release from military service. Any other
interruption of continuous employment of a Participant by the Employer shall
constitute a break in service if the Participant does not complete more than 500
hours of service during a calendar year.

                  If a former Participant is rehired by a Controlled Group
Member, the following provisions shall apply:

                  (A) If the former Participant has a one (1) year break in
      service, service before such break shall be disregarded until he has
      completed a Year of Credited Service after his return to employment with a
      Controlled Group Member.

                  (B) If the former Participant does not have a nonforfeitable
      right to a retirement benefit, years of service before a break in service
      shall be disregarded if the number of his consecutive one (1) year breaks
      in service equals or exceeds the greater of (i) 5 or (ii) the aggregate
      number of Years of Credited Service before such break in service. If any
      Years of Credited Service are not required to be taken into account by
      reason of a break in service to which this Section 1.1(5)(B) applies, such
      Years of Credited Service shall not be taken into account in applying this
      Section 1.1(5)(B) to a subsequent period of breaks in


                                      -D3-
<PAGE>

      service. In computing the aggregate number of Years of Credited Service
      prior to such break in service, such Employee shall be credited with a
      Year of Credited Service if during the first twelve (12) months of his
      employment, he completes 1,000 hours of service and shall also be credited
      with a Year of Credited Service if he completes 1,000 hours of service in
      the first Plan Year following his date of hire.

                  (C)(1) For a person who is not employed as an Employee of a
      Controlled Group Member after April 30, 2001, the following shall apply:
      If the Participant has a nonforfeitable right to a retirement benefit,
      Years of Credited Service before a break in service shall be counted for
      purposes of eligibility and vesting, but shall not be counted for purposes
      of accrual of additional benefits.

                  (2) For a person who is employed as an Employee of a
      Controlled Group Member after April 30, 2001, the following shall apply:
      If the Participant has a nonforfeitable right to a retirement benefit, (A)
      Years of Credited Service before a break in service shall be counted for
      purposes of eligibility and vesting, (B) the monthly benefit of a
      Participant who shall have had more than one period of employment with the
      Controlled Group shall be recalculated on his latest termination of
      employment from the Controlled Group based on his entire period of
      employment (and based on his Final Average Monthly Compensation, Covered
      Compensation, and Credited Service at his latest termination of employment
      with the Controlled Group). Notwithstanding the immediately preceding
      sentence, the benefit shall not be less than the Employee's benefit as of
      his immediately preceding termination of employment with the Controlled
      Group as if he had not been reemployed. Any additional amount of pension
      earned by a Participant who is reemployed by the Controlled Group after
      the Participant's reemployment shall be paid only after the Participant's
      subsequent termination of employment from the Controlled Group, except
      that if the Participant's Normal Retirement Date has occurred any such
      additional amount of pension shall, subject to all other requirements of
      the Plan applicable to the commencement, duration and form of pension
      payments, be payable for any Month, the end of which occurs after he
      attains his Normal Retirement Date. Upon the subsequent termination of
      employment with the Controlled Group by a reemployed Participant, (i) he
      shall be entitled to any additional benefits to which his period of
      reemployment may entitle him pursuant to the provisions of Article IV and
      (ii) the pension previously commenced shall continue in the same amount
      and form in effect prior to the reemployment and (I) if the prior pension
      commencement occurred prior to the Participant's Normal Retirement Date,
      any additional amount of pension payments earned by the Participant during
      the period of reemployment shall be governed by the generally applicable
      provisions of the Plan as if the Participant had then first terminated
      employment, and (II) if the prior pension commenced after the
      Participant's Normal Retirement Date, any additional amount of pension
      payments earned by the Participant during the period of reemployment shall
      be paid in the same form as the payments that were previously commenced.


                                      -D4-
<PAGE>

                  (D) (1) For a person who is not employed as an Employee of the
      Controlled Group after April 30, 2001, the following shall apply:

                  Anything in the Plan to the contrary notwithstanding, if the
      accrued benefit of a Participant who is reemployed in employment covered
      under this Schedule D was deemed distributed as of the date his employment
      terminated pursuant to Section 10.2(3) (Coverage and Participation) his
      Years of Credited Service credited to him during such period of employment
      shall be disregarded for the purpose of computing the amount of any
      pension to which he may thereafter be entitled on account of his period of
      employment covered under this Schedule D occurring after such
      reemployment; provided, however, that if such Participant is reemployed in
      employment covered under this Schedule D not later than the occurrence of
      5 consecutive 1-year breaks in service after his employment covered under
      this Schedule D terminated, such Participant shall be deemed to have
      repaid the full amount of his deemed distribution and his Years of
      Credited Service shall be recredited to him hereunder. Anything in the
      Plan to the contrary notwithstanding, if the accrued benefit of a
      Participant who is reemployed in employment covered under this Schedule D
      was distributed in a single-sum payment, his Years of Credited Service
      credited to him during such period of employment shall be disregarded for
      the purpose of computing the amount of any pension to which he may
      thereafter be entitled on account of his period of employment covered
      under this Schedule D occurring after such reemployment.

