<PAGE>   1

                                                                   EXHIBIT 10.16

                        FOURTH AMENDMENT AND RESTATEMENT
                                     OF THE
                          GENENCOR INTERNATIONAL, INC.
                       EMPLOYEE RETIREMENT INVESTMENT PLAN



<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
ARTICLE                                                                                PAGE
-------                                                                                ----
<S>            <C>                                                                     <C>

     1         PRELIMINARY MATTERS                                                       1

     2         DEFINITIONS                                                               3

     3         PARTICIPATION                                                            11

     4         CONTRIBUTIONS                                                            11

     5         CREDITS TO PARTICIPANTS                                                  15

     6         VESTING OF BENEFITS                                                      29

     7         DISTRIBUTIONS TO PARTICIPANTS                                            31

     8         TOP-HEAVY RULES                                                          43

     9         ADMINISTRATION OF THE PLAN                                               48

    10         ESTABLISHMENT OF THE TRUST                                               51

    11         AMENDMENT AND TERMINATION                                                52

    12         PARTICIPATING EMPLOYERS                                                  53

    13         MISCELLANEOUS                                                            55
</TABLE>



<PAGE>   3

                        FOURTH AMENDMENT AND RESTATEMENT
                                     OF THE
                          GENENCOR INTERNATIONAL, INC.
                       EMPLOYEE RETIREMENT INVESTMENT PLAN



        WHEREAS, Genencor International, Inc., a corporation organized under the
laws of the State of Delaware, with its principal place of business at 4
Cambridge Place, 1870 Winton Road South, Rochester, New York 14618 (the
"Employer"), established the Genencor International, Inc. Profit Sharing and
Salary Savings Plan (the "Plan") for the benefit of its eligible employees,
effective February 1, 1990; and

        WHEREAS, Genencor, Inc., a Delaware corporation which became a
wholly-owned subsidiary of the Employer, established the Genencor, Inc. 401(k)
Salary Reduction Plan (the "Genencor, Inc. Plan") for the benefit of its
eligible employees, effective January 1, 1985, which was subsequently amended
and restated into the Genencor, Inc. 401(k) Salary Savings Plan, effective
January 1, 1988 and which was subsequently merged into the Plan, effective
December 31, 1990 and which has been subsequently amended; and

        WHEREAS, the Employer wishes to amend and restate the Plan;

        NOW, THEREFORE, the Employer hereby renames the Plan the Genencor
International, Inc. Employee Retirement Investment Plan and adopts this document
as an amendment and restatement of the Plan, effective January 1, 1995, to read
in its entirety as follows, below:


                                    ARTICLE 1
                               PRELIMINARY MATTERS


        1.1 The Plan has been established to provide retirement, disability and
ancillary benefits for eligible employees. Except as provided in this Article,
the corpus and income of the Fund shall be used for the exclusive purposes of
providing benefits to Participants and their beneficiaries and defraying
reasonable expenses of administering the Plan.

        1.2 Except as provided in this Section and Article 5, all Employer
contributions to the Plan shall be irrevocable.



                                      -1-
<PAGE>   4

                (a) If the Employer determines that any of the events described
in this Section have occurred, it shall instruct the Committee to advise the
Trustee and the following provisions shall apply:

                        (i) if all or part of an Employer contribution is made
        as a result of a good faith mistake of fact, an amount equal to the
        excess of the amount contributed over the amount which would have been
        contributed had there not occurred a mistake of fact shall be returned
        to the Employer within one year after it was paid to the Trustee;

                        (ii) Employer contributions shall be conditioned on
        their being deductible under Section 404 of the Internal Revenue Code of
        1986, as amended (the "Code"), and, where an Employer contribution is
        made as a result of a good faith mistake in determining its
        deductibility and deduction thereof is disallowed by the Internal
        Revenue Service, an amount equal to the excess of the amount contributed
        over the amount which would have been contributed had there not occurred
        a mistake in determining the deduction shall be returned to the Employer
        within one year after the disallowance becomes final.

                (b) In determining the amount to be returned to the Employer
pursuant to this Section the following rules shall apply:

                        (i) earnings attributable to the excess Employer
        contribution shall not be returned to the Employer;

                        (ii) losses attributable to the excess Employer
        contribution shall reduce the amount to be returned to the Employer; and

                        (iii) if the withdrawal of the amount attributable to
        the mistaken Employer contribution would cause the total balance in the
        Accounts of any Participant to be reduced to less than the total balance
        which would have been in his Accounts had the mistaken amount not been
        contributed, then the amount returned to the Employer shall be limited
        so as to avoid such reduction.

        1.3 This Plan is intended to qualify as a profit-sharing plan, as that
term is defined for purposes of Section 401(a)(27) of the Code. Further, the
Plan includes a cash or deferred arrangement intended to qualify under Section
401(k) of the Code.



                                      -2-
<PAGE>   5

                                    ARTICLE 2
                                   DEFINITIONS

        2.1 The following terms as used in this instrument have the meanings
indicated unless the context clearly indicates otherwise:

                (a) "Account" means an account set up for a Participant under
Article 5, showing his interest in the Fund attributable to contributions to the
Fund under Article 4.

                (b) "Adjustment Factor" means the cost of living adjustment
factor prescribed by the Secretary of the Treasury under Code Section 415(d), as
applied to such items and in such manner as the Secretary shall provide.

                (c) "Affiliate" means:

                        (i) any employer which, with the Employer, is a member
        of:

                                (1) a group of corporations, trades or
                businesses under common control within the meaning of Sections
                414(b) or 414(c) of the Code, or

                                (2) an affiliated service group within the
                meaning of Section 414(m) of the Code, and

                        (ii) any other entity required to be aggregated with the
        Employer pursuant to regulations under Section 414(o) of the Code.

                (d) "Applicable Election Period" means, in the case of an
election to waive the spousal death benefit provided in Section 7.5, the period
beginning when a person becomes a Participant and ending on the date of his
death.

                (e) "Benefit Starting Date" means the first day on which all
events have occurred which entitle the Participant to receive benefits under the
Plan.

                (f) "Board" means the Board of Directors of Genencor
International, Inc.

                (g) "Break in Service" means, with respect to any person, any
Plan Year in which:



                                      -3-
<PAGE>   6

                        (i) as of the last day of the Plan Year, he has
        separated from service as an Employee and has failed to complete more
        than 500 Hours of Service during that Plan Year, or

                        (ii) in the case of a person who has incurred a Break in
        Service under paragraph (i), above, each subsequent Plan Year until a
        subsequent Plan Year in which he completes more than 500 Hours of
        Service.

The following types of absences (through the period specified) shall not cause a
Break in Service:

                        (i) an absence to engage in active military or similar
        service where, and during the period that, the person's right to
        reemployment is determined by a law in the nature of the Selective
        Service Act; or

                        (ii) an absence due to pregnancy of the person, birth of
        a child of the person, placement of a child with the person in
        connection with the adoption of the child by the person, or caring for
        the child beginning immediately following such birth or placement, not
        exceeding the period ending on the last day of the Plan Year following
        the Plan Year in which the absence began.

                (h) "Committee" means the Retirement Committee appointed by the
Board to administer the Plan.

                (i) "Compensation" means the sum of the remuneration subject to
withholding of United States income tax paid by the Employer to an Employee
during the relevant Plan Year, as follows:

                        (i)     amounts received for the performance of duties
                                in the form of:

                                (1)     wages and salaries;

                                (2)     overtime pay, shift differential pay,
                                        incentive premiums and other premiums
                                        for the performance of duties;

                                (3)     holiday allowances and premiums;

                                (4)     commissions and sales bonuses;

                                (5)     Genencor International, Inc. Variable
                                        Pay Plan payments;

                                (6)     Cedar Rapids Continuous Improvement
                                        Bonus payments;



                                      -4-
<PAGE>   7

                        (ii)    amounts received for periods during which no
                                duties were performed because of an authorized
                                absence, provided that such amounts would
                                otherwise be described in paragraph (i), above;

                        (iii)   amounts which would have been paid to the
                                Employee but which instead are contributed by
                                the Employer to an employee benefit plan
                                pursuant to a salary reduction agreement and
                                which are not includible in the gross income of
                                the Employee under Sections 125, 402(a)(8),
                                402(h), or 403(b) of the Code.

