GEHL COMPANY


                           RETIREMENT INCOME PLAN "B"




                  As Amended and Restated as of January 1, 2001



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                                  GEHL COMPANY
                           RETIREMENT INCOME PLAN "B"


                                      INDEX


                                                                            Page

ARTICLE I. PURPOSE.............................................................1

ARTICLE II. DEFINITIONS AND CONSTRUCTION.......................................2
         Section 2.01.  Definitions............................................2
         Section 2.02.  Construction...........................................4

ARTICLE III. PARTICIPATION AND SERVICE.........................................5
         Section 3.01.  Participation..........................................5
         Section 3.02.  Benefit Accrual Service................................5
         Section 3.03.  Vesting Service........................................5
         Section 3.04.  Break in Service.......................................6
         Section 3.05.  Hour of Service........................................6
         Section 3.06.  Transfer of Employment.................................7
         Section 3.07.  USERRA.................................................7

ARTICLE IV. REQUIREMENTS FOR RETIREMENT BENEFITS...............................8
         Section 4.01.  Normal Retirement......................................8
         Section 4.02.  Early Retirement.......................................8
         Section 4.03.  Disability Retirement..................................8
         Section 4.04.  Deferred Vested Pension................................9
         Section 4.05.  Pre-Retirement Surviving Spouse Annuity Pension........9

ARTICLE V. BENEFIT ACCRUAL; AMOUNT OF BENEFIT.................................10
         Section 5.01.  Benefit Accrual.......................................10
         Section 5.02.  Normal Retirement Pension.............................10
         Section 5.03.  Deferred Retirement Pension...........................10
         Section 5.04.  Early Retirement Pension..............................10
         Section 5.05.  Deferred Vested Pension...............................11
         Section 5.06.  Pre-Retirement Surviving Spouse Annuity Pension.......11
         Section 5.07.  Disability Pension....................................11
         Section 5.08.  Small Pension Payments................................11
         Section 5.09.  Actuarial Equivalents.................................12

ARTICLE VI. MANNER AND FORM OF PAYMENT AND OPTIONAL BENEFITS..................13
         Section 6.01.  Participant's Retirement Benefit......................13
         Section 6.02.  Eligible Spouse Benefit...............................13
         Section 6.03.  Life Annuity..........................................13
         Section 6.04.  Joint and Survivor Life Annuity.......................13


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         Section 6.05.  Period Certain Life Annuity...........................13
         Section 6.06.  Annuity Election Conditions...........................14
         Section 6.07.  Disability Pension....................................14
         Section 6.08.  Beneficiary Designations..............................14
         Section 6.09.  Reemployment After Termination of Employment..........15
         Section 6.10.  Direct Transfer of Eligible Rollover Distributions....16

ARTICLE VII. PLAN FINANCING:  CONTRIBUTIONS AND FUNDING.......................17
         Section 7.01.  Purpose of Funding....................................17
         Section 7.02.  Contributions.........................................17
         Section 7.03.  Management Form.......................................17

ARTICLE VIII. ADMINISTRATION..................................................18
         Section 8.01.  Allocation of Responsibility Among Fiduciaries
                        for Plan Administration...............................18
         Section 8.02.  Appointment of Committee..............................18
         Section 8.03.  Claims Procedure......................................18
         Section 8.04.  Records and Reports...................................19
         Section 8.05.  Other Committee Powers and Duties.....................19
         Section 8.06.  Rules and Decisions...................................19
         Section 8.07.  Committee Procedures..................................20
         Section 8.08.  Authorization of Benefit Payments.....................20
         Section 8.09.  Application and Forms for Pension.....................20
         Section 8.10.  Facility of Payment...................................20

ARTICLE IX. AMENDMENT AND TERMINATION OF THE PLAN.............................21
         Section 9.01.  Amendment of the Plan.................................21
         Section 9.02.  Termination of the Plan...............................21
         Section 9.03.  Allocation of Assets Upon Plan Termination............21
         Section 9.04.  Merger or Consolidation...............................21

ARTICLE X. MISCELLANEOUS PROVISIONS...........................................22
         Section 10.01. Evidence of Survival..................................22
         Section 10.02. Misstated Information.................................22
         Section 10.03. Action by Company.....................................22
         Section 10.04. Nonguarantee of Employment............................22
         Section 10.05. Rights of Plan Assets.................................22
         Section 10.06. Non-alienation of Benefits............................22
         Section 10.07. Notice of Change of Address...........................23
         Section 10.08. Canadian Law..........................................23
         Section 10.09. Top-Heavy Restrictions................................23
         Section 10.10. Maximum Benefit.......................................24
         Section 10.11. Limitations on Benefits for Highly-Compensated
                        Employees.............................................25
         Section 10.12. Retroactive Effective Date............................25
         Section 10.13. Prospective Effective Dates...........................25

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                               ARTICLE I. PURPOSE


          Effective as of May 1, 1957, GEHL COMPANY, a Wisconsin corporation
with its principal place of business located in West Bend, Wisconsin, adopted
the GEHL COMPANY RETIREMENT INCOME PLAN "B" to provide retirement benefits for
eligible employees.

          The Plan was subsequently restated as of May 1, 1976, January 1, 1984,
January 1, 1989, January 1, 1991, and December 16, 1994, and amended various
times. This restatement is effective January 1, 2001.

          The Plan is intended to meet the requirements of Sections 401(a) and
501(a) of the Internal Revenue Code of 1986, as amended (the "Code").

          The provisions of this Plan shall apply only to an employee who
terminates employment on or after the Effective Date except as otherwise
provided. The rights and benefits, if any, of a former employee shall be
determined in accordance with the prior provisions of the Plan in effect on the
date his employment terminated.

          The cost of the Plan shall be paid entirely by the Company. The
benefits provided under the Plan are in addition to the benefits one shall
receive from Social Security.


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                    ARTICLE II. DEFINITIONS AND CONSTRUCTION


          Section 2.01. Definitions. Where the following words and phrases
appear in this Plan, they shall have the respective meanings set forth below,
unless the context clearly indicates to the contrary:

          (a) Accrued Benefit: The amount determined in accordance with Section
5.01 for Retirement at Normal Retirement Date.

          (b) Actuary: The individual actuary or firm of actuaries selected by
the Committee to provide actuarial services in connection with the
administration of the Plan.

          (c) Authorized Leave of Absence: Any absence authorized by the Company
under the Company's standard personnel practices, provided that all persons
under similar circumstances must be treated alike in the granting of such
Authorized Leaves of Absence, and provided further that the Participant returns
within the period specified in the Authorized Leave of Absence.

          (d) Average Monthly Compensation: One-sixtieth (1/60th) of a
Participant's Compensation received from the Company for the highest five (5)
consecutive calendar years within the last ten (10) calendar years preceding the
date of his termination of employment with the Company. For any period of
authorized absence, an Employee shall be deemed to have received Compensation at
the rate in effect immediately preceding such absence.

          (e) Beneficiary: The person entitled to receive any benefits upon the
death of a Participant.

          (f) Benefit Accrual Service: The period of a Participant's employment
considered in determining the amount of benefit payable to or on behalf of a
Participant in accordance with Section 3.02.

          (g) Board: The Board of Directors of Gehl Company.

          (h) Committee: The persons appointed under the provisions of Article
VIII to administer the Plan.

          (i) Company: Gehl Company, a Wisconsin corporation, and any successors
and assigns thereto, and any member of a controlled group of corporations, a
group of trades or businesses under common control or an affiliated service
group member as defined in Code Sections 414(b), (c) and (m) that includes Gehl
Company, but only while such corporation is in such controlled group.