                  (2) For a person who is employed as an Employee of the
      Controlled Group after April 30, 2001, the following shall apply:

                  Anything in the Plan to the contrary notwithstanding, if the
      accrued benefit of a Participant who is reemployed in employment covered
      under this Schedule D was deemed distributed as of the date his employment
      terminated pursuant to Section 10.2(3) (Coverage and Participation), his
      Years of Credited Service credited to him during such period of employment
      shall be disregarded for the purpose of computing the amount of any
      pension to which he may thereafter be entitled on account of his period of
      employment covered under this Schedule D occurring after such
      reemployment; provided, however, that if such Participant is reemployed in
      employment covered under this Schedule D not later than the occurrence of
      5 consecutive 1-year breaks in service after his employment covered under
      this Schedule D terminated, such Participant shall be deemed to have
      repaid the full amount of his deemed distribution and his Years of
      Credited Service shall be recredited to him hereunder. Anything in the
      Plan to the contrary notwithstanding: If the accrued benefit of a
      Participant who is reemployed in employment covered under this Schedule D
      was distributed in a single-sum payment, his Years of Credited Service
      credited to him during such prior period of employment shall be recredited
      and considered in determining his monthly benefit in accordance with
      Section 1.1(5)(C). If a Participant who is reemployed has received a
      single-sum payment and receives Years of Credited Service upon
      reemployment for the period of employment for which he received the
      single-sum payment, the monthly benefit of the Participant


                                      -D5-
<PAGE>

      shall be reduced (dollar for dollar) by the monthly amount of the accrued
      benefit with respect to which the single-sum payment was made.

                  (6) Employer shall mean Williams Advanced Materials Inc.

                  (7) Years of Credited Service, Hours of Service and Breaks in
      Service:

                  (A) A Year of Credited Service (beginning after December 31,
      1993) is defined as a year in which an Employee has at least 1,000 hours
      of service within whichever of the following twelve (12) month periods is
      applicable in the context of "Year of Credited Service" at that point:

                  (i) For eligibility purposes, the year shall be measured by
      the twelve (12) month period beginning with the first day of employment,
      provided, however, that if the Employee does not have 1,000 hours of
      service in such period for determining succeeding periods, eligibility
      shall be measured by the first calendar year starting after the Employee's
      employment and succeeding calendar years.

                  (ii) For vesting and benefit accrual purposes, the Year of
      Credited Service shall be measured by the calendar year.

                  (B) An hour of service shall be credited for:

                  (i) Each hour for which an Employee is directly or indirectly
      paid or entitled to payment by a Controlled Group Member for the
      performance of services. These hours shall be credited to the Employee for
      the computation period or periods in which the services are performed; and

                  (ii) Each hour (up to a maximum of five hundred and one (501)
      hours for any single continuous period) for which an Employee is directly
      or indirectly paid or entitled to payment by a Controlled Group Member for
      reasons other than for the performance of duties, such as vacation,
      sickness, or disability. These hours shall be credited to the Employee for
      the computation period or periods in which payment is made or amounts
      payable to the Employee become due; and

                  (iii) Each hour for which back pay, irrespective of mitigation
      of damage, has been either awarded or agreed to by a Controlled Group
      Member. These hours shall be credited to the Employee for the computation
      period to which the award or agreement pertains rather than the
      computation period in which the award, agreement or payment was made. The
      number of hours to be credited and the computation period for which such
      hours shall be credited shall be determined under Title 29, CFR, Section
      2530.200b-2(b) & (c) which is hereby incorporated by reference.


                                      -D6-
<PAGE>

                  (iv) One hour of service for each hour for which an Employee
      otherwise would normally have been credited but for the absence from work
      of the Employee for any period:

                  (a) by reason of pregnancy of the Employee,

                  (b) by reason of the birth of a child of the Employee,

                  (c) by reason of the placement of a child with the Employee in
      connection with the adoption of such child by such Employee, or

                  (d) for purposes of caring for such child for a period
      beginning immediately following such birth or placement.