        Notwithstanding anything in this Section to the contrary, Compensation
shall not include reimbursements or other expense allowances (e.g., travel
reimbursements, special expense reimbursements), fringe benefits (e.g., life
insurance premiums) except as provided in paragraph (iii) above, payments
related to educational expenses, awards (e.g., cash, merchandise or
miscellaneous recognition or suggestion awards), tax allowance adjustments,
payments related to relocation (e.g., moving expenses, relocation allowances,
temporary living allowances), expatriate special payments (e.g., goods and
services allowances, housing allowances, tax allowances), special miscellaneous
individual bonuses (e.g., completion bonuses), Genencor International, Inc.
Employees' Profit Plan payments, Genencor International, Inc. Equity Value Plan
payments, or other extra remuneration.

        Notwithstanding anything in this Section to the contrary, Compensation
shall not take into account annual remuneration in excess of the dollar amount
set forth in Section 401(a)(17) of the Code (or such other amount as is
determined by the Secretary of the Treasury pursuant to Section 401(a)(17) of
the Code). In the case of 5 percent owners (as defined under Code Section
416(i)(1)) of the Employer and of highly compensated employees (as defined under
Code Section 414(q)(1)) of the Employer, the Compensation of such persons shall
be determined under the rules of Code Section 414(q)(6), except that in applying
such rules the term "family" shall include only the spouse of the Employee and
any lineal descendents of the Employee who have not attained age nineteen (19)
before the close of the Plan Year.

        In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each employee
taken into account under the Plan shall not exceed the OBRA `93 annual
compensation limit. The OBRA `93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal



                                      -5-
<PAGE>   8

Revenue Code. The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA `93 annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

        For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Section 401(a)(17) of the Code shall mean the
OBRA `93 annual compensation limit set forth in this provision.

        If Compensation for any prior determination period is taken into account
in determining an employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA `93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA `93 annual
compensation limit is $150,000.

                (j) "Contribution Period" means each regular payroll period.

                (k) "Designated Investment Company" means a regulated investment
company registered under the Investment Company Act of 1940.

                (l) "Disability" means a physical or mental condition of a
person resulting from bodily injury, disease, or mental disorder which renders
the person eligible to receive benefits under the Genencor International, Inc.
Long Term Disability Plan.

                (m) "Early Retirement Date" means the day on which a Participant
has both attained age 55 and completed at least three Years of Service.

                (n) "Effective Date," with respect to the Employer, means
February 1, 1990, and, with respect to any other employer that adopts the Plan,
means the date set forth in Appendix A opposite that employer's name.

                (o) "Eligible Employee" means any United States-based Employee,
but excluding:

                        (i) any employee of any Affiliate, unless the Affiliate
        has formally adopted the Plan,

                        (ii) any foreign national on short-term (three years or
        less) assignment in the United States whose service while in the United
        States is



                                      -6-
<PAGE>   9

        expected to be credited toward benefit accrual under a pension program
        in his home country,

                        (iii) any Employee who is included in a unit of
        employees covered by a collective bargaining agreement with the Employer
        or an Affiliate under which retirement benefits were the subject of
        good-faith bargaining,

                        (iv) any person who is designated a student intern,
        summer or project employee, and

                        (v) any person who would be considered an Employee
        solely by virtue of his status as a Leased Employee.

                (p) "Employee" means any person employed by the Employer or an
Affiliate, including a Leased Employee.

                (q) "Employer Contribution Account" means an Account established
for a Participant and showing his interest in the Fund attributable to Employer
contributions pursuant to Section 4.1(c).

                (r) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                (s) "Family Member" means an Employee's spouse and lineal
ascendants or descendants and the spouses of such lineal ascendants or
descendants.

                (t) "Fund" means such total sums of money and/or other property
as are from time to time held by the Trustee under the Plan and any earnings and
appreciation that may accrue thereon from time to time, less any depreciation
thereof and the expenses and distributions paid therefrom.

                (u) "Highly Compensated Employee" means highly compensated
active Employees and highly compensated former Employees. A "highly compensated
active Employee" includes any Employee who performs services for the Employer
during the "Determination Year" and who, during the "Look-Back Year":

                        (i) received Compensation from the Employer in excess of
        $75,000 (multiplied by the Adjustment Factor);

                        (ii) received Compensation from the Employer in excess
        of $50,000 (multiplied by the Adjustment Factor) and was a member of the
        top-paid group for such year; or



                                      -7-
<PAGE>   10

                        (iii) was an officer of the Employer and received
        Compensation during such year that is greater than fifty percent (50%)
        of the dollar limitation in effect under Section 415(b)(1)(A) of the
        Code.\

The term Highly Compensated Employee also includes:

                        (iv) Employees who are both described in the preceding
        sentence if the term "Determination Year" is substituted for the term
        "Look-Back Year" and the Employee is one of the one hundred (100)
        Employees who received the most Compensation from the Employer during
        the Determination Year; and

                        (v) Employees who are five percent (5%) owners at any
        time during the Look-Back Year or Determination Year.

                        If no officer has satisfied the Compensation requirement
of (iii) above during either a Determination Year or Look-Back Year, the highest
paid officer for such year shall be treated as a Highly Compensated Employee.

                        For purposes of this Subsection, the "Determination
Year" shall be the Plan Year. The "Look-Back Year" shall be the twelve-month
period immediately preceding the Determination Year.

                        A "highly compensated former Employee" includes any
Employee who separated from service (or was deemed to have separated) prior to
the Determination Year, and was a highly compensated active Employee for either
the separation year or any Determination Year ending on or after the Employee's
fifty-fifth birthday.

                        In lieu of the above, the Employer may elect to
determine whether an Employee is a Highly Compensated Employee for a Plan Year
by substituting "$50,000" for "$75,000" in Section (i) above and not applying
Section (ii). However, in order for this special rule to apply, the Employer
must have maintained at all times during the applicable Plan Year significant
business activities (and employed Employees) in at least two (2) significantly
separate geographic areas, and satisfy such other conditions as may be
prescribed by the Secretary of the Treasury.

                        The determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of Employees
in the top-paid group, the top one hundred (100) Employees, the number of
Employees treated as officers and the Compensation that is considered, will be
made in accordance with Section 414(q) of the Code and the regulations
thereunder.



                                      -8-
<PAGE>   11

                (v) "Hour of Service" means an hour for which a person is
directly or indirectly paid or is entitled to be paid by the Employer or an
Affiliate, (i) for the performance of duties for the Employer or Affiliate
during the applicable computation period, or (ii) on account of a period of time
during which no duties are performed (irrespective of whether the employment
relationship has terminated), due to vacations, holidays, sickness, incapacity
(including disability), lay-off, jury duty, military duty, leave of absence, and
similar periods. An Hour of Service includes an hour for which back pay,
irrespective of mitigation of damages, is awarded or agreed to by the Employer
or such Affiliate with such Hours being credited to the computation period or
periods to which such agreement or award pertains. A person who is not paid on
an hourly basis and for whom hourly records of service are not maintained will
be credited with Hours of Service at the rate of forty-five hours per work week
for any work week during which he completes at least one Hour of Service.

                        Hours of Service shall be credited to a Leased Employee
(defined for this purpose without regard to whether he has performed services on
a substantially full-time basis for a period of at least one year) to the extent
required under Section 414(n) of the Code.

                        Notwithstanding the above provisions of this Subsection,
in determining whether, or the extent to which, a person shall be credited with
Hours of Service for periods during which no duties are performed, the following
limitations shall apply:

                        (i) A person shall be credited with no more than 501
        Hours of Service with respect to any single continuous period during
        which he performs no duties.

                        (ii) No Hours of Service shall be credited with respect
        to any payment which is made or due under a plan maintained solely for
        the purpose of complying with applicable workmen's compensation,
        unemployment compensation or disability insurance laws.

                        (iii) No Hours of Service shall be credited with respect
        to any payment which solely reimburses a person for medical or medically
        related expenses incurred by him.

                        (iv) To avoid double credit, a person shall be credited
        with a number of Hours of Service that is no greater than the number of
        hours regularly scheduled for the performance of duties during such
        period.



                                      -9-
<PAGE>   12

                        In addition, the provisions of Sections 2530.200b-2(b)
and (c) of the regulations of the United States Department of Labor are
incorporated herein by reference for the purposes of computing the Hours of
Service to be credited for reasons other than the performance of duties and
determining the applicable computation periods to which Hours of Service are
credited.