          (j) Compensation: An Employee's basic wages or salary from the Company
before deductions, including any salary reduction deferrals pursuant to a cash
or deferred arrangement or a cafeteria plan pursuant to Internal Revenue Code
Sections 401(k) or 125, but exclusive of bonuses, overtime, long-term disability
benefits or other additional compensation as determined in accordance with
uniform rules, regulations and standards as may be prescribed by


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the Company; provided, however, that in the case of a salary-plus-commission
Employee, the term "compensation" shall mean seventy-five percent (75%) of such
Employee's aggregate guaranteed salary and commission from the Company.

          The maximum annual compensation taken into account hereunder for
purposes of calculating any Participant's accrued benefit (including the right
to any optional benefit) and for all other purposes under the Plan shall be
$170,000 (or such higher amount permitted pursuant to Code Section 401(a)(17)).

          (k) Deferred Retirement Date: The first day of the month after the
Normal Retirement Date coinciding with or next following the date a Participant
actually retires from employment with the Company.

          (l) Disability: A physical or mental condition which totally and
presumably permanently prevents a Participant from engaging in any substantially
gainful activity as determined in accordance with the provisions of Section
4.03.

          (m) Early Retirement Date: The first day of any month before his
Normal Retirement Date in which a Participant elects to retire, provided he has
completed five (5) years of Vesting Service and has attained his 55th birthday.

          (n) Effective Date: January 1, 2001, the date on which the provisions
of this amended and restated Plan became effective.

          (o) Eligible Spouse: The person to whom a Participant is legally
married on the date his benefits hereunder commence, or if benefits have not
previously commenced, the person to whom the Participant is legally married at
his date of death and has been so married during the 12-month period immediately
preceding his date of death.

          (p) Employee: Any person who:

               (i)  is employed on other than a temporary basis;

               (ii) is receiving remuneration for personal services rendered to
                    the Company (or would be receiving such remuneration except
                    for an Authorized Leave of Absence) and is not covered under
                    any other defined benefit retirement plan qualified under
                    the Internal Revenue Code to which the Company contributes;
                    and

               (iii) is either employed (A) in Canada by Gehl Company, (B) at
                    the West Bend, Wisconsin facility by Gehl Company, (C) at
                    the Madison, South Dakota facility by Gehl Company and as of
                    December 31, 1989 was employed in a salaried position exempt
                    from the Fair Labor Standards Act at that facility, or (D)
                    with respect to Tom Jaster, Ron Grimstad and Craig Hanmann,
                    by Compact Equipment Attachments, Inc. as a result of a
                    transfer from Gehl Company.


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Persons working at Company facilities which are acquired or otherwise made
operational after the Effective Date shall become Employees only upon specific
action of the Board. A person who is a "leased employee" within the meaning of
Code Section 414(n) and (o) shall not be eligible to participate in the Plan,
but in the event such a person was participating or subsequently becomes
eligible to participate herein, credit shall be given for the person's service
as a leased employee toward completion of the Plan's eligibility and vesting
requirements, including any service for a member of the controlled group or
affiliated service group, if applicable. An individual shall be considered an
employee for purposes of the Plan on any day only if that individual is
currently classified by the Company as a common law employee on that day,
regardless of whether that individual was so classified on any other day or in
the future is retroactively reclassified as a common law employee effective on
the applicable day.

          (q) ERISA: Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as amended from time to time.

          (r) Fund: The assets held under the Plan by the Trustee.

          (s) Normal Retirement Date: The first day of the calendar month
coincident with or immediately following the Participant's 65th birthday.

          (t) Participant: An Employee participating in the Plan in accordance
with the provisions of Section 3.01.

          (u) Plan: Gehl Company Retirement Income Plan "B," the Plan set forth
herein, as amended from time to time.

          (v) Plan Year: The 12-month period commencing on January 1 and ending
on December 31.

          (w) Retirement: Termination of employment for reason other than death
after a Participant has fulfilled all requirements for a Normal, Early or
Disability Retirement Pension. Retirement shall be considered as commencing on
the day immediately following a Participant's last day of employment (or
Authorized Leave of Absence, if later).

          (x) Trustee: Marshall & Ilsley Trust Company or any other duly
appointed successor trustee.

          (y) Vesting Service: The period of a Participant's employment
considered in the determination of his eligibility for benefits under the Plan,
in accordance with Section 3.03.

          Section 2.02. Construction. The masculine gender, where appearing in
the Plan, shall be deemed to include the feminine gender, and the singular may
include the plural, unless the context clearly indicates to the contrary. The
words "hereof," "herein," "hereunder" and other similar compounds of the word
"here" shall mean and refer to the entire Plan, not to any particular provision
or section.


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                     ARTICLE III. PARTICIPATION AND SERVICE


          Section 3.01. Participation. Each Employee shall become a Participant
in the Plan as follows:

          (a) Any Employee included under the prior provisions of the Plan as of
the Effective Date shall continue to participate in accordance with the
provisions of this amended and restated Plan.

          (b) The participation of any other eligible Employee shall commence on
his date of employment.

          After a Break in Service, the provisions of Section 3.04 shall be
applicable.

          Section 3.02. Benefit Accrual Service. A Participant shall receive
credit for a full year Benefit Accrual Service, or fraction thereof, based on
the Months of Service completed during each Plan Year in accordance with the
following schedule:

                   Months of Service    Benefit Accrual Service
                   -----------------    -----------------------

                          12                     1 year
                          11                 9/10 of a year
                          10                 8/10 of a year
                          09                 8/10 of a year
                           8                 7/10 of a year
                           7                 6/10 of a year
                           6                 5/10 of a year
                           5                 4/10 of a year
                           4                 3/10 of a year
                           3                 2/10 of a year
                           2                 2/10 of a year
                           1                 1/10 of a year

          Years of Benefit Accrual Service shall be the sum of each year of
Benefit Accrual Service not forfeited due to a Break in Service in accordance
with Section 3.04. For all purposes of the Plan, a Month of Service is credited
for any calendar month in which a Participant completes at least one (1) Hour of
Service.

          Section 3.03. Vesting Service. (a) Prior to May 1, 1976, an Employee
shall be credited with "Continuous Service" in accordance with the terms of the
Plan in effect on April 30, 1976.

          (b) For service after May 1, 1976, the following schedule shall apply
based on the number of hours credited during the Plan Year:


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                   Months of Service         Vesting Service
                   -----------------         ---------------

                           6                      1 year
                           5                  4/10 of a year
                           4                  3/10 of a year
                           3                  2/10 of a year
                           2                  2/10 of a year
                           1                  1/10 of a year

          For all purposes of the Plan, a Month of Service is credited for any
calendar month in which a Participant completes at least one (1) Hour of
Service. In crediting years of service, the Plan shall take into account service
with any member of a controlled group of corporations, a group of trades or
businesses under common control or an affiliated service group member as defined
in Code Sections 414(b), (c) and (m) that includes the Company.

          (c) Years of Vesting Service shall be the sum of each year of Vesting
Service not forfeited due to a Break in Service in accordance with Section 3.04.

          Section 3.04. Break in Service. A one (1) year Break in Service occurs
when a Participant does not complete any Hours of Service during a Plan Year.
However, a one (1) year Break in Service shall not occur during periods of
military service or an Authorized Leave of Absence during which the Employee's
rights were covered by law. A six (6) year Break in Service occurs when a
Participant incurs six (6) one year Breaks in Service consecutively.