                  Crediting of hours of service under this Section 1.1(7)(B)(iv)
      shall be limited to a maximum of 501 hours with respect to any single
      continuous period during which the Employee performs no duties, and such
      hours shall be credited to an Employee only in the computation period in
      which the absence from work begins, if the Employee would be prevented
      from incurring a one-year break in service in such period solely because
      the period of absence is treated as hours of service, or in any case, in
      the immediately following computation period. An Employee absent from work
      for any period described in this Section 1.1(7)(B)(iv) above shall submit
      to the Committee, within 60 days of his or her return to work, a written
      statement to establish that the absence from work was for the reasons
      referred to herein and the number of days for which there was such an
      absence. Such statement shall be filed with the Committee on forms
      provided by the Committee.

                  (C) A break in service will be deemed to have occurred in any
      calendar year in which an Employee is not credited with more than five
      hundred (500) continuous hours of service.


                                      -D7-
<PAGE>

ARTICLE II. - ELIGIBILITY REQUIREMENTS FOR PARTICIPATION

                  2.1 Commencement of Participation. (1) A person who, on May
31, 2000, was a "Participant" under the Pre-2000 Restatement Plan or satisfied
the eligibility requirements of the Pre-2000 Restatement Plan, and who is an
Employee (or a Pensioner) on June 1, 2000, shall become, or shall continue to
be, a Participant under this Schedule D on June 1, 2000.

                  (2) On or after June 1, 2000 and prior to June 1, 2002, an
Employee who is not a Participant pursuant to Section 2.1(1) shall become a
Participant under this Schedule D on the first day of the month following the
date on which he satisfies the following eligibility requirements: (A) he is a
Covered Employee, (B) he has attained age 21, and (C) he has been credited with
a Year of Credited Service. On or after June 1, 2002, an Employee who is not a
Participant pursuant to Section 2.1(1) or the preceding sentence shall become a
Participant under this Schedule D on the date on which he satisfies the
following eligibility requirements: (A) he is a Covered Employee, (B) he has
attained age 21, and (C) he has been credited with a Year of Credited Service.

                  (3) If a person ceased to be a Participant under the Pre-2000
Restatement Plan prior to June 1, 2000, or ceases to be a Participant under this
Schedule D on or after June 1, 2000, and he again becomes an Employee on or
after June 1, 2000, he shall again become a Participant under this Schedule D as
of the date he so again becomes an Employee whether or not he again becomes a
Covered Employee.

                  2.2 Change in Employment Classification. Notwithstanding any
other provision of this Schedule D to the contrary, in the event a person
employed by a Controlled Group Member who is not in the class of employees who
are eligible to participate under this Schedule D becomes a member of such
class, such person's prior service with the Controlled Group Member shall be
included as Credited Service in determining his eligibility to participate and
vesting as if he had been a member of such class during such Credited Service,
such person shall be eligible to participate on the date he becomes a member of
the eligible class if he then meets the eligibility requirements, but for
benefit accrual purposes service shall be taken into account (as Credited
Service) only for periods during which he is a Participant. In the event a
Participant becomes ineligible to participate because he ceases to be in the
class of employees who are eligible to participate under this Schedule D, he
shall be eligible to participate immediately upon once again becoming a member
of such class, but service for benefit accrual purposes shall be taken into
account (as Credited Service) only for periods during which he is a Participant.


                                      -D8-
<PAGE>

ARTICLE III. - PENSION BENEFITS

                  3.1 Normal Retirement Pension. The "Normal Retirement Date" of
a Participant shall mean the later of (a) the date on which he attains age 65,
or (b) the earlier of the date the Participant has accrued five (5) Years of
Credited Service or the fifth anniversary of the date the Participant commenced
participation under this Schedule D or under the Pre-2000 Restatement Plan. A
Participant whose employment with the Controlled Group terminates for any reason
other than his death on or after his Normal Retirement Date shall be entitled to
a normal retirement pension. Such a Participant's rights to a normal retirement
pension shall be nonforfeitable on and after he reaches his Normal Retirement
Date.

                  3.2 Early Retirement Pension. A Participant who is not
entitled to a normal retirement pension under Section 3.1 and whose employment
with the Controlled Group terminates for any reason other than his death after
he has attained age fifty-five (55) and completed fifteen (15) or more Years of
Credited Service shall be entitled to an early retirement pension.

                  3.3 Deferred Vested Pension. A Participant who is not entitled
to either a normal retirement pension under Section 3.1 or an early retirement
pension under Section 3.2 and whose employment with the Controlled Group
terminates for any reason other than his death after he has completed five (5)
or more Years of Credited Service shall be entitled to a deferred vested
pension.