                (w) "Investment Fund" means a segregated portion of the Fund
invested pursuant to Section 5.2.

                (x) "Leased Employee" means a person (other than a common law
employee of the Employer or an Affiliate) who pursuant to an agreement between
the Employer or an Affiliate and any other person has performed services for the
Employer, its Affiliates or related persons (within the meaning of Section
414(n)(6) of the Code) on a substantially full-time basis (as defined for
purposes of Section 414(n) of the Code) for a period of at least one year, where
such services are of a type historically performed by employees in the business
field of the recipient employer.

                (y) "Matching Account" means an Account established for a
Participant and showing his interest in the Fund attributable to Matching
Contributions.

                (z) "Matching Contributions" means the contributions made by the
Employer to the Plan pursuant to Section 4.1(b).

                (aa) "Nonhighly Compensated Employee" means an Employee of the
Employer who is neither a Highly Compensated Employee nor a Family Member of a
Highly Compensated Employee.

                (ab) "Normal Retirement Date" means the later of (i) the date on
which a Participant attains age sixty-five (65), or (ii) the three-year
anniversary of the date on which he became a Participant.

                (ac) "Participant" means:

                        (i) any Eligible Employee who meets the participation
        requirements of Article 3, and

                        (ii) any person who was formerly an Eligible Employee
        and who continues to have an accrued benefit under the Plan.

                (ad) "Plan Year" means each twelve-consecutive month period
ending December 31.



                                      -10-
<PAGE>   13

                (ae) "Restatement Date" means January 1, 1995.

                (af) "Rollover Account" means an account established to show a
Participant's interest in the Fund attributable to his rollover contributions to
the Plan, if any.

                (ag) "Savings Account" means an Account established for a
Participant and showing his interest in the Fund attributable to Savings
Contributions.

                (ah) "Savings Contributions" means the contributions made by the
Employer to the Plan pursuant to Section 4.1(a).

                (ai) "Trustee" means the trustee or trustees holding the assets
of the Fund under the terms of the trust agreement entered into between the
Employer and the Trustee.

                (aj) "Valuation Date" means each day.

                (ak) "Year of Service" means a twelve-consecutive month period
during which a person completes at least 1,000 Hours of Service.

        2.2 As used in this Plan, the masculine shall include the feminine and
the singular shall include the plural, and vice versa, unless the context
clearly indicates the contrary.


                                    ARTICLE 3
                                  PARTICIPATION

        3.1 A person shall become a Participant on the first day on which he is
an Eligible Employee.

        3.2 A person who ceases to be an Eligible Employee after becoming a
Participant shall immediately become eligible to accrue further benefits as a
Participant on the date he becomes an Eligible Employee again.


                                    ARTICLE 4
                                  CONTRIBUTIONS

        4.1 Subject to the limitations of Article 5, for each Plan Year the
Employer shall contribute the following amounts to the Fund:



                                      -11-
<PAGE>   14

                (a) For the purpose of crediting the Savings Account of each
Participant, such whole percentage, up to fifteen percent (15%) of his
Compensation per payroll period, as the Participant may elect to defer and have
contributed to the Fund, provided that the total Savings Contributions made on
behalf of any Participant for a Plan Year shall not exceed the annual dollar
amount determined by the Secretary of the Treasury under Section 402(g) of the
Code and regulations thereunder. Such an election by a Participant and
contribution by the Employer shall be made pursuant to a written deferral
agreement between the Participant and the Employer, in such form as the
Committee may prescribe. A deferral agreement may be made, amended or terminated
only prospectively at such times and in such manner as the Committee may
prescribe in accordance with the terms of the Plan; provided, however, that at
any time the Employer may (i) terminate its deferral agreements with all
Participants, or amend its deferral agreements with all Participants on a
uniform and nondiscriminatory basis, and (ii) terminate or amend its deferral
agreement with any particular Participant, if it determines that such
termination or amendment is necessary to satisfy the annual dollar limitation
described above or any of the limitations of Article 5. During the last calendar
month of any Plan Year, subject to all other limitations of the Plan, a
Participant who has deferred less than fifteen percent (15%) of his Compensation
for the entire Plan Year may, after submitting a written election to do so to
the Committee prior to the beginning of the month, defer more than fifteen
percent (15%) of his Compensation for each payroll period in that month,
provided that he may thereby defer no more than fifteen percent (15%) of his
Compensation for the entire Plan Year.

                (b) Effective July 1, 1996, for the purpose of crediting the
Matching Account of each Participant who is an Employee on the last day of any
calendar quarter, Matching Contributions shall be made by the Employer equal to
one hundred percent (100%) of the Savings Contributions made on behalf of the
Participant for that calendar quarter (or as such Savings Contributions have
accumulated to the end of that calendar quarter) to the extent such cumulative
Savings Contributions do not exceed two percent (2%) of his Compensation for the
Plan Year, plus Matching Contributions shall be made by the Employer equal to
fifty percent (50%) of the Savings Contributions made on behalf of the
Participant for the calendar quarter (or as such Savings Contributions have
accumulated to the end of that calendar quarter) to the extent such cumulative
Savings Contributions exceed two percent (2%) of his Compensation for the Plan
Year but do not exceed four percent (4%) of his Compensation for the Plan Year.
Notwithstanding the preceding sentence, Matching Contributions on behalf of any
Participant shall not exceed one hundred percent (100%) of the Savings
Contributions made on behalf of the participant for the Plan Year to the extent
such Savings Contributions do not exceed two percent (2%) of his Compensation
for the Plan Year, plus Matching Contributions equal to fifty percent (50%) of
the Savings Contributions made on behalf of the Participant for



                                      -12-
<PAGE>   15

the Plan Year to the extent such Savings Contributions exceed two percent (2%)
of his Compensation for the Plan Year but do not exceed four percent (4%) of his
Compensation for the Plan Year. Following the end of the Plan Year, an adjusting
contribution shall be made by the Employer to the Matching Accounts of each
Participant who is an Employee on the last day of the Plan Year and who is
entitled during the Plan year to Matching Contributions to bring the total
Matching Contributions on behalf of such Participant for the Plan Year up to the
limits expressed in the preceding sentence.

                (c) For the purpose of crediting the Employer Contribution
Account of each Participant who is an Eligible Employee on the last day of the
Plan Year and who has completed at least 1,000 Hours of Service during the Plan
Year, three percent (3%) of the Compensation for the Plan Year of all
Participants eligible to share in the allocation of such contributions.

        Notwithstanding the above provisions of this Section, to the extent that
any forfeitures from Participant Accounts are declared under Article 7, below,
and are not used to pay Plan expenses for the Plan Year pursuant to such
Article, such forfeitures shall be used to offset the Employer contributions
otherwise required for that Plan Year under Section 4.1(b), above, and, if any
forfeitures remain unallocated after such offset, shall be used to offset the
Employer contributions otherwise required for that Plan Year under Section
4.1(c), above. If any forfeitures remain unallocated after both such offsets,
such remainder shall be allocated on the same basis as if they were Employer
contributions made for that Plan Year under Section 4.1(c), above.

        4.2 A Participant may enter into a written deferral agreement with the
Employer effective as of the first day of any Contribution Period, provided he
files such agreement with the Committee prior to such date. A Participant may
change the amount of Savings Contributions made on his behalf effective as of
the first day of any Contribution Period by filing a new written deferral
agreement prior to such date. A Participant may terminate his deferral agreement
and cease Savings Contributions on his behalf effective as of the first day of
any payroll period, provided he files a notice of termination with the Committee
prior to such date. Notwithstanding anything in the Plan to the contrary, a
deferral election shall be valid only while the electing Participant is an
Eligible Employee and shall not relate to Compensation earned or services
performed while he is not an Eligible Employee.

        4.3 Savings Contributions shall be paid to the Trustee by the Employer
and credited to the appropriate Savings Accounts as soon as practicable, but not
later than the fifteenth business day of the calendar month following the month
in which the Participant would have been paid the amount of such Savings
Contribution if he had not elected to defer and have it contributed to the Fund
(or such earlier date as may be



                                      -13-
<PAGE>   16

required by applicable law). All other Employer contributions for a Plan Year
shall be paid to the Trustee by the Employer in a single payment or in
installments no later than the last day prescribed by law for filing the
Employer's United States Corporation Income Tax Return for the Employer's
taxable year within which the Plan Year ends (including extensions thereof).