          Prior to January 1, 1985, if an Employee incurs a one year Break in
Service before he completes ten (10) years of Vesting Service, and the number of
consecutive one year Breaks in Service equals or exceeds his years of Vesting
Service prior to such Break in Service, he shall be treated upon reemployment as
a new Employee for all purposes of the Plan. Any Employee whose Vesting Service
had not been canceled pursuant to such rule as of December 31, 1984, shall only
be treated as a new Employee upon reemployment if he incurs a six (6) year Break
in Service before he completes ten (10) years of Vesting Service and the number
of consecutive one year Breaks in Service equals or exceeds the sum of one (1)
plus his years of Vesting Service prior to such Break in Service. Any Employee
whose Vesting Service had not been canceled as of December 31, 1988 and who has
one (1) Hour of Service on or after January 1, 1989, shall only be treated as a
new Employee upon reemployment if he incurs a six (6) year Break in Service
before he completes five (5) years of Vesting Service.

          For purposes of crediting an Employee's service for vesting prior to
May 1, 1976, termination of employment shall be considered a Break in Service
which caused the Employee to lose all non-vested credit under the Plan and be
treated as a new Employee upon rehire.

          Section 3.05. Hour of Service. For purposes of this Plan, an Employee
shall receive credit for an Hour of Service for each hour the Employee is
directly or indirectly paid or entitled to payment by the Company including any
hour for which back pay is awarded irrespective of mitigation of damages;
provided, however, for any single continuous period during which no work is
performed, no credit shall be given for any hours in excess of five hundred one
(501). Any Participant, however, with a compensable injury will be credited for


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time lost from work for a maximum of eighteen (18) months. In determining the
number of hours for which no work was performed, the method of determination
shall be in accordance with the Department of Labor Regulation, Section
2530.200b-2(b) and (c).

          Section 3.06. Transfer of Employment. (a) In the event an individual
employed by the Company and covered by Gehl Company Retirement Income Plan "A"
transfers after May 1, 1980 into the status of an Employee for a period of at
least one (1) year, as defined in Section 2.01(p) hereof, such Employee shall
commence participation in this Plan as of the date of transfer. For any such
individual who remains in the status of an Employee, his Benefit Accrual Service
under Section 3.02, Vesting Service under Section 3.03, and Compensation under
Section 2.01(j) shall be calculated including all years of his employment with
the Company both before and after the date of transfer, subject, however, to an
offset under Section 5.01 hereof for the value of any monthly benefit payable
under any other qualified defined benefit pension plan sponsored by the Company
for service counted hereunder.

          (b) In the event an individual employed by the Company but not covered
by Plan "A" transfers after December 31, 1988 into the status of an Employee,
such Employee shall commence participation in this Plan as of the date of
transfer. For any such individual, his Benefit Accrual Service under Section
3.02 and Compensation under Section 2.01(j) shall be calculated from the date of
transfer, but Vesting Service under Section 3.03 shall include all years of his
employment with the Company.

          (c) In the event that a Participant herein transfers after May 1,
1980, his employment with the Company to a status not covered by Section 2.01(p)
hereof, his Accrued Benefit as defined in Section 2.01(a) shall be frozen as of
the date of transfer out of the status of an Employee. Vesting Service under
Section 3.03 shall continue to be credited after the date of transfer pursuant
to the rules of Section 3.03. As soon as administratively feasible following
each Plan Year end, the assets and liabilities for any frozen Accrued Benefit of
a Participant, who is covered under another defined benefit pension plan
sponsored by the Company, shall be transferred to such pension plan to the
extent that no more than a pro rata share of excess plan assets would be
required to be transferred as determined by the Actuary.

          Section 3.07. USERRA. Notwithstanding any provision of the Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u).


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                ARTICLE IV. REQUIREMENTS FOR RETIREMENT BENEFITS


          Section 4.01. Normal Retirement. A Participant shall be eligible for a
Normal Retirement Pension if his employment is terminated on or after his
attainment of age 65. Payment of a Normal Retirement Pension shall commence as
of the first day of the month coinciding with or next following the date of
Retirement. Notwithstanding the foregoing, for a Participant attaining age 70
1/2 in 2000 or 2001, the Participant's vested pension benefits shall commence in
the discretion of the Participant (i) not later than the April 1 of the calendar
year following the calendar year in which the Participant attains age 70 1/2 or
(ii) after Retirement. In the case of an active Participant who attains age 70
1/2 after December 31, 2001 and who is not a five percent (5%) owner (as defined
in Code Section 416), distribution of benefits shall not commence until the
calendar month following the calendar month in which the Participant retires,
and in either case of a delayed payment, such delayed benefits shall be
increased to the actuarial equivalent (as defined in Section 5.09) to reflect
the delayed payment after age 70 1/2. For a Participant who is a five percent
(5%) owner, benefits shall be paid or commence no later than the April 1 after
the end of the calendar year in which the Participant attains age 70 1/2, even
if the Participant is still employed. Any benefits during employment shall be
calculated initially as of the initial commencement date and recalculated
annually during continued employment. The benefit resulting from any such
recalculation shall be the greater of the monthly benefit from the preceding
year or the recalculated benefit minus the actuarial equivalent (as defined in
Section 5.09) of the benefits distributed to the Participant in prior years.

          Section 4.02. Early Retirement. A Participant shall be eligible for an
Early Retirement Pension if his employment is terminated on or after his 55th
birthday and after he has completed five (5) or more years of Vesting Service.
Payment of an Early Retirement Pension shall commence as of the Participant's
Normal Retirement Date. However, if a Participant requests the Committee to
authorize the commencement of his Early Retirement Pension as of the first day
of the month coinciding with or next following his Retirement, or as of the
first day of any subsequent month which precedes his Normal Retirement Date, his
Pension shall commence as of the beginning of the month so requested, but the
amount thereof shall be reduced as provided in Section 5.04.

          Section 4.03. Disability Retirement. A Participant shall be eligible
for a Disability Retirement Pension if his employment is terminated by reason of
Disability after he (a) has completed five (5) or more years of Vesting Service,
(b) has not attained age 65 and (c) has been disabled for a period of six
consecutive months. Payment of a Disability Retirement Pension shall commence as
of the first day of the 7th month coinciding with or next following the date
employment terminates by reason of Disability.

          "Disability" under the Plan shall mean a physical or mental condition
which totally and presumably permanently prevents a Participant from engaging in
any substantially gainful activity, based on a medical examination by a doctor
or clinic appointed by the Committee.

          Notwithstanding any other provision of this section, no Participant
shall qualify for a Disability Retirement Pension if the Committee determines
that his Disability results from


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(a) an injury suffered while engaged in a felonious or criminal act or
enterprise or (b) service in the armed forces of the United States which
entitles the Participant to a veteran's disability pension; but this provision
shall not prevent the Participant from qualifying for a Pension under another
provision of the Plan.

          Disability shall be considered to have ended and entitlement to a
Disability Retirement Pension shall cease if, prior to his Normal Retirement
Date, the Participant (a) is reemployed by the Company, (b) engages in any
substantially gainful activity, except for such employment as is found by the
Committee to be for the primary purpose of rehabilitation or not incompatible
with a finding of total and permanent disability, or (c) has sufficiently
recovered, in the opinion of the Committee based on a medical examination by a
doctor or clinic appointed by the Committee, to be able to engage in regular
employment with the Company and refuses an offer of employment of the Company,
or (d) refuses to undergo any medical examination requested by the Committee,
provided that a medical examination shall not be required more frequently than
twice in any calendar year. If entitlement to a Disability Retirement Pension
ceases in accordance with the provisions of this paragraph, such a Participant
shall not be prevented from qualifying for a Pension under another provision of
the Plan based on his Vesting and Benefit Accrual Service prior to Disability
Retirement, and the Disability Pension payments received shall be disregarded.