                                      -D9-
<PAGE>

ARTICLE IV. - AMOUNT OF BENEFIT

                  4.1 Normal Retirement Benefit. The monthly normal retirement
pension payable to a Participant entitled thereto under Section 3.1 shall be in
an amount equal to (a) plus (b), adjusted as necessary under (c):

                  (a) .75% of the Participant's Final Average Monthly
      Compensation multiplied by the Participant's Years of Credited Service,
      and

                  (b) .75% of the Participant's Final Average Monthly
      Compensation in excess of his monthly Covered Compensation multiplied by
      the Participant's Years of Credited Service; but

                  (c) Notwithstanding (a) and (b) above, if a Participant
      participated in the Pre-2000 Restatement Plan prior to January 1, 1980,
      the normal retirement benefit projected for him under this Schedule D
      shall not be less than the accrued monthly retirement benefit projected
      for him under the Pre-2000 Restatement Plan as in effect before January 1,
      1980.

                  4.2 Early Retirement Benefit. The monthly early retirement
pension payable to a Participant entitled thereto under Section 3.2 shall be
equal to the normal retirement pension benefit he had accrued in accordance with
Section 4.1, reduced for commencement thereof prior to his Normal Retirement
Date (if applicable) by 1/15th per year for the first five (5) years preceding
his Normal Retirement Date and by 1/30th per year for the second five years
preceding his Normal Retirement Date.

                  4.3 Deferred Vested Retirement Benefit. The monthly deferred
vested pension payable to a Participant entitled thereto under Section 3.3 shall
be equal to the normal retirement pension he had accrued in accordance with
Section 4.1, reduced, if the Participant is eligible for commencement thereof
prior to his Normal Retirement Date as provided in Section 5.1(b)(3), for
commencement thereof prior to his Normal Retirement Date (if applicable) by
1/15th per year for the first five (5) years preceding his Normal Retirement
Date and by 1/30th per year for the second five years preceding his Normal
Retirement Date.

                  4.4 Late Retirement Benefit. Notwithstanding Section 4.1, the
monthly benefit payable to a Participant retiring after his Normal Retirement
Date shall be not less than the normal retirement pension he had accrued under
this Schedule D in accordance with Section 4.1 up to his Normal Retirement Date
increased to the Actuarial Equivalent amount thereof to reflect the later
commencement of the payment of the monthly benefit determined in accordance with
the actuarial assumptions in effect at his Normal Retirement Date used to
convert a normal form of payment to an optional form of payment other than a
single-sum distribution.

                  4.5 Annual Compensation. (a) "Annual Compensation" shall mean
(1) for years beginning prior to January 1, 1998, the rate of annual basic
compensation paid by


                                     -D10-
<PAGE>

the Employer or, effective as of March 23, 1995 and only for those Employees
employed on or after that date, another Controlled Group Member (but only during
the period that it is a Controlled Group Member and provided that this change
shall not reduce any Employee's accrued benefit determined as of the date
immediately prior to March 23, 1995 under the provisions of the Pre-2000
Restatement Plan then in effect), to an Employee as of September 1 of each year
excluding overtime payments, bonuses and commissions, provided, however, that
with respect to a salesman, commissions paid in the calendar year immediately
preceding such September 1 shall be included in his Annual Compensation; and (2)
for years beginning on and after January 1, 1998, the rate of annual basic
compensation paid by the Employer or, effective as of March 23, 1995 and only
for those Employees employed on or after that date, another Controlled Group
Member (but only during the period that it is a Controlled Group Member and
provided that this change shall not reduce any Employee's accrued benefit
determined as of the date immediately prior to March 23, 1995 under the
provisions of the Pre-2000 Restatement Plan then in effect), to an Employee as
of September 1 of each year excluding overtime payments, bonuses and
commissions; provided, however, that with respect to a salesman, commissions
paid in the calendar year immediately preceding such September 1 shall be
included in his Annual Compensation; and, provided further, that effective as of
September 1, 1998 and only for Employees employed on or after that date,
incentive compensation paid in the 12 months immediately preceding such
September 1 pursuant to any incentive compensation plan (or any similar plan) of
any Controlled Group Member, as from time to time in effect, shall be included
in his Annual Compensation, except that incentive compensation paid prior to
January 1, 1998 shall not be included; and, provided further, that effective as
of September 1, 1998 and only for Employees employed on or after that date, an
amount that is includible in an Employee's gross income for Federal income tax
purposes, as a result of performance restricted shares granted to the Employee
under the Brush Wellman Inc. 1995 Stock Incentive Plan, as amended or the Brush
Engineered Materials Inc. 1995 Stock Incentive Plan, as amended (the "1995 Stock
Plan") being not, or no longer being, subject to a substantial risk of
forfeiture or restriction on transfer under the 1995 Stock Plan, as a result of
payment under the 1995 Stock Plan by a Controlled Group Member to the Employee
in respect of performance shares granted to the Employee under the 1995 Stock
Plan, or as a result of payment under the 1995 Stock Plan by a Controlled Group
Member to the Employee in respect of performance units granted to the Employee
under the 1995 Stock Plan, except for any such amount in respect of dividends or
other distributions or dividend equivalents or equivalents to other
distributions with respect to such performance restricted shares, performance
shares, or performance units, during the 12 months immediately preceding
September 1 of each year shall be included in his Annual Compensation, except
that any amount so includible prior to January 1, 1998 shall not be included;
provided, however, that in determining the amount of any such Annual
Compensation and the time at which any such amount is includible in gross
income, any election pursuant to Section 83(b) of the Internal Revenue Code
shall be disregarded. Annual Compensation shall not be affected by salary
reduction arrangements pursuant to Section 401(k) and/or Section 125 of the
Internal Revenue Code.