        4.4 All Employer contributions shall be irrevocable, except as provided
in Article 1, but shall be subject to the limitations of Article 5.

        4.5 The Employer's records shall be determinative on all matters
relating to contributions.

        4.6 Under the conditions described in this Section, an Eligible Employee
may make a rollover contribution to the Fund of:

                (a) all or part of a distribution which he has received from
another employee benefit trust described in Section 401(a) of the Code and
exempt from tax under Section 501(a) of the Code,

                (b) all or part of a distribution which he has received from a
qualified employee annuity plan described in Section 403(a)(1) of the Code and
which meets the requirements of Section 404(a)(2) of the Code, or

                (c) a direct transfer of an amount that would constitute an
eligible rollover distribution (within the meaning of Section 402(f)(2)(A) of
the Code) from another qualified trust, to the extent permitted under Section
401(a)(31) of the Code and regulations thereunder.

                Any rollover contribution to the Fund must meet the requirements
of Section 401(a)(31), Section 402(a)(5), or Section 403(a)(4) of the Code
(including the requirement, other than with respect to direct transfers under
Subsection (c), above, that the rollover contribution be made no later than 60
days after the day on which the Participant received the payment or distribution
from the other plan or account), and can only be made with the written consent
of the Committee and Trustee. The Committee or the Trustee may require the
Participant to furnish any relevant information and to make any reasonable
representations concerning the distribution from the prior plan or account
before deciding whether to accept a rollover contribution from him. A rollover
contribution shall be credited to a separate Rollover Account in the name of the
Participant.



                                      -14-
<PAGE>   17

                                    ARTICLE 5
                             CREDITS TO PARTICIPANTS

        5.1 The Committee shall keep separate Accounts in the name of each
Participant. It may delegate this responsibility to an agent. Each Participant
may have a Savings Account, a Matching Account, an Employer Contribution
Account, and a Rollover Account. If a Participant who has incurred five
consecutive Breaks in Service resumes service as an Employee and is less than
fully vested in any Account, the portions of such Account attributable to
service before and after the Breaks shall be accounted for separately until he
is fully vested in the entire Account.

        5.2 (a) The Employer may designate, in its discretion, two or more
Investment Funds each of which shall be a segregated fund maintained by the
Trustee and invested in one of the following:

                        (i) shares of a Designated Investment Company,

                        (ii) a pooled investment fund or group, or collective
        trust, maintained by an insurance company, bank or trust company
        supervised by a state or federal agency which has been determined by the
        Internal Revenue Service to be a qualified trust or fund exempt from
        federal income tax under Section 501(a) of the Code and which has been
        established to permit separate pension and profit sharing trusts
        qualified under Section 401(a) of the Code to pool some or all of their
        funds for investment purposes, or

                        (iii) one or more investment contracts between the
        Trustee and an insurance company which contract guarantees preservation
        of capital and fixed income and satisfies any requirements of the Code
        and other applicable law to be a permissible investment for pension and
        profit sharing trusts qualified under Section 401(a) of the Code.

                The Employer may in its discretion increase or decrease the
number of Investment Funds or change the Investment Funds, provided, however,
that at least one Investment Fund shall have as its objective to maintain the
stability of capital and, consistent therewith, to maintain liquidity of capital
and provide current income, and shall invest in such fixed income investments as
United States Treasury bills, notes and bonds, obligations of agencies and
instrumentalities of the United States Government, certificates of deposit,
finance company and corporate commercial paper, bankers' acceptances, repurchase
agreements and corporate obligations or shall invest in contracts with major
insurance companies or banks which guarantee fixed rates of interest for
specified periods (the "Money Fund").



                                      -15-
<PAGE>   18

                (b) A Participant may direct that the amount in his Accounts,
and the contributions credited to his Accounts, be invested in an Investment
Fund, and may change the amount in his Accounts invested in an Investment Fund,
at such times and in such manner and proportions as is permitted by the
Committee. If a Participant fails to direct the investment of any of his
Accounts, such Accounts shall be automatically invested in the Money Fund until
the Participant directs that the Accounts be invested in a different Investment
Fund. The Employer and Trustee may adopt procedures permitting Participants to
convey their investment instructions directly to the appropriate insurance
company, bank, trust company or a transfer agent for a Designated Investment
Company, as the case may be.

                (c) If the Employer designates as an Investment Fund a
Designated Investment Company, the portion of all Participants' Accounts
invested in such Designated Investment Company may be held in a single account
maintained by the Designated Investment Company in the name of the Trustee, or,
in the discretion of the Committee, the portion of each Account directed for
investment in the Designated Investment Company may be held in a separate
account maintained by the Designated Investment Company in the name of the
Trustee. In either case, all shares of the Designated Investment Company shall
be registered in the name of the Trustee, but the Trustee need not require
issuance of certificates for the shares.

                (d) Subject to Subsection (e) below, as of each Valuation Date,
each Account shall be charged or credited as appropriate with the earnings,
expenses, gains and losses of each Investment Fund in the proportion that the
individual Account balance held in that Investment Fund bears to the aggregate
of all Account balances held in that Investment Fund on such Valuation Date. Any
other expenses of the Fund not paid directly by the Employer shall be paid from
the Fund and charged to each Account in the same manner. Within ninety (90) days
after the last Valuation Date in each Plan Year, the Trustee shall deliver to
the Committee a detailed accounting of the administration of the Fund during the
period since the date of the previous accounting, including an inventory of the
assets of the Fund at their fair market value as of the Valuation Date.

                (e) Notwithstanding Subsection (d) above, if the portion of each
Account directed for investment in shares of a Designated Investment Company or
an investment contract with an insurance company is held in a separate account
maintained by the Designated Investment Company or insurance company, each such
account shall be valued and charged or credited, as appropriate, with earnings,
expenses, gains and losses in accordance with the procedures of the Designated
Investment Company or insurance company.



                                      -16-
<PAGE>   19

        5.3 Following the revaluation of Accounts at the end of the Plan Year,
the Employer's contributions (or offsetting forfeitures, if any, as appropriate)
for the Plan Year made pursuant to Sections 4.1(a), (b), and (c) and not yet
allocated shall be allocated to the Accounts of the Participants on whose behalf
they were made. All Compensation paid to a Participant eligible to receive
contributions during a Plan Year shall be taken into account for purposes of
determining contributions and allocations, even if for some portion of the Plan
Year he is not a Participant or is not an Eligible Employee.

        5.4 Notwithstanding anything in the Plan to the contrary, the amounts
credited to any person's Accounts under the Plan shall not exceed the
limitations set forth in this Section.

                (a) The annual addition credited to any person's Accounts as of
any date within a Limitation Year may not exceed the lesser of:

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

                        (ii) 25% of the person's compensation for that
        Limitation Year.

        However, the limitation described in Subsection (a)(ii), above, shall
not apply to:

                                (1) any contribution for medical benefits
                (within the meaning of Section 419A(f)(2) of the Code) after
                separation from service which is required to be treated as an
                annual addition under Section 419A(d)(2) of the Code, or

                                (2) any contribution allocated to any individual
                medical account which is required to be treated as an annual
                addition under Section 415(l)(1) of the Code.

                For purposes of applying the limitations of this Section, the
annual addition under this Plan and all other defined contribution plans of the
Employer and/or any Affiliate shall be aggregated, and all such plans shall be
considered a single defined contribution plan.

                (b) "Annual addition" means the sum of:

                        (i) Employer contributions made on behalf of the person
        with respect to the Limitation Year,



                                      -17-
<PAGE>   20

                        (ii) forfeitures from the accounts of others allocated
        to the person with respect to the Limitation Year,

                        (iii) Employee contributions made by the person during
        the Limitation Year, without regard to any rollover contributions (as
        defined in Sections 402(a)(5), 403(a)(4) and 408(d)(3) of the Code) and
        without regard to Employee contributions to a simplified employee
        pension excludable from gross income under Section 408(k)(6) of the
        Code, and

                        (iv) amounts allocated with respect to the Limitation
        Year to an individual medical account, as defined in Section 415(l)(2)
        of the Code, which is part of a pension or annuity plan maintained by
        the Employer and/or any Affiliate, and amounts derived from
        contributions paid or accrued after December 31, 1985, in taxable years
        ending after such date, which are attributable to post-retirement
        medical benefits allocated with respect to the Limitation Year to the
        separate account of a key employee (as defined in Section 419A(d)(3) of
        the Code) under a welfare benefit fund (as defined in Section 419(e) of
        the Code) maintained by the Employer or an Affiliate.