          Section 4.04. Deferred Vested Pension. Effective for Participants who
complete at least one Hour of Service on or after January 1, 1989, a Participant
shall be eligible for a Deferred Vested Pension in accordance with the
provisions of Section 5.05 if his employment is terminated before death or
Retirement after he has completed at least five (5) years of Vesting Service.

          Section 4.05. Pre-Retirement Surviving Spouse Annuity Pension. If (i)
an active Participant with five (5) years of Vesting Service, (ii) a Participant
who terminated from employment with the Company on or after August 23, 1984 and
before January 1, 1989 with ten (10) years of Vesting Service or (iii) a
Participant who terminated from employment with the Company on or after January
1, 1989 and is eligible for a deferred vested benefit pursuant to Section 4.04,
dies prior to commencement of retirement benefits, his Eligible Spouse, if any,
will be entitled to a Pre-Retirement Surviving Spouse Annuity Benefit.



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                 ARTICLE V. BENEFIT ACCRUAL; AMOUNT OF BENEFIT


          Section 5.01. Benefit Accrual. The accrued monthly benefit of a
Participant terminating employment on or after January 1, 1996, commencing on
his Normal Retirement Date shall be equal to the greater of either paragraph (a)
or (b) following:

          (a) One percent (1%) of his Average Monthly Compensation multiplied by
the number of years (including fractions of a year to the nearest one-tenth) of
his Benefit Accrual Service, to a maximum of thirty-five (35) years.

          (b) Twenty-two dollars ($22.00) per month multiplied by the number of
years (including fractions of a year to the nearest one-tenth) of his Benefit
Accrual Service.

          (c) Notwithstanding any other provision herein to the contrary, the
accrued benefit, including early retirement supplements, of a Participant shall
not be less than the amount accrued as of the day preceding the Plan Year
beginning in 1989.

          Section 5.02. Normal Retirement Pension. Subject to the following
paragraph, a Participant's Normal Retirement Benefit shall be the amount
determined in either (a) or (b).

          (a) A Participant who retires on the Life Annuity form described in
Section 6.03 shall receive a monthly benefit equal to the total benefit accrued
in Section 5.01.

          (b) A Participant who retires on a form of annuity other than the Life
Annuity form shall receive a monthly benefit equal to the amount determined in
Section 5.01 reduced to the actuarial equivalent in accordance with Section
5.09.

          Section 5.03. Deferred Retirement Pension. A Participant's Deferred
Retirement Benefit shall be computed as in 5.02 above, subject to the actuarial
increase requirement for benefits delayed beyond age 70 1/2 pursuant to Section
4.01.

          Section 5.04. Early Retirement Pension. A Participant who elects to
retire at an Early Retirement Date shall receive a monthly pension equal to the
amount of his Normal Retirement Pension, reduced in accordance with the
applicable schedule below if benefits commence prior to the Normal Retirement
Date.

              Employee's Nearest
                Age at Benefit             Percentage to Apply to Normal
                 Commencement          Retirement Pension Otherwise Payable

                      65                              100.0%
                      64                               95.0%
                      63                               90.0%
                      62                               85.0%
                      61                               80.0%


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              Employee's Nearest
                Age at Benefit             Percentage to Apply to Normal
                 Commencement          Retirement Pension Otherwise Payable

                      60                               75.0%
                      59                               70.0%
                      58                               65.0%
                      57                               60.0%
                      56                               55.0%
                      55                               50.0%

          Section 5.05. Deferred Vested Pension. The amount of a Participant's
Deferred Vested Pension, commencing as of his Normal Retirement Date, shall be
computed in accordance with Section 5.02 above. A Participant may elect pursuant
to rules established by the Committee to receive his Deferred Vested Pension at
any time after his attainment of age fifty-five (55), subject to the appropriate
reductions described in Section 5.04 above.

          Section 5.06. Pre-Retirement Surviving Spouse Annuity Pension. The
Pre-Retirement Surviving Spouse Annuity Pension payable to a Participant's
Eligible Spouse shall be equal to the amount which would have been payable to
the Eligible Spouse had the Participant (i) ceased earning Benefit Accrual
Service and Compensation, (ii) commenced a retirement benefit at the later of
his death or the day he would have been fifty-five (55) having elected Option
"B" of the Joint and Survivor Life Annuity described in Section 6.04 with his
Eligible Spouse as the joint annuitant, and (iii) died the next day.

          The benefit shall commence to the Eligible Spouse on the first day of
the month next following the later of (i) the Participant's death or (ii) the
earlier of (A) the day he would have been fifty-five (55) (if he completed five
(5) years of service prior to his death) or (B) the day he would have been
sixty-five (65), and end with the payment due on the first day of the month in
which the Eligible Spouse dies. If applicable, the eligible spouse may elect to
defer commencement of such benefit until a date between the two dates in item
(ii) above, subject to adjustment for the later commencement in accordance with
the terms of Section 5.04 above.

          Section 5.07. Disability Pension. A Participant who becomes totally
and permanently disabled shall be entitled at his Disability Retirement Date to
a monthly benefit of $150 (One Hundred Fifty Dollars). If an Employee who is
receiving disability benefits attains age sixty-five (65), he shall then
receive, in lieu of a disability benefit, an amount equal to the amount which
would have been payable as a normal retirement benefit if he had attained his
sixty-fifth birthday on the date his permanent disability commenced. A
Participant may elect, pursuant to rules established by the Committee, to
receive his Normal Retirement Pension in lieu of a Disability Pension at any
time after his attainment of age fifty-five (55), subject to the appropriate
reductions described in Section 5.04 above.

          Section 5.08. Small Pension Payments. In the case of any retirement or
death benefit with an actuarial equivalent (determined under Section 5.09) which
does not exceed $5,000, the Trustee shall pay such benefit in lump sum as soon
as practicable after the end of the Plan Year in which occurs the Participant's
termination of employment. A Participant whose


                                       11
<PAGE>

vested benefit has been distributed or who has no vested interest shall be
deemed cashed out from the Plan. No such single sum settlement shall be
available to an Ontario, Canada Employee.

          Section 5.09. Actuarial Equivalents. "Actuarial equivalent" means a
benefit of equivalent value calculated using the following interest and
mortality rates:

          (a) Except as otherwise provided herein, for purposes of converting
from one periodic form of payment to another, the interest rate shall be seven
and one-half percent (7-1/2%) per annum compounded annually and the mortality
rate shall be based on the 1971 Group Annuity Mortality Table for Males; and

          (b) For purposes of converting from a periodic form of payment to a
lump sum form of payment under Section 5.08 or 10.06 hereof, the present value
shall be based upon the 1983 Group Mortality Table blended 50% male and 50%
female and using an interest rate equal to the annual yield on 30-year Treasury
securities for the month of November preceding the Plan Year in which the
distribution occurs. With respect to any distributions during the period January
1, 2000 until the date of adoption of this restatement, the calculation of the
lump sum small benefit cash out amount shall be based on the greater of the
benefit determined using the "GATT rates" in the foregoing sentence or the PBGC
rates reflected in the prior document.