                  (b) Notwithstanding the foregoing, the annual earnings for the
period ending December 25, 1964 with respect to a Participant who was employed
by H. D. Justi &


                                     -D11-
<PAGE>

Son, Inc. immediately prior to March 17, 1964 shall be 75% of such Participant's
rate of annual earnings on March 17, 1964.

                  (c) "Final Average Monthly Compensation" shall mean (i) for a
person who is not employed as an Employee of the Controlled Group after April
30, 2001, the average of the highest five consecutive years of Annual
Compensation earned by a Participant during the ten years immediately preceding
any date on which benefits are calculated, divided by sixty or, if he has fewer
than five consecutive years of service prior to such date, the average of his
Annual Compensation for the number of his actual consecutive years of service
prior to such date, and (ii) for a person who is employed as an Employee of the
Controlled Group after April 30, 2001, the average of the highest five
consecutive years of Annual Compensation earned by a Participant preceding any
date on which benefits are calculated, divided by sixty or, if he has fewer than
five consecutive years of service prior to such date, the average of his Annual
Compensation for the number of his actual consecutive years of service prior to
such date.


                                     -D12-
<PAGE>

ARTICLE V. - PAYMENT OF RETIREMENT BENEFITS

                  5.1 Retirement Benefit Commencement Date. (a) All pension
benefits shall be payable commencing as of a Participant's "Retirement Benefit
Commencement Date" (as hereafter defined).

            (b) "Retirement Benefit Commencement Date," for a Participant who is
eligible for a pension benefit as determined under Article III, means the date
for commencement of monthly retirement income, which will be the later of the
first day of the appropriate month following the date on which the Participant
has made timely and proper application therefor (taking into account the
election period required under Section 5.4 or Section 5.4A), and whichever is
applicable of the following:

                  (1)   with respect to a normal retirement pension -- (A) in
                        the case of a Participant who commenced participation
                        under this Schedule D prior to June 1, 2002, the first
                        day of the month coinciding with or following the date
                        on which occurs the Participant's termination of
                        employment with the Controlled Group; and (B) in the
                        case of a Participant who commenced participation under
                        this Schedule D on or after June 1, 2002, the first day
                        of the month following the date on which occurs the
                        Participant's termination of employment with the
                        Controlled Group;

                  (2)   with respect to an early retirement pension, the first
                        day of the month following the date on which occurs the
                        Participant's termination of employment with the
                        Controlled Group; and

                  (3)   with respect to a deferred vested pension -- (A) if the
                        Participant has fewer than 15 Years of Credited Service
                        -- (i) in the case of a Participant who commenced
                        participation under this Schedule D prior to June 1,
                        2002, the first day of the month coinciding with or
                        following the date on which the participant attains age
                        65; and (ii) in the case of a Participant who commenced
                        participation under this Schedule D on or after June 1,
                        2002, the first day of the month following the date on
                        which the Participant attains age 65; or (B) if the
                        Participant has 15 or more Years of Credited Service,
                        the first day of the month following the date on which
                        the Participant attains age 55.

            (c) Provided that proper application therefor has been made, payment
of benefits under this Schedule D will begin not later than the sixtieth day
after the latest of the close of the Plan Year in which:

                  (1)   the date on which the Participant attains age 65, or


                                     -D13-
<PAGE>

                  (2)   the Participant's employment with the Controlled Group
                        terminates.

Provided, however, that payment of benefits shall commence no later than the
"required beginning date" specified in accordance with Section 6.14 (Provision
Pursuant to Internal Revenue Code Section 401(a)(9)).