                Excess Savings Contributions made by a Participant and
distributed pursuant to Subsection (i) shall not be treated as part of the
Participant's annual addition.

                (c) The word "compensation" as used in this Section means all
amounts paid or made available to the person from the Employer and/or any
Affiliate within the Limitation Year and included as compensation in regulations
under Section 415 of the Code for purposes of applying the limitations of that
Section of the Code, without regard to how the word "compensation" may be
defined for purposes of other provisions of the Plan. However, the Board may
elect, in a written resolution, to use compensation accrued within a Limitation
Year for purposes of this Section, instead of compensation paid or made
available, if the same election is made by the Employer and each Affiliate with
respect to all plans subject to the limitations of Section 415 of the Code.

                (d) "Limitation Year" means the Plan Year unless the Board
adopts a written resolution specifying a different one-year period.

                (e) If a person is a participant in one or more defined
contribution plans of the Employer and/or any Affiliate and one or more defined
benefit plans of the Employer and/or any Affiliate, the sum of the defined
contribution plan fraction and the defined benefit plan fraction for such person
shall not exceed 1.0.



                                      -18-
<PAGE>   21

                For purposes of applying the limitations of this Section and
computing the defined contribution plan fraction and the defined benefit plan
fraction, all defined contribution plans (whether or not terminated) of the
Employer and/or any Affiliate shall be considered a single defined contribution
plan, and all defined benefit plans (whether or not terminated) of the Employer
and/or any Affiliate shall be considered a single defined benefit plan.

                (f) The defined benefit plan fraction for any Limitation Year is
a fraction:

                        (i) the numerator of which is the projected annual
        benefit of the person under the plan (determined as of the close of that
        Limitation Year), and

                        (ii) the denominator of which is the lesser of:

                                (1) the product of 1.25 multiplied by the dollar
                limitation in effect under Section 415(b)(1)(A) of the Code for
                that Limitation Year, or

                                (2) the product of 1.4 multiplied by the amount
                which may be taken into account under Section 415(b)(1)(B) of
                the Code with respect to the person under the Plan for that
                Limitation Year.

                Notwithstanding anything in the Plan to the contrary, if a
person was a participant as of the first day of the first Limitation Year
beginning after December 31, 1986 in one or more defined benefit plans
maintained by the Employer and/or any Affiliate, which plans were in existence
on May 6, 1986, the denominator of this fraction will not be less than 125
percent of the sum of the projected annual benefits under such plans which the
participant had accrued as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and conditions of
the plans after May 5, 1986. The preceding sentence applies only if the defined
benefit plans individually and in the aggregate satisfied the requirements of
Code Section 415 for all Limitation Years beginning before January 1, 1987.

                (g) The defined contribution plan fraction for any Limitation
Year is a fraction:

                        (i) the numerator of which is the sum of the annual
        additions to the person's Accounts as of the close of the Limitation
        Year, and



                                      -19-
<PAGE>   22

                        (ii) the denominator of which is the sum of the lesser
        of the following amounts determined for that Limitation Year and each
        prior Year of Service with the Employer and/or any Affiliate:

                                (1) the product of 1.25 multiplied by the dollar
                limitation in effect under Section 415(c)(1)(A) of the Code for
                that Limitation Year (determined without regard to Section
                415(c)(6) of the Code), or

                                (2) the product of 1.4 multiplied by the amount
                which may be taken into account under Section 415(c)(1)(B) of
                the Code (or Code Section 415(c)(7), if applicable) with respect
                to the person for that Limitation Year.

                However, at the election of the Employer the amount taken into
account for the denominator of the defined contribution plan fraction for each
person and for all Limitation Years ending before January 1, 1983, shall be an
amount equal to the product of the amount of the denominator of the defined
contribution plan fraction determined above (as in effect for the Limitation
Year ending in 1982), multiplied by the transition fraction.

                (h) The "transition fraction" is a fraction -

                        (i) the numerator of which is the lesser of:

                                (1) $51,875, or

                                (2) 1.4 multiplied by 25% of the person's
                compensation for the Limitation Year ending in 1981, and

                        (ii) the denominator of which is the lesser of:

                                (1) $41,500, or

                                (2) 25% of the person's compensation for the
                Limitation Year ending in 1981.

                Further, and notwithstanding anything in the Plan to the
contrary, if a person was a participant as of the first day of the first
Limitation Year beginning after December 31, 1986 in one or more defined
contribution plans maintained by the Employer and/or any Affiliate, which plans
were in existence on May 6, 1986, the numerator of this fraction will be
adjusted if the sum of this fraction and the defined benefit fraction would
otherwise exceed 1.0 under the terms of this Plan. Under the



                                      -20-
<PAGE>   23

adjustment, an amount equal to the product of (i) the excess of the sum of the
fractions over 1.0 times (ii) the denominator of this fraction, will be
permanently subtracted from the numerator of this fraction. The adjustment is
calculated using the fractions as they would be computed as of the end of the
last Limitation Year beginning before January 1, 1987, and disregarding any
changes in the terms and conditions of the plans made after May 6, 1986, but
using the Code Section 415 limitation applicable to the first Limitation Year
beginning on or after January 1, 1987.

                For purposes of the calculations of this Section, the annual
addition for any Limitation Year beginning before January 1, 1987 shall not be
recomputed to treat all employee contributions as annual additions.

                (i) If the limitations of this Section would be exceeded with
respect to any person for any Limitation Year solely as a result of the annual
addition which would be credited to the person's Accounts under this Plan
(without regard to this Section), adjustments shall be made to reduce the annual
addition to his Accounts for such Limitation Year so as to eliminate such
excess. Such adjustments shall be made by allocating and reallocating such
excess annual addition to the Accounts of other Participants in the Plan.
However, if the allocation or reallocation of the excess amounts pursuant to
this Section causes the limitations of this Section to be exceeded with respect
to each Participant for the Limitation Year, then amounts which cannot be
allocated without exceeding the limitations of this Section shall be held
unallocated in a suspense account. If a suspense account is in existence at any
time during a Limitation Year, other than the Limitation Year described in the
preceding sentence, all amounts in the suspense account shall be allocated and
reallocated to Participants' Accounts (subject to the limitations of this
Section) before any Employer contributions which would constitute annual
additions may be made to the Plan for the Limitation Year.

                If the limitations of this Section would be exceeded for any
person for any Limitation Year because of the combined annual addition and/or
benefit under this Plan and one or more other plans of the Employer and/or an
Affiliate (without regard to this Section), adjustments shall be made to reduce
such annual addition and/or benefit so as to eliminate such excess. Such
adjustments shall be subject to any written agreement between the Committee and
the person or persons empowered to sign such an agreement on behalf of the other
plan(s), and shall be made in accordance with the method or methods of
adjustment specified in this Plan or such other plan(s) and the regulations
under Section 415 of the Code permitting such adjustments.

                If at any time during the Limitation Year, a suspense account is
in existence pursuant to this Section, investment gains and losses and other
income shall be allocated to the suspense account, and the entire amount
allocated to the Participants from such



                                      -21-
<PAGE>   24

suspense account shall be considered an annual addition. Upon termination of the
Plan, unallocated amounts in the suspense account shall, notwithstanding any
other provision of this Plan, revert to the Employer.

                Notwithstanding the above provisions of this Section, if the
limitations of this Section would be exceeded as a result of a reasonable error
in determining the amount of Savings Contributions that may be made with respect
to a person under this Section (or under other facts and circumstances that the
Commissioner of the Internal Revenue Service finds justify the return of such
contributions to correct such excess) the Savings Contributions (together with
income attributable to such contributions) shall be distributed to such person
to the extent the distribution reduces the annual addition to eliminate such
excess. Any amount so distributed shall be disregarded for purposes of
calculating such person's "Actual Deferral Percentage" (as defined in the
following Section).

                All adjustments made pursuant to this Section shall be made in a
nondiscriminatory manner.