                                       12
<PAGE>
          ARTICLE VI. MANNER AND FORM OF PAYMENT AND OPTIONAL BENEFITS


          Section 6.01. Participant's Retirement Benefit. A Participant's
Retirement Pension or Deferred Vested Pension shall, except as provided under
Sections 5.04, 5.05, 5.07 or 5.08, be payable in a form of annuity commencing as
of the first day of the month coinciding with or next following the
Participant's attainment of age sixty-five (65) or termination of employment,
whichever is later, subject to the requirements of Section 4.01.

          Section 6.02. Eligible Spouse Benefit. A Participant who has an
Eligible Spouse at his benefit commencement date shall be deemed to have
automatically elected to have his Pension paid pursuant to Option "B" of the
Joint and Survivor Life Annuity under Section 6.04 with his Eligible Spouse as
the joint annuitant. Prior to his benefit commencement date, a Participant,
after first receiving a written explanation of the terms and conditions of
Option "B", may elect to rescind the automatic election. Subject to the
conditions and restrictions of Section 6.06, such Participant may elect to have
his benefit paid in accordance with a form of annuity cited in Sections 6.03,
6.04 or 6.05, each of which shall be actuarially equivalent to the Life Annuity
form determined pursuant to Section 5.09. Any election under this Section will
be deemed invalid unless either (i) the Participant's Eligible Spouse has
executed the election form and has acknowledged the effect of the waiver and
such consent is witnessed by a notary public or a Plan representative appointed
by the Committee or (ii) the Participant has demonstrated to the Committee that
he has no spouse of whom consent is required, his spouse cannot be located or he
is excused because of other circumstances approved in federal regulations.

          Section 6.03. Life Annuity. Life Annuity form provides for monthly
payments to the Participant continuing to the last day of the month in which his
death occurs.

          Section 6.04. Joint and Survivor Life Annuity. Joint and Survivor Life
Annuity form provides for reduced monthly payments during the lifetime of the
Participant and ending after the payment for the last day of the month in which
the survivor of the Participant and his joint annuitant dies. The monthly
payments shall be made in accordance with one of the following options.

          Option "A" - a monthly Pension payable during the lifetime of the
Participant and following his death such monthly Pension payable to his
surviving annuitant for the annuitant's lifetime.

          Option "B" - a monthly Pension payable during the lifetime of the
Participant and upon his death 50% of such monthly Pension payable to his
surviving annuitant for the annuitant's lifetime.

          Section 6.05. Period Certain Life Annuity. Period Certain Life Annuity
form provides for reduced monthly payments continuing to the first day of the
month in which the Participant's death occurs or the end of the certain period
(60 to 120 months, whichever duration is elected), whichever is later. If the
Participant dies before the end of the certain period, payments in the same
amount shall be continued to his Beneficiary to the end of such period.


                                       13
<PAGE>

          Section 6.06. Annuity Election Conditions. The following conditions
and restrictions are applicable to the election of a form of annuity.

          (a) A Participant shall make his election on a form provided by the
Committee or its designee. At least 30 days but no more than 90 days before the
annuity starting date (and consistent with any regulations prescribed by the
Secretary of the Treasury), each Participant shall be provided with a written
explanation of the joint and survivor features. Notwithstanding the foregoing,
the Committee may provide the written explanation within 30 days of the annuity
starting date, provided that (i) the Participant affirmatively elects the form
of distribution with spouse consent, if applicable, (ii) the Participant and
spouse, if any, waive the 30-day period, and (iii) the benefit does not commence
until more than 7 days after the explanation is provided.

          (b) An election must be filed with the Committee or its designee
during the 90-day period prior to the Participant's benefit commencement date.

          (c) Any election previously made may be changed as provided herein
prior to the expiration of the 90-day period referenced in paragraph (b) above
by notifying the Committee in writing and fulfilling the applicable Plan
requirements.

          (d) Except as provided in the last sentence of Section 6.04, if a
Participant has elected the Joint and Survivor Life Annuity and either the
Participant or his joint annuitant dies before his benefit commencement date,
the election will be canceled.

          (e) The provisions of the Plan are intended to comply with Code
Section 401(a)(9) which prescribes certain rules regarding minimum distributions
and requires that death benefits be incidental to retirement benefits. All
distributions under the Plan shall be made in conformance with Section 401(a)(9)
and the regulations thereunder which are incorporated herein by reference. The
provisions of the Plan governing distributions are intended to apply in lieu of
any default provisions prescribed in regulations; provided, however, that Code
Section 401(a)(9) and the regulations thereunder override any Plan provisions
inconsistent with such Code Section and regulations.

          Section 6.07. Disability Pension. A Participant who retires at his
Disability Retirement Date shall receive monthly payments beginning on such
Retirement Date and ending on the earliest of his Early Retirement Date, his
Normal Retirement Date, his recovery from Disability or his death. If a
Participant remains disabled until his Normal Retirement Date, or he elects an
Early Retirement Date pursuant to Section 4.02, he shall at such Retirement Date
begin to receive annuity payments as described in this Article. These benefits
shall not be cumulative and the benefit commencement date for Retirement Pension
shall be the day after Disability Pension ceases.

          Section 6.08. Beneficiary Designations. Subject to the spouse consent
requirements in Section 6.02, each Participant who has elected a Joint and
Survivor or Period Certain Life Annuity Option shall have the right at any time
prior to Retirement (and thereafter with respect to the Period Certain Life
Annuity Option) to designate, and rescind or change any designation of, a joint
annuitant or a primary and a contingent Beneficiary or Beneficiaries to


                                       14
<PAGE>

receive a Pension in the event of his death. If there is no designated
Beneficiary alive when a Period Certain benefit becomes payable, the Pension
shall be paid to the estate of the last to die of the Participant and his
designated Beneficiaries. Under the Period Certain form, if a primary
Beneficiary dies before receiving the Pension benefits to which he is entitled,
the balance of such payments shall be paid to the contingent Beneficiary; if
there is no contingent Beneficiary, or if the contingent Beneficiary dies before
receiving all Pension benefit payments to which he is entitled, the balance of
such payments shall be paid to the estate of the last to die of such
Beneficiaries. Neither the Company nor the Trustee (in its capacity as such)
shall be named as Beneficiary. A designation or change of Beneficiary shall be
made in writing on such form or forms as the Committee may require.

          Section 6.09. Reemployment After Termination of Employment. (a) In the
event a Participant is reemployed by the Company after he becomes entitled to
benefits, any benefit payments which may have commenced shall be suspended
during the period of reemployment, effective with the first payment due after
the date of the Participant's reemployment. Upon his subsequent termination of
employment, the Participant shall be entitled to benefits based upon his prior
Benefit Accrual Service, his Benefit Accrual Service during the period of
reemployment, his Average Monthly Compensation as of his last date of
termination of employment and other relevant factors, but reduced by the
actuarial equivalent of any benefits paid to him prior to age sixty-five (65) as
determined under Section 5.09, provided that the Participant's accrued benefit
prior to any reduction for benefits previously paid shall not be less than the
amount of his accrued benefit prior to his reemployment. Such benefits shall be
payable in the form determined under Article VI. For purposes of computing his
Average Monthly Compensation, the period of absence from his prior termination
date to the date of his reemployment shall be excluded in determining the
applicable five (5) and ten (10) calendar year periods.