                  5.2 Normal Method of Payment - Unmarried Participant.
Retirement benefits payable to an unmarried Participant shall be paid in monthly
installments beginning upon the Participant's Retirement Benefit Commencement
Date and terminating with the monthly payment coinciding with or next preceding
the date of death of the Participant.

                  5.3 Normal Method of Payment - Married Participant. The normal
method of payment for a married Participant shall be in the form of a joint and
survivor annuity which has the Actuarial Equivalent value of the normal
retirement pension which would be payable to him if he were an unmarried
Participant and shall provide that a reduced monthly pension will be payable to
the married Participant beginning upon the Participant's Retirement Benefit
Commencement Date, with the provision that after his death, monthly pension
payments equal to one-half (1/2) of the reduced pension would continue to be
paid to, and during the lifetime of, the Spouse of the married Participant.

                  5.4 Married Participant's Options. A married Participant may
elect pursuant to subsections (a) through (d) a different method of payment as
hereinafter provided.

                  (a) A married Participant may elect not to have his benefit
paid under the joint and survivor annuity during the election period described
in subsection (b) below by filing with the Committee such form as it may
prescribe. The consent of the Participant's Spouse shall be required for this
election, and the Spouse's consent shall acknowledge the effect of such election
and shall be witnessed by a Plan representative or a notary public. Any consent
by a Spouse under the preceding sentence shall be effective only with respect to
such Spouse.

                  Any election made by a Participant under this subsection not
to have his benefit paid under the joint and survivor annuity may be revoked in
writing during the election period. Another such election may be made during the
election period after the revocation of a prior election.

                  If a Participant elects under this subsection not to have his
benefit payable under the joint and survivor annuity, the benefit shall be paid
in the form prescribed in Section 5.2, unless the Participant elects to receive
the Actuarial Equivalent of the benefit under an option set forth in Section
5.5.

                  The above election/revocation options will also apply to the
qualified preretirement survivor annuity as described in Section 5.7 in
accordance with the election period described in Section 5.4(b).


                                     -D14-
<PAGE>

                  (b) The election period shall commence on the date on which
the Committee furnishes the Participant with the information described in
subsection (c)(i) and end on the date on which his benefit payments begin. If
the information described in subsection (c)(i) is furnished to the Participant
less than 90 days before the commencement of benefits, the election period shall
be extended to include a period of 90 days after such information is furnished
to the Participant.

                  If a Participant requests the additional information described
in subsection (c)(ii) on or before the last day of the election period, the
election period shall be extended to the extent necessary to include the 90 day
period immediately following the day the requested additional information is
personally delivered or mailed to the Participant.

                  In the case of an election to waive the qualified
preretirement survivor annuity, the election period shall begin on the first day
of the Plan Year in which the Participant attains age 35 and ends on the date of
the Participant's death.

                  In the case of a Participant who is separated from service,
the applicable election period under the paragraph above with respect to
benefits accrued before the date of such separation from service shall not begin
later than such date.

                  (c)(i) The Committee shall furnish the Participant with the
following information:

                  (A) a general description of the joint and survivor annuity,
            the circumstances under which it will be provided unless the
            Participant elects not to have his benefit paid in that form as
            provided in subsection (a), and the availability of such election;
            and

                  (B) a general explanation of the relative financial effect on
            a Participant's benefit of the election set forth in subsection (a).

                  (c)(ii) Upon the written request of a Participant filed with
the Committee during the election period, the Committee shall also furnish the
Participant with a written explanation of the terms and conditions of the joint
and survivor annuity and a computation of the financial effect on the
Participant's benefit of any election under subsection (a). No more than one
request may be made by a Participant under this provision.

                  (d) Anything herein to the contrary notwithstanding, if the
election period is extended beyond the date on which benefits are to commence,
the commencement of benefit payments to the Participant shall be delayed until
the expiration of such election period. At such time, benefits shall be paid
retroactively to the date on which they were to commence, but without interest.


                                     -D15-
<PAGE>

                  5.4A Unmarried Participant's Options. An unmarried Participant
may elect pursuant to subsections (a) through (d) a different method of payment
as hereinafter provided.

                  (a) An unmarried Participant may elect not to have his benefit
paid under the single life annuity form during the election period described in
subsection (b) below by filing with the Committee such form as it may prescribe.

                  Any election made by a Participant under this subsection not
to have his benefit paid under the single life annuity form may be revoked in
writing during the election period. Another such election may be made during the
election period after the revocation of a prior election.

                  If a Participant elects under this subsection not to have his
benefit payable under the single life annuity form, the benefit shall be paid in
the form the Participant elects under an option set forth in Section 5.5.