                (j) This Section shall be interpreted and applied in a manner
consistent with the applicable provisions of Section 415 of the Code and the
regulations thereunder, the terms of which are specifically incorporated herein
by reference, including, but not limited to, the computation of all
contributions and benefits made by, on behalf of, or provided for a person. If
any provision of this Plan, including this Section, is inconsistent with Section
415 of the Code and such regulations, the provisions of Section 415 of the Code
and the regulations shall control.

        5.5 In addition to all the other limitations under the Plan, the
contributions credited to Participants' Accounts for each Plan Year shall
satisfy the requirements of this Section. For Plan Years beginning after
December 31, 1991, if employees included in a unit of employees covered by a
collective bargaining agreement between employee representatives and the
Employer participate in this Plan with other employees, then the requirements of
this Section shall be applied separately to each group of employees included in
each separate unit, and to the remaining employees who are not included in any
such unit.

                (a) Subject to Subsection (c), below, the Actual Deferral
Percentage of the Eligible Highly Compensated Employees shall satisfy one of the
following tests:

                        (i) the Actual Deferral Percentage of the Eligible
        Highly Compensated Employees shall not be more than the Actual Deferral
        Percentage of the Eligible Non-Highly Compensated Employees multiplied
        by 1.25; or



                                      -22-
<PAGE>   25

                        (ii) the excess of the Actual Deferral Percentage of the
        Eligible Highly Compensated Employees over the Actual Deferral
        Percentage of the Eligible Non-Highly Compensated Employees shall not be
        more than two percentage points, and the Actual Deferral Percentage of
        the Eligible Highly Compensated Employees shall not be more than the
        Actual Deferral Percentage of the Eligible Non-Highly Compensated
        Employees multiplied by 2.0.

                (b) Subject to Subsection (c), below, the Actual Contribution
Percentage of the Eligible Highly Compensated Employees shall satisfy one of the
following tests.

                        (i) the Actual Contribution Percentage of the Eligible
        Highly Compensated Employees shall not be more than the Actual
        Contribution Percentage of the Eligible Non-Highly Compensated Employees
        multiplied by 1.25; or

                        (ii) the excess of the Actual Contribution Percentage of
        the Eligible Highly Compensated Employees over the Actual Contribution
        Percentage of the Eligible Non-Highly Compensated Employees shall not be
        more than two percentage points, and the Actual Contribution Percentage
        of the Eligible Highly Compensated Employees shall not be more than the
        Actual Contribution Percentage of the Eligible Non-Highly Compensated
        Employees multiplied by 2.0.

                (c) The sum of the Actual Deferral Percentage and the Actual
Contribution Percentage of the Eligible Highly Compensated Employees shall not
exceed the Aggregate Limit. The Aggregate Limit is equal to the sum of:

                        (i) 125% of the greater of (1) the Actual Deferral
        Percentage of the Eligible Non-Highly Compensated Employees, or (2) the
        Actual Contribution Percentage of the Eligible Non-Highly Compensated
        Employees; and

                        (ii) 2.0 plus the lesser of (1) or (2) in Subsection
        (c)(i) above. In no event, however, shall this amount exceed 200% of the
        lesser of (1) or (2) in Subsection (c)(i) above.

                The Aggregate Limit shall be calculated by substituting "lesser"
for "greater" in Subsection (c)(i) above, and by substituting "greater" for
"lesser" in Subsection (c)(ii) above, if this would result in a larger Aggregate
Limit.

                The Actual Deferral Percentage and the Actual Contribution
Percentage of the Eligible Highly Compensated Employees shall be determined
after any distribution of Excess Savings Contributions and Excess Matching
Contributions required under this Section without regard to this Subsection (c).



                                      -23-
<PAGE>   26

                (d) For purposes of this Section, the following terms have the
meanings indicated below.

                        (i) "Eligible Highly Compensated Employee" and "Eligible
        Non-Highly Compensated Employee" mean any Highly Compensated Employee or
        Non-Highly Compensated Employee, respectively, who at any time during
        the Plan Year is a Participant and is eligible to be credited with the
        types of contributions taken into account in the calculation of the
        applicable percentage.

                        (ii) "Actual Deferral Percentage" for a group of
        Employees for a Plan Year means the average of the Actual Deferral
        Ratios calculated separately for each Employee in such group to the
        nearest one-hundredth of one percent (.01%).

                        (iii) "Actual Deferral Ratio" for an Employee is the
        ratio of the Savings Contributions (but excluding Savings Contributions
        that are taken into account for purposes of calculating such Employee's
        Actual Contribution Ratio, provided the Actual Deferral Percentage Test
        of Subsection (a) is satisfied both with and without exclusion of these
        Savings Contributions) credited to the Accounts of such Employee for the
        Plan Year, to the Employee's compensation (as defined in Section 414(s)
        of the Code) for the entire Plan Year. The determination of the Actual
        Deferral Ratio for an Eligible Highly Compensated Employee and his
        family members (as defined in Section 414(q)(6) of the Code) shall be
        determined pursuant to regulations issued under Section 401(k) of the
        Code.

                        (iv) "Actual Contribution Percentage" for a group of
        Employees for a Plan Year means the average of the Actual Contribution
        Ratios calculated separately for each Employee in such group to the
        nearest one-hundredth of one percent (.01%).

                        (v) "Actual Contribution Ratio" for an Employee is the
        ratio of the sum of the Matching Contributions, and, at the election of
        the Employer, Savings Contributions, or both (to the extent such Savings
        Contributions are not taken into account for purposes of calculating
        such Employee's Actual Deferral Ratio) credited to the Accounts of such
        Employee for the Plan Year to the Employee's compensation (as defined in
        Section 414(s) of the Code) for such entire Plan Year. The determination
        of the Actual Contribution Ratio for an Eligible Highly Compensated
        Employee and his family members (as defined in Section 414(q)(6) of the
        Code) shall be determined pursuant to regulations issued under Section
        401(k) of the Code.



                                      -24-
<PAGE>   27

                        (vi) "Actual Contribution Ratio" for an Employee is the
        ratio of the Matching Contributions credited to the Accounts of such
        Employee for the Plan Year to the Employee's compensation (as defined in
        Section 414(s) of the Code) for such entire Plan Year. The determination
        of the Actual Contribution Ratio for an Eligible Highly Compensated
        Employee and his family members (as defined in Section 414(q)(6) of the
        Code) shall be determined pursuant to regulations issued under Section
        401(k) of the Code.

                (e) If, for any Plan Year, the Actual Deferral Percentage of the
Eligible Highly Compensated Employees would not satisfy one of the alternate
tests in Subsection (a) above (without regard to this Subsection), then the
Employer shall adjust the contributions credited to Participants' Accounts to
satisfy one of the tests by reducing the Savings Contributions which would
otherwise be credited to the Savings Accounts of Eligible Highly Compensated
Employees by the amount of Savings Contributions in excess of the maximum amount
which would satisfy one of the alternate tests in Subsection (a) above ("Excess
Savings Contributions"). The amount of Excess Savings Contributions for an
Eligible Highly Compensated Employee for a Plan Year shall be determined by the
following method under which the Actual Deferral Ratio of the Eligible Highly
Compensated Employee with the highest Actual Deferral Ratio is reduced to the
extent required to:

                                (1) enable the arrangement to actually satisfy
                one of the tests in Subsection (a) above, or

                                (2) cause such Eligible Highly Compensated
                Employee's Actual Deferral Ratio to equal the Actual Deferral
                Ratio of the Eligible Highly Compensated Employee with the next
                highest Actual Deferral Ratio.

                This process shall be repeated until one of the tests described
in Subsection (a), above is satisfied. In no case shall the amount of Excess
Savings Contributions for a Plan Year with respect to any Eligible Highly
Compensated Employee exceed the amount of Savings Contributions made on behalf
of such Eligible Highly Compensated Employee for such Plan Year.

                To the extent Savings Contributions on behalf of any Participant
are reduced under this Subsection, such Savings Contributions and the income
allocable to such contributions shall be paid to the Participant no later than
twelve months after the end of the Plan Year for which such Savings
Contributions were made. Any amounts paid to a Participant under this Subsection
shall be treated as compensation (and shall be subject to federal income and
other tax withholding by the Employer on the same basis as



                                      -25-
<PAGE>   28

other compensation paid to the Participant by the Employer) for the
Participant's taxable year in which occurs the earliest dates such Savings
Contributions would have been received by the Participant had he not elected to
defer such Contributions or, if distributed more than two and one-half months
after the Plan Year for which they were made, in the taxable year of the
Participant in which distributed.