          (b) Notwithstanding subsection (a) of this Section, a Participant who
has attained age sixty-five (65) and receives payment for fewer than forty (40)
Hours of Service as defined in Section 3.05 for any calendar month during his
period of reemployment shall be deemed to have again terminated employment and
shall be entitled to benefit payments hereunder for such month. However, such a
Participant shall be deemed to have been reemployed, and his benefits shall be
suspended in accordance with subsection (a) of this Section as of the first day
of any subsequent month for which he actually receives payment for forty (40) or
more Hours in a calendar month.

          (c) If a Participant whose benefits have been suspended under this
Section dies while in the employment of the Company, then the only benefits
payable hereunder on the Participant's account shall be the benefits under
Section 4.05 hereof if applicable.

          (d) The Committee shall adopt appropriate rules for the administration
of this Section which may include rules (i) relating to the notification of
affected Participants, (ii) requiring that affected Participants notify the
Committee of any termination of employment and of any reemployment, and (iii)
providing for the offset from future benefit payments of any benefits actually
paid hereunder for a month in which such benefits should have been suspended.
Such rules shall be in compliance with ERISA and the applicable regulations
issued thereunder.


                                       15
<PAGE>

          Section 6.10. Direct Transfer of Eligible Rollover Distributions. (a)
This section applies 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 election under this section, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover as such terms are defined
herein.

          (b) 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
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code; any hardship distribution; 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).

          (c) An eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
code, that accepts 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.

          (d) 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 Code, are distributees with regard to the interest of the spouse or
former spouse.

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


                                       16
<PAGE>

             ARTICLE VII. PLAN FINANCING: CONTRIBUTIONS AND FUNDING


          Section 7.01. Purpose of Funding. The Plan shall be funded for the
exclusive purpose of providing Pensions to Participants and their Beneficiaries
and for defraying reasonable expenses in administering the Plan.

          Section 7.02. Contributions. The Company shall bear the total costs of
the Plan. Such costs will include the amounts necessary to provide Pension
payments to Plan Participants and their Beneficiaries and the payment of
administrative expenses.

          Section 7.03. Management Form. All contributions to the Plan and all
Pension payments from the Plan shall be made to and from the Fund.


                                       17
<PAGE>

                          ARTICLE VIII. ADMINISTRATION


          Section 8.01. Allocation of Responsibility Among Fiduciaries for Plan
Administration. The Fiduciaries shall have only those specific powers, duties,
responsibilities and obligations as are specifically given them under this Plan.
In general, the Board shall have the sole authority to appoint and remove
members of the Committee and any Investment Manager and to amend or terminate
the Plan, in whole or in part. The Committee shall have the sole responsibility
for the administration of this Plan, which responsibility is specifically
described in this Plan. The Trustee shall have the responsibility for the proper
administration and management of the Fund assets. Each Fiduciary warrants that
any directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each Fiduciary may rely upon any
such direction, information or action of another Fiduciary as being proper under
this Plan, and is not required under this Plan in inquire into the propriety of
any such direction, information or action. It is intended under this Plan that
each Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under this Plan and shall not be
responsible for any act or failure to act of another Fiduciary. No Fiduciary
guarantees the Fund in any manner against investment loss or depreciation in
asset value.

          Section 8.02. Appointment of Committee. The Plan shall be administered
by the Committee consisting of at least three persons who shall be appointed by
and serve at the pleasure of the Board. All usual and reasonable expenses of the
Committee may be paid in whole or in part by the Company, and any expenses not
paid by the Company shall be paid out of the principal or income of the Fund.
Any members of the Committee who are Employees shall not receive compensation
with respect to their services for the Committee.

          Section 8.03. Claims Procedure. All claims for benefits under the Plan
shall be directed to the attention of the Committee. If the Committee determines
that any individual who has claimed a right to receive benefits under the Plan
is not entitled to receive all or any of the benefits claimed, the claimant
shall be informed of the reasons for the denial, with specific reference to
pertinent Plan provisions and with a description of the review procedures set
forth below.

          The claimant may within sixty days thereafter submit to the Committee
by certified or registered mail such further information as will, in the
claimant's opinion, establish his rights to such benefits. If, upon receipt of
this further information, the Committee determines that the claimant is not
entitled to the benefits claimed, it shall afford the claimant or his
representative reasonable opportunity to appear personally before it, to submit
issues and comments in writing, and to review pertinent documents. The Committee
shall render its final decision with the specific reasons therefor in writing
and shall transmit it to the claimant by certified mail within sixty days of any
such appearance. The Committee shall have discretionary authority to determine
eligibility for benefits and to construe the terms of the Plan; any such
determination or construction shall be final and binding on all parties unless
arbitrary and capricious.


                                       18
<PAGE>

          Section 8.04. Records and Reports. The Committee shall exercise such
authority and responsibility as it deems appropriate in order to comply with
ERISA and governmental regulations issued thereunder relating to: records of
Participants' service, Accrued Benefits and the percentage of such Pensions
which are nonforfeitable under the Plan, notifications to Participants, and any
and all reports to the appropriate governmental agencies as required by law.

          Section 8.05. Other Committee Powers and Duties. The Committee shall
have such duties and powers as may be necessary to discharge its duties
hereunder, including, but not by way of limitation, the following:

          (a) to construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner and time of payment of any Pensions
hereunder;

          (b) to prescribe procedures to be followed by Participants or
Beneficiaries filing applications for Pensions;

          (c) to prepare and distribute, in such manner as the Committee
determines to be appropriate, information explaining the Plan;

          (d) to receive from the Company and from Participants such information
as shall be necessary for the proper administration of the Plan;

          (e) to furnish the Company, upon request, such annual reports with
respect to the administration of the Plan as are reasonable and appropriate;

          (f) to receive and review the periodic valuation of the Plan made by
the Actuary;

          (g) to receive, review and keep on file (as it deems convenient or
proper) reports of the financial condition, and of the receipts and
disbursements, of the Fund from the Trustee;

          (h) to appoint or employ individuals to assist in the administration
of the Plan and any other agents it deems advisable, including legal and
actuarial counsel.

          The Committee shall have no power to add to, subtract from or modify
any of the terms of the Plan, or to change or add to any Pensions provided by
the Plan, or to waive or fail to apply any requirements of eligibility for a
Pension under the Plan.

          Section 8.06. Rules and Decisions. The Committee may adopt such rules
and actuarial tables as it deems necessary, desirable or appropriate. All rules
and decisions of the Committee shall be uniformly and consistently applied to
all Participants in similar circumstances. When making a determination or
calculation, the Committee shall be entitled to rely upon information furnished
by a Participant or Beneficiary, the Company, the legal counsel of the Company,
the Actuary, or the Trustee.

                                       19
<PAGE>

          Section 8.07. Committee Procedures. The Committee may act at a meeting
or in writing without a meeting. The Committee shall elect one of its members as
chairman, appoint a secretary, who may or may not be a Committee member. The
secretary shall keep a record of all meetings. The Committee may adopt such
bylaws and regulations as it deems desirable for the conduct of its affairs.

          All decisions of the Committee shall be made by the vote of the
majority including actions in writing taken without a meeting. A dissenting
Committee member who, within a reasonable time after he has knowledge of any
action or failure to act by the majority, registers his dissent in writing
delivered to the other Committee members, the Company and the Trustee shall not
be responsible for any such action or failure to act.

          Section 8.08. Authorization of Benefit Payments. The Committee shall
issue directions to the Trustee concerning all benefits which are to be paid
from the Fund pursuant to the provisions of the Plan, and warrants that all such
directions are in accordance with this Plan.