                  (b) The election period shall commence on the date on which
the Committee furnishes the Participant with the information described in
subsection (c)(i) and end on the date on which his benefit payments begin. If
the information described in subsection (c)(i) is furnished to the Participant
less than 90 days before the commencement of benefits, the election period shall
be extended to include a period of 90 days after such information is furnished
to the Participant.

                  If a Participant requests the additional information described
in subsection (c)(ii) on or before the last day of the election period, the
election period shall be extended to the extent necessary to include the 90 day
period immediately following the day the requested additional information is
personally delivered or mailed to the Participant.

                  (c)(i) The Committee shall furnish the Participant with the
following information:

                  (A) a general description of the single life annuity form, the
      circumstances under which it will be provided unless the Participant
      elects not to have his benefit paid in that form as provided in subsection
      (a), and the availability of such election; and

                  (B) a general explanation of the relative financial effect on
      a Participant's benefit of the election set forth in subsection (a).

(c)(ii) Upon the written request of a Participant filed with the Committee
during the election period, the Committee shall also furnish the Participant
with a written explanation of the terms and conditions of the single life
annuity form and a computation of the


                                     -D16-
<PAGE>

financial effect on the Participant's benefit of any election under subsection
(a). No more than one request may be made by a Participant under this provision.

                  (d) Anything herein to the contrary notwithstanding, if the
election period is extended beyond the date on which benefits are to commence,
the commencement of benefit payments to the Participant shall be delayed until
the expiration of such election period. At such time, benefits shall be paid
retroactively to the date on which they were to commence, but without interest.

                  5.5 Optional Forms of Payment. Optional forms of payment that
may be elected pursuant to Section 5.4 or Section 5.4A are as follows:

                  Option A. A Participant may elect to receive a reduced
retirement benefit to commence on his Retirement Benefit Commencement Date
payable monthly during his lifetime and terminating with the monthly payment
coinciding with or next preceding the date of his death with the provision that
no less than 120 monthly payments or in the alternative no less than 180 monthly
payments shall be made in any event to him and/or such provisional payee as he
may have designated, such election shall be made by written notice to the
Committee on a form to be furnished by the Committee. The reduced retirement
benefit shall be the Actuarial Equivalent of the benefit the Participant would
have received at his Retirement Benefit Commencement Date, computed in
accordance with Article IV.

                  If the Participant elects this Option and dies before his
Retirement Benefit Commencement Date, no benefit shall be payable to his
provisional payee.

                  If a Participant who continues employment with the Controlled
Group after his Normal Retirement Date dies prior to his Retirement Benefit
Commencement Date, the first installment of the retirement benefit under this
Option payable for 120 months or 180 months as the case may be shall become
payable to his provisional payee on the first day of the month coinciding with
or next following the date of death of the Participant.

                  If the provisional payee dies before the Participant's
Retirement Benefit Commencement Date, the election of this Option shall become
void unless the Participant designates a new provisional payee under this Option
A prior to his Retirement Benefit Commencement Date.

                  In the event of the death of the Participant and his
provisional payee after the Participant's Retirement Benefit Commencement Date
but before such 120 monthly payments or 180 monthly payments, as the case may
be, have been made, the commuted value of the balance shall be paid in a lump
sum to the estate of the last survivor of such Participant and provisional
payee.

                  The election of this Option A may be rescinded by the
Participant at any time prior to his Retirement Benefit Commencement Date, and
the designation of a provisional payee may be changed at any time prior to the
Participant's death.


                                     -D17-
<PAGE>

                  Option B. A Participant may elect to receive a reduced
retirement benefit to commence on his Retirement Benefit Commencement Date
payable monthly during his lifetime with payments to continue after his death in
full or at 66-2/3% or at 50% to a contingent annuitant designated by the
Participant. If the contingent annuitant designated by the Participant is a
person other than the spouse of the Participant, the election of Option B shall
be void and of no effect unless at his Retirement Benefit Commencement Date, it
is actuarially anticipated that the Participant will receive more than one-half
of the proceeds of his retirement benefits during the period of his life
expectancy. Such election shall be made by written notice to the Committee on a
form to be furnished by the Committee. The reduced retirement benefit shall be
the Actuarial Equivalent of the benefit the Participant would have received at
his Retirement Benefit Commencement Date, computed in accordance with Article
IV. Benefit payments under this Option B shall terminate with the monthly
payment coinciding with or next preceding the date of death of the survivor of
the Participant and his contingent annuitant. Notwithstanding any provisions in
this Schedule D for the monthly payment of a retirement benefit under this
Option B to a Participant or contingent annuitant, if such monthly payment is to
be less than $10 the election shall become void and of no effect.