                (f) If, for any Plan Year, the Actual Contribution Percentage of
the Eligible Highly Compensated Employees would not satisfy one of the alternate
tests in Subsection (b) above (without regard to this Subsection), then the
Employer shall adjust the contributions credited to Participants' Accounts to
satisfy one of the tests by reducing the Matching Contributions which would
otherwise be credited to the Matching Accounts of Eligible Highly Compensated
Employees by the amount of Matching Contributions in excess of the amount which
would satisfy one of the alternate tests in Subsection (b) above ("Excess
Matching Contributions"). The amount of Excess Matching Contributions for an
Eligible Highly Compensated Employee for a Plan Year shall be determined by the
following method under which the Actual Contribution Ratio of the Eligible
Highly Compensated Employee with the highest Actual Contribution Ratio is
reduced to the extent required to:

                                (1) enable the arrangement to actually satisfy
                one of the tests in Subsection (b) above, or

                                (2) cause such Eligible Highly Compensated
                Employee's Actual Contribution Ratio to equal the Actual
                Contribution Ratio of the Eligible Highly Compensated Employee
                with the next highest Actual Contribution Ratio.

                This process shall be repeated until one of the tests described
in Subsection (b) above is satisfied. In no case shall the amount of Excess
Matching Contributions for a Plan Year with respect to any Eligible Highly
Compensated Employee exceed the amount of Matching Contributions made on behalf
of such Eligible Highly Compensated Employee for such Plan Year.

                To the extent nonvested Matching Contributions are reduced
pursuant to this Section, such Matching Contributions and the income allocable
to such contributions shall be forfeited at the end of the Plan Year for which
such Matching Contributions were, or would have been, made and used by the
Employer to satisfy its obligation to make Matching Contributions on behalf of
other Participants.

                To the extent vested Matching Contributions are reduced under
this Subsection, such Matching Contributions and the income allocable to such
contributions



                                      -26-
<PAGE>   29

shall be paid to the Participant no later than twelve months after the end of
the Plan Year for which such Matching Contributions were made. Any amounts paid
to a Participant under this Subsection shall be treated as compensation (and
shall be subject to federal income and other tax withholding by the Employer on
the same basis as other compensation paid to the Participant by the Employer)
for the Participant's taxable year ending with or within the Plan Year for which
the excess Matching Contributions were made or, if distributed more than two and
one-half months after the end of such Plan Year, in the taxable year of the
Participant in which distributed.

                (g) If, for any Plan Year, the contributions that would be
credited to Participants' Accounts would not satisfy the limit in Subsection (c)
(without regard to this Subsection), then the Employer shall adjust such
contributions to satisfy such limit by reducing the Matching Contributions of
Eligible Highly Compensated Employees, thereby reducing the Actual Contribution
Percentage for Eligible Highly Compensated Employees, in the same manner
described in Subsection (f) above.

                (h) If the Employer determines that the Savings Contributions to
be credited to a Participant's Savings Account for any calendar year together
with all other "elective deferrals" made by the Participant for the calendar
year to any other plan maintained by the Employer or an Affiliate exceeds the
applicable annual dollar limitation determined by the Secretary of the Treasury
under Section 402(g) of the Code and regulations thereunder ("Excess Savings
Contributions"), then the amount of such Excess Savings Contributions shall be
paid to the Participant (together with any income allocable thereto) by the
April 15 following such calendar year, and any Matching Contributions and income
allocable thereto, which would have been made or credited, or were made or
credited, as a result of the Excess Savings Contributions paid to a Participant
pursuant to this Section shall not be made or credited, or, if already made or
credited, shall be forfeited and used by the Employer to satisfy its obligation
to make Matching Contributions on behalf of other Participants.

                If a Participant notifies the Employer by the March 1 following
a calendar year that the Savings Contributions to be credited to his Savings
Account for the calendar year together with all other "elective deferrals" made
by the Participant for the calendar year exceeds the applicable annual dollar
limitation determined by the Secretary of the Treasury under Section 402(g) of
the Code, then the amount of such Excess Savings Contributions which the
Participant in such notification allocates to this Plan shall be paid to the
Participant (together with any income allocable thereto) by the April 15
following the end of such calendar year, and any Matching Contributions and
income allocable thereto, which would have been made or credited, or were made
or credited, as a result of the Excess Savings Contributions paid to a
Participant pursuant to this Section shall not be made or credited or, if
already made or credited, shall be forfeited at the end



                                      -27-
<PAGE>   30

of the Plan Year for which such Matching Contributions were, or would have been,
made and used by the Employer to satisfy its obligation to make Matching
Contributions on behalf of other Participants for such Plan Year or, to the
extent of any excess, in subsequent Plan Years. Any amounts paid to a
Participant under this Section shall be treated as compensation for the calendar
year in which such Savings Contributions were made and shall be subject to
federal income and other tax withholding by the Employer on the same basis as
other compensation paid to the Participant by the Employer.

                For purposes of this Section, the term "elective deferrals"
shall include:

                        (i) Any elective contribution under a qualified cash or
        deferred arrangement (as defined in Section 401(k) of the Code) to the
        extent such contribution is not includable in the individual's gross
        income for the taxable year on account of Section 402(a)(8) of the Code.

                        (ii) Any employer contribution to a simplified employee
        pension plan (as defined in Section 408(k) of the Code) to the extent
        such contribution is not includable in the individual's gross income for
        the taxable year on account of Section 402(h)(1)(B) of the Code.

                        (iii) Any employer contribution to an annuity contract
        under Section 403(b) of the Code under a salary reduction agreement
        (within the meaning of Section 3121(a)(5)(D) of the Code) to the extent
        such contribution is not includable in the individual's gross income for
        the taxable year on account of Section 403(b) of the Code.

                        (iv) Any employee contribution designated as deductible
        under a trust in Section 501(c)(18) of the Code to the extent that such
        contribution is deductible from such individual's income for the taxable
        year on account of Section 501(c)(18) of the Code. For purposes of this
        Section, such employee contribution shall be treated as though it were
        excluded from the individual's gross income.

                The amount of Excess Savings Contributions distributed under
this Subsection with respect to a Participant for a Plan Year shall be reduced
by any Excess Savings Contributions previously distributed to him pursuant to
this Subsection for his taxable year ending with or within such Plan Year. The
amount of Excess Savings Contributions that may be distributed under this
Subsection with respect to a Participant for a taxable year shall be reduced by
any Excess Savings Contributions previously distributed with respect to such
Participant for the Plan Year beginning with or within such taxable year
pursuant to the preceding Subsections. The amount of Excess Savings



                                      -28-
<PAGE>   31

Contributions under the preceding Subsections includable in the gross income of
the Participant and reported by the Employer as a distribution of Excess Savings
Contributions shall be reduced by the amount of any reduction of Savings
Contributions under this Subsection. In no case may a Participant receive from
the Plan Excess Savings Contributions for a taxable year under this Subsection
greater than the Participant's total Savings Contributions under this Plan for
the taxable year.

                (i) Income allocable to Excess Savings Contributions and Excess
Matching Contributions for a Plan Year shall be determined by multiplying the
income for the Plan Year allocable to the Participant's Savings Contributions or
Matching Contributions by a fraction, the numerator of which is the Excess
Savings Contributions or Excess Matching Contributions for the Plan Year and the
denominator of which is the total account balance attributable to such
Contributions, reduced by the gain allocable to such amount for the Plan Year
and increased by the loss allocable to such amount for the Plan Year.

                (j) This Section shall be interpreted and applied in a manner
consistent with the applicable provisions of Sections 401(k) and 401(m) of the
Code and the final regulations thereunder, the terms of which are specifically
incorporated herein by reference. If any provision of this Plan, including this
Section, is inconsistent with such Sections of the Code or the regulations
thereunder, the Code and regulations shall control.

        5.6 All credits, deductions and adjustments under this Article shall be
deemed to have been made on the date to which they relate even though they may
be computed on some later date, unless otherwise indicated.