          Section 8.09. Application and Forms for Pension. The Committee may
require a Participant to complete and file with the Committee an application for
Pension and all other forms approved by the Committee, and to furnish all
pertinent information requested by the Committee. The Committee may rely upon
all such information so furnished it, including the Participant's current
mailing address.

          Section 8.10. Facility of Payment. Whenever, in the Committee's
opinion, a person entitled to receive any payment of a Pension or installment
thereof hereunder is under a legal Disability or is incapacitated in any way so
as to be unable to manage his financial affairs, the Committee may direct the
Trustee to make payments to such person or to his legal representative, or the
Committee may direct the Trustee to apply the payment for the benefit of such
person in such manner as the Committee considers advisable. Any payment of a
Pension or installment thereof in accordance with the provisions of this Section
shall be a complete discharge of any liability for the making of such payment
under the provisions of the Plan.


                                       20
<PAGE>

               ARTICLE IX. AMENDMENT AND TERMINATION OF THE PLAN


          Section 9.01. Amendment of the Plan. The Company reserves the right to
modify or amend this Plan from time to time and to any extent that it may deem
advisable including any amendment deemed necessary to ensure the continued
qualification of this Plan under the provisions of the Internal Revenue Code.
Any amendment shall be made pursuant to a resolution duly adopted by the Board.
No amendment shall have the effect of revesting in the Company the whole or any
part of the assets of this Plan or of diverting any part of the assets of this
Plan to purposes other than the exclusive benefit of the Participants and their
Beneficiaries and defraying reasonable expenses of administering the Plan at any
time prior to the satisfaction of all the liabilities under this Plan with
respect to such persons. Employer contributions hereunder are conditioned upon
their deductibility under Code Section 404. Notwithstanding any provision herein
to the contrary, to the extent a deduction is disallowed, contributions may be
returned to the Employer within one year after such disallowance. No amendment
shall adversely affect the Vested Deferred Pension of a Participant nor decrease
a Participant's accrued benefit or vested percentage nor eliminate an optional
form of distribution for a previously accrued benefit. In addition, the
Committee may adopt such amendments to the Plan as may be requested by the
Internal Revenue Service in order to comply with the requirements for
qualification under Sections 401(a) and 501(a) of the Code. Any amendment may be
retroactive to the extent permitted by applicable law.

          Section 9.02. Termination of the Plan. This Plan may be terminated by
the Company upon action of the Board at any time for any reason.

          Benefits are Non-Forfeitable: Upon full or partial termination of the
Plan, the rights of all Participants to their Accrued Benefits in accordance
with Section 5.01, to the date of termination shall be non-forfeitable, subject
to the extent the Pension is funded.

          Section 9.03. Allocation of Assets Upon Plan Termination. Upon
termination of the Plan in accordance with the provisions of Section 9.02, the
Plan's assets shall be allocated in accordance with the requirements of the
Pension Benefit Guaranty Corporation.

          Any residual assets of the Plan remaining after the satisfaction of
all liabilities of the Plan shall be distributed to the Company.

          Section 9.04. Merger or Consolidation. No merger or consolidation
with, or transfer of assets or liabilities to, any other Plan shall be made
unless,

          (a) each Participant in this Plan would receive a Pension, if the Plan
then terminated immediately after the merger, consolidation or transfer, which
is equal to or greater than the Pension he would have been entitled to receive
immediately before the merger, consolidation or transfer if this Plan had then
terminated, and

          (b) such other Plan is qualified under Sections 401(a) and 501(a) of
the Internal Revenue Code.


                                       21
<PAGE>

                      ARTICLE X. MISCELLANEOUS PROVISIONS


          Section 10.01. Evidence of Survival. Where a Pension payment is
contingent upon the survival of any person, evidence of such person's survival
must be furnished either by personal endorsement of the check drawn for such
payment or by other evidence satisfactory to the Committee or its designee.

          Section 10.02. Misstated Information. If any information has been
misstated on which a Pension under the Plan with respect to a person was based,
such benefit shall not be invalidated, but the amount of the Pension shall be
adjusted to the proper amount as determined on the basis of the correct
information. Overpayments, if any, with interest as determined by the Committee
or its designee shall be charged against any payments accruing with respect to
the person. The Committee or its designee reserves the right to require proof of
age of any person entitled to a Pension under this Plan.

          Section 10.03. Action by Company. Any action by the Company under this
Plan may be by resolution of its Board or by any person or persons duly
authorized by resolution of said Board to take such action.

          Section 10.04. Nonguarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the Company and any
Employee, as a right of any Employee to be continued in the employment of the
Company, or as a limitation of the right of the Company to discharge any of its
Employees, with or without cause.

          Section 10.05. Rights of Plan Assets. No Employee shall have any right
to, or interest in, any assets of the Fund upon termination of his employment or
otherwise, except as provided from time to time under this Plan, and then only
to the extent of the Pensions payable under the Plan to such Employees out of
the assets of the Fund. Except as otherwise may be provided under Title IV of
ERISA, all payments of Pensions as provided for in this Plan shall be made
solely out of the assets of the Fund and none of the Fiduciaries shall be liable
therefor in any manner. At the direction of the Committee, expenses of the Plan
shall be paid from the Plan assets.

          Section 10.06. Non-alienation of Benefits. Pensions payable under this
Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a spouse or former
spouse, or for any other relative of the Participant, prior to actually being
received by the person entitled to the Pension under the terms of the Plan; and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable hereunder, shall be
void. The Fund shall not in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any person entitled to a Pension
hereunder. Notwithstanding the foregoing, the Trustee may recognize a qualified
domestic relations order with respect to child support, alimony payments or
marital property rights if such order contains sufficient information for the
Committee to determine that it meets the applicable requirements of Section
414(p) of the Code. The Committee shall establish


                                       22
<PAGE>

written procedures concerning the notification of interested parties and the
determination of the validity of such orders. As necessary, the Committee shall
determine the actuarial equivalent of applicable benefits in order to comply
with any such order in accordance with Section 5.09; if any such order so
directs, distribution of benefits to the alternate payee may be made at a time
not permitted for distributions to the Participant and may be made in a lump sum
subject to the limitation in Section 5.08.

          Section 10.07. Notice of Change of Address. It shall be the
responsibility of the Deferred Vested Plan Participant to notify the Company of
his current address.

          Section 10.08. Canadian Law. Notwithstanding any other provision of
the Plan to the contrary, the Plan will comply in all respects with any
applicable Canadian federal or provincial governmental laws and/or regulations.