                  If the Participant elects this Option and dies before his
Retirement Benefit Commencement Date, no benefit shall be payable to the
contingent annuitant.

                  If the contingent annuitant dies before the Participant's
Retirement Benefit Commencement Date, the election of this Option shall be void
and the Participant's retirement benefit shall be payable as if such election
had not been made. Subject to the foregoing limitations of this Option B, such
Participant may make a new election under this Option B.

                  If a Participant, who continues employment with the Controlled
Group after his Normal Retirement Date, dies prior to his Retirement Benefit
Commencement Date, the retirement benefit payable to his contingent annuitant
under this Option B shall commence on the first day of the month coinciding with
or next following the date of death of the Participant.

                  If the contingent annuitant dies after the Participant's
Normal Retirement Date and prior to his Retirement Benefit Commencement Date,
this election shall become void.

                  The election of this Option B may be rescinded by the
Participant at any time prior to his Retirement Benefit Commencement Date.

                  5.6 Small Payment Provisions. In the event that any benefit
payments under the foregoing paragraphs amount to less than $10 per month, then
such payments may be made on a quarterly, semi-annual, or annual basis as
determined by the Committee.

                  5.7 Qualified Preretirement Survivor Annuity. (a) In the event
that a Participant has elected a Joint and Survivor Annuity under the provisions
of Option B of Section 5.5 or a married Participant entitled to a Joint and
Survivor Annuity under the provisions of Section 5.3 who has not elected a
different form of benefit under Section 5.5 dies after becoming entitled to an
early retirement pension under the provisions of Section 3.2 but before


                                     -D18-
<PAGE>

his Retirement Benefit Commencement Date, his surviving Spouse shall be entitled
to receive a monthly pension in the same amount as if the Participant had
retired on the day prior to his death.

                  (b) Upon the death of a married Participant who is not
described in Section 5.7(a) and who has a vested benefit under this Schedule D
before his Retirement Benefit Commencement Date, unless an election is made
under Section 5.4, the Participant's surviving Spouse shall be entitled to
receive a monthly benefit in the form of a "qualified preretirement survivor
annuity."

                  For purposes of this subsection, the term "qualified
preretirement survivor annuity" means a survivor annuity for the life of the
surviving Spouse of the Participant if the payments to the surviving Spouse
under such annuity are not less than the amounts which would be payable as a
survivor annuity under the qualified joint and survivor annuity under Section
5.3 if

                  (i) in the case of a Participant who dies after the date on
      which the Participant attained the earliest benefit commencement age, such
      Participant had begun to receive an immediate qualified joint and survivor
      annuity on the day before the Participant's date of death, or

                  (ii) in the case of a Participant who dies on or before the
      date on which the Participant would have attained the earliest benefit
      commencement age, such Participant had -

                        (I) separated from service on the date of the death,

                        (II) survived to the earliest benefit commencement age,

                        (III) begun to receive an immediate qualified joint and
            survivor annuity at the earliest benefit commencement age, and

                        (IV) died on the day after the day on which such
            Participant would have attained the earliest benefit commencement
            age.

The earliest period for which the surviving spouse may receive a payment under
such annuity is not later than the month in which the Participant would have
attained the earliest benefit commencement age.

                  Notwithstanding the preceding, a qualified preretirement
survivor annuity will not be provided unless the Participant and Spouse have
been married throughout the one-year period ending on the date of the
Participant's death.


                                     -D19-
<PAGE>

                  (b) To the extent required by and consistent with Treasury
regulations, the Committee shall provide to each Participant a written
explanation with respect to the qualified preretirement survivor annuity
comparable to that required under Section 5.4(c).

                  (c) If part of a Participant's pension has commenced, the
qualified pre-retirement survivor annuity described in this Section 5.7 shall
not apply with respect to that part of the Participant's pension that has
commenced.

                  5.8 TEFRA Distribution Election. Notwithstanding the
provisions of Section 6.14 (Provision Pursuant to Internal Revenue Code Section
401(a)(9)), the latest permitted commencement date described in Section 6.14
shall not apply if the Participant who had accrued a benefit as of December 31,
1983 filed a written designation with the Committee of the Pre-2000 Restatement
Plan prior to January 1, 1984 electing a later commencement date. Any such
election shall specify the date upon which payment shall be made and the method
of distribution. Such election may be revoked by the Participant, by filing a
written revocation with the Committee. If after December 31, 1983 a qualified
joint and survivor annuity is effective which is inconsistent with the elected
commencement date or elected distribution method, it will be deemed to be an
automatic revocation of such election.