          Section 10.09. Top-Heavy Restrictions. (a) Notwithstanding any
provision to the contrary herein, in accordance with Code Section 416, if the
Plan is a top-heavy plan for any Plan Year, then the provisions of this Section
shall be applicable. The Plan is "top-heavy" for a Plan Year if as of its
"determination date" (i.e. the last day of the preceding Plan Year or the last
day of the Plan's first Plan Year, whichever is applicable), the total present
value of the accrued benefits of key employees (as defined in Code Section
416(i)(1) and applicable regulations) exceeds sixty percent (60%) of the total
present value of the accrued benefits of all employees under the plan (excluding
those of former key employees and employees who have not performed any services
during the preceding five (5) year period) (as such amounts are computed
pursuant to Section 416(g) and applicable regulations using a five percent (5%)
interest assumption and a 1971 GAM mortality assumption) unless such plan can be
aggregated with other plans maintained by the applicable controlled group in
either a permissive or required aggregation group and such group as a whole is
not top-heavy. Any nonproportional subsidies for early retirement and benefit
options are counted assuming commencement at the age at which they are most
valuable. In addition, a plan is top-heavy if it is part of a required
aggregation group which is top-heavy. Any plan of a controlled group may be
included in a permissive aggregation group as long as together they satisfy the
Code 401(a)(4) and 410 discrimination requirements. Plans of a controlled group
which must be included in a required aggregation group include any plan in which
a key employee participates or participated at any time during the determination
period (regardless of whether the plan has terminated) and any plan which
enables such a plan to meet the Section 401(a)(4) or 410 discrimination
requirements. The present values of aggregated plans are determined separately
as of each plan's determination date and the results aggregated for the
determination dates which fall in the same calendar year. A "controlled group"
for purposes of this Section includes any group employers aggregated pursuant to
Code Sections 414(b), (c) or (m). The calculation of the present value shall be
done as of a valuation date which for a defined contribution plan is the
determination date and for a defined benefit plan is the date as of which
funding calculations are generally made within the twelve month period ending on
the determination date. Solely for the purpose of determining if the Plan, or
any other plan included in a required aggregation group of which this Plan is a
part, is top-heavy (within the meaning of Section 416(g) of the Code) the
accrued benefit of an Employee other than a key employee (within the meaning of
Section 416(i)(1) of the Code) shall be determined under (i) the method, if any,
that uniformly applies for accrual purposes under all plans maintained by the
Affiliates, or (ii) if there is no such method, as if such benefit accrued


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<PAGE>

not more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Section 411(b)(1)(C) of the Code.

          (b) If a defined contribution plan is top-heavy in a Plan Year,
non-key employee participants who have not separated from service at the end of
such Plan Year will receive allocations of employer contributions and
forfeitures at least equal to the lesser of three percent (3%) of compensation
(as defined in Code Section 415) for such year or the percentage of compensation
allocated on behalf of the key employee for whom such percentage was the highest
for such year (including any salary reduction contributions). If a defined
benefit plan is top-heavy in a Plan Year and no defined contribution plan is
maintained, the employer-derived accrued benefit on a life only basis commencing
at the normal retirement age of each non-key employee shall be at least equal to
a percentage of the highest average compensation for five consecutive years,
excluding any years after such Plan permanently ceases to be top-heavy, such
percentage being the lesser of (i) twenty percent (20%) or (ii) two percent (2%)
times the years of service after December 31, 1983 in which a Plan Year ends in
which the Plan is top-heavy. If the controlled group maintains both a defined
contribution plan and a defined benefit plan which cover the same non-key
employee, such employee will be entitled to the defined benefit plan minimum and
not to the defined contribution plan minimum.

          (c) If the Plan is top-heavy in a Plan Year, the vesting schedule
shall automatically be amended for any employee employed on the first day of
such year or thereafter so that the vested percentage for employer-derived
benefits is equal to the greater of the vesting provided under other provisions
of the Plan or the following schedule:

                  Years of Service       Nonforfeitable Percentage
                  ----------------       -------------------------

                          1                          0%
                          2                         20%
                          3                         40%
                          4                         60%
                          5                         80%
                      6 or more                    100%

where "years of service" means the years credited for vesting purposes under the
Plan or, if greater, the years required to be counted under Code Section 411 and
applicable regulation thereto. If the Plan thereafter ceases to be top-heavy for
a Plan Year, the vesting schedule above shall be disregarded and the original
schedule applied, except with respect to any Participant with three (3) or more
years of service and except that no Participant's vested percentage as of the
end of the prior year shall be decreased. Any non-vested Participant who
acquires a vested interest in the employer-derived benefit by operation of the
amended vesting schedule shall not be subject thereafter to a cancellation of
service. Notwithstanding anything in this Section to the contrary, the amendment
of the vesting schedule pursuant to this subsection shall not affect the
calculation of benefit amounts or the determination of benefit commencement
dates hereunder.

          Section 10.10. Maximum Benefit. The Plan is subject to the limitations
on benefits and contributions imposed by Code Section 415 which are incorporated
herein by this reference. The limitation year shall be the Plan Year.


                                       24
<PAGE>

          Section 10.11. Limitations on Benefits for Highly-Compensated
Employees. (a) Notwithstanding any provision herein to the contrary, in the
event the Plan is terminated, the benefit of any Participant or former
Participant who is a highly compensated employee or highly compensated former
employee, within the meaning of Code Section 414(q), shall be limited to a
benefit that is nondiscriminatory under Code Section 401(a)(4).

          (b) Notwithstanding any provision herein to the contrary, the annual
payments from the Plan to a Participant or former Participant described in
subsection (c) below shall not exceed an amount equal to the payments which
would have been made on behalf of such Participant under a single life annuity
which is the actuarial equivalent (as defined in Section 5.09) of the sum of
such Participant's Accrued Benefit and other benefits under the Plan. However,
such restrictions shall not apply if:

               (i)  After payment to such Participant of all benefits, the value
                    of Plan assets equals or exceeds one hundred ten percent
                    (110%) of the value of the Plan's current liabilities, as
                    defined in Code Section 412(l)(7); or

               (ii) The value of the benefits for such Participant is less than
                    one percent (1%) of the value of the plan's current
                    liabilities, as defined in Code Section 412(l)(7), before
                    distribution.

For purposes of this subsection (b), the term "benefits" shall include any loans
in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic
income, any withdrawal values payable to a living Participant, and any death
benefits not provided for by insurance on the Participant's life.

          (c) The Participants and former Participants who are affected by the
restriction in subsection (b) above in any Plan Year shall be limited to the
twenty-five (25) highly compensated employees or highly compensated former
employees of the Company (as defined in Code Section 414(q)) whose compensation
was highest in the earlier of (i) the immediately preceding Plan Year, or (ii)
the last full Plan Year of such Participant's employment by the Company.

          Section 10.12. Retroactive Effective Date. The deletion of the family
aggregation rule in the definition of "Compensation" in Section 1.01(j) shall
apply retroactively from and after January 1, 1997. The elimination of the
mandatory distribution for employees over age 70 1/2 (other than five percent
(5%) owners) in Section 4.01 and the elimination of the combined plan limitation
in Sections 10.09(c) and 10.10 shall apply retroactively from and after January
1, 2000.

          Section 10.13. Prospective Effective Dates. The following provisions
shall apply prospectively from and after January 1, 2002:

               (i)  The dollar limitation on the definition of "Compensation" in
                    Section 2.01(j) shall be increased to $200,000 (as adjusted
                    by cost of living increases pursuant to Code Section
                    401(a)(17).


                                       25
<PAGE>

               (ii) Section 6.10(c) is amended to read as follows:

                    (c) An eligible retirement plan is any such plan permitted
               by law, including but not by way of limitation an individual
               retirement account described in Code Section 408(a), an
               individual retirement annuity described in Code Section 408(b),
               an annuity plan described in Code Section 403(a), or a qualified
               trust described in Code Section 401(a), that accepts the
               distributee's eligible rollover distribution.

               (iii) Section 6.10 is amended by the addition of the following
                    new subsection (f):

                    (f) Effective upon the issuance of final regulations
               applicable thereto, in the event that a distributee receiving a
               mandatory distribution in excess of $1,000 does not make an
               election between a direct rollover and a cash payment, the
               distribution shall be made in the form of a direct rollover to an
               individual retirement account selected for such purpose by the
               Company.



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