                                    ARTICLE 6
                               VESTING OF BENEFITS

        6.1 Subject to the other provisions of this Plan, each Participant shall
have a fully vested, nonforfeitable interest in his Savings Account, Matching
Account, and Rollover Account at all times and shall have a vested,
nonforfeitable interest in the following percentage of his Employer Contribution
Account:



                                      -29-
<PAGE>   32

<TABLE>
<CAPTION>
        Years of Service                           Percentage
        ----------------                           ----------
<S>                                                <C>
        Less than one                                    0
        At least one                                    50
        Two or more                                    100
</TABLE>

        6.2 The following rules will be used in applying the vesting schedule
above.

                (a) If an Employee completes 1,000 Hours of Service in a Plan
Year he will be credited with a Year of Service whether or not he is an Employee
at the beginning or at the end of the Plan Year. If an Employee fails to
complete at least 1,000 Hours of Service in any Plan Year, that Plan Year shall
not be counted as a Year of Service even though the Employee does not incur a
Break in Service during that Plan Year. All of an Employee's Years of Service
shall be taken into account in determining his vested interest unless
specifically disregarded under the following Subsections.

                (b) Years of Service after five consecutive Breaks in Service
shall be disregarded in determining a Participant's vested interest in amounts
derived from Employer contributions made or accrued before the Breaks.

                (c) If an Employee with no vested interest in his Employer
Contribution Account incurs five consecutive Breaks in Service, Years of Service
completed before the Breaks shall be disregarded if the number of consecutive
Breaks equals or exceeds the aggregate number of Years of Service credited to
him before the Breaks. The aggregate number of Years of Service credited before
the Breaks shall not include any Years of Service previously disregarded under
the Plan due to any prior Breaks in Service.

                (d) Unless otherwise disregarded under this Section, Years of
Service completed prior to the Effective Date shall be taken into account.

                (e) With respect to persons who were Participants prior to
January 1, 1995, for purposes of this Article, an Employee's Years of Service
with Eastman Kodak Company, a New Jersey corporation, Snomax Technologies, a
subsidiary of Eastman Kodak Company, Cultor Ltd., a Finnish corporation, and
Genencor, Inc., a Delaware corporation, shall be taken into account. With
respect to persons who were employees of Royal Gist-Brocades N.V., a Netherlands
company, prior to June 2, 1995, for purposes of this Article, such persons'
Years of Service with Royal Gist-Brocades N.V. prior to such date shall be taken
into account. With respect to persons who were employees of Genencor
International Indiana, Inc. (formerly known as Solvay Enzymes, Inc.), a Delaware
corporation, prior to July 1, 1996, for purposes of this Article, such persons'



                                      -30-
<PAGE>   33

Years of Service with [Genencor International Indiana, Inc.] prior to such date
shall be taken into account.

        6.3 If the Plan is amended, each Participant who has completed at least
three Years of Service (as computed for purposes of this Article) as of the date
which is sixty (60) days after the later of the day the amendment is adopted or
becomes effective and whose present or future vested rights might be directly or
indirectly affected by such amendment shall have his vested interest computed
under the Plan as amended, or under the without regard to such amendment,
whichever results in greater vesting credit for the Participant.


                                    ARTICLE 7
                          DISTRIBUTIONS TO PARTICIPANTS

        7.1 This Section sets forth certain rules which apply to all
distributions from the Plan. In addition, the remainder of this Article
establishes other rules with which specified distributions must comply. In the
event of any conflict between rules set forth in this Article, making compliance
with both rules impossible, the rule shall control which requires the earliest
distribution(s) to be made from the Plan.

                (a) Anything to the contrary herein notwithstanding, a
Participant's vested interest in the Plan shall be distributed to him not later
than his required beginning date (as defined in Subsection (c) below).

                (b) If a Participant dies before distribution of his vested
interest has been made, then his entire vested interest shall be distributed by
the end of the fifth calendar year following his death.

                Notwithstanding the preceding paragraph, if the Participant's
designated beneficiary is the Participant's surviving spouse, distribution to
such spouse need not be made earlier than the date the Participant would have
attained age 70-1/2 and, if the surviving spouse dies before distribution to her
is made, then this Section shall apply as if the surviving spouse were the
Participant.

                (c) The term "required beginning date" means the April 1 of the
calendar year following the calendar year in which the Participant attains age
70-1/2.

                (d) For purposes of this Section, the term "designated
beneficiary" means any person designated as a beneficiary by the Participant.



                                      -31-
<PAGE>   34

                (e) In accordance with regulations prescribed by the Secretary
of the Treasury under Section 401(a)(9) of the Code, for purposes of this
Section any amount paid to a Participant's child shall be treated as if it were
paid to the Participant's surviving spouse if such amount will become payable to
the surviving spouse when the child reaches majority age or upon the occurrence
of some other designated event permitted under such regulations.

                (f) The Plan shall be subject to the incidental death benefit
rules of Section 401(a)(9) of the Code and regulations issued thereunder. Any
distributions required by such rules shall be treated as distributions required
under this Section.

                (g) Unless a Participant or his beneficiary makes an election
permitted under the Plan to the contrary, payment of his benefits under the Plan
shall be made no later than the 60th day after the latest of the end of the Plan
Year in which occurs:

                        (i) the earlier of his Normal Retirement Date or the
        date he attains age 65;

                        (ii) the 10th anniversary of the date he commenced
        participation in the Plan; or

                        (iii) the date he separates from service as an Employee.

                If the amount of any benefit payment cannot be determined by the
date required under this Subsection, payment shall be made retroactive to such
date.

                (h) If a Participant is required under this Section to take a
distribution of a portion of his interest in the Fund while in service as an
Employee, then the Committee shall distribute his entire vested interest in
accordance with the requirements of Section 7.7, as if his service as an
Employee had terminated. Once distributions to a Participant have begun under
this Subsection:

                        (i) such Participant's Accounts shall be distributed at
        least annually in accordance with the preceding sentence, and,

                        (ii) if the Participant dies while in service as an
        Employee, any amounts payable from his Accounts after his death and not
        otherwise governed by an election made under Section 7.7 shall be
        payable in accordance with the provisions of Section 7.5.



                                      -32-
<PAGE>   35

                (i) This Section shall be interpreted in a manner consistent
with, and all distributions from the Plan shall be made in accordance with,
Section 401(a)(9) of the Code and regulations issued thereunder.

        7.2 If a Participant separates from service as an Employee before he
reaches his Normal Retirement Date, incurs a Disability, or dies, and his vested
interest in all of his Accounts is valued at $3,500 or less, then his vested
interest will be paid to him as soon as administratively practicable after the
end of the calendar quarter in which his separation occurs. If his vested
interest in all of his Accounts is valued at more than $3,500, his Accounts
shall be held in the Fund until he reaches what would have been his Normal
Retirement Date or dies, unless he elects to receive his vested interest by
filing a written election form with the Committee during any Plan Year. His
vested interest shall then be paid as soon as practicable after the date his
election is filed with the Committee. In applying this Section, the following
rules shall apply:

                (a) If the separated Participant's vested interest in all of his
Accounts is valued at more than $3,500, distribution shall not be made prior to
his Normal Retirement Date without his written consent.

                (b) If the separated Participant is less than fully vested in
any of his Accounts, the nonvested portion of his Accounts shall be held in the
Fund for his potential benefit until the earliest of the date on which: (i) he
incurs his fifth consecutive Break in Service, (ii) his vested Accounts are
distributed to him, or (iii) he dies. Subject to Section 7.5, the nonvested
portion of his Accounts shall be declared forfeited at the end of the Plan Year
in which he separates from service as an Employee. If he resumes service as an
Employee and completes enough Hours of Service to avoid a Break in Service in a
Plan Year before incurring five consecutive Breaks in Service, his nonvested
Accounts (held following forfeiture thereof as a suspense account sharing in
neither gains, losses nor expenses of the Fund) shall be restored and Years of
Service (if any) completed after such resumption of service shall be taken into
account in determining his vested interest in his Accounts, in accordance with
Subsection (c) below. Forfeitures shall be used to pay Plan expenses for the
Plan Year and, if any forfeitures remain after the payment of such expenses,
shall be used to offset Employer contributions required pursuant to Sections
4.1(b) and (c)(i), above, or reallocated to other Participants' Accounts, all in
accordance with the provisions of Articles 4 and 5, above.

                (c) The vested portion of each Account of a separated
Participant who resumes service as an Employee before the earlier of the date on
which he dies or incurs his fifth consecutive Break in Service shall (until the
Account becomes fully vested) be computed by: (i) adding the Account balance on
the day as of which the computation is made to the total of all previous
distributions from the Account; (ii) multiplying the sum



                                      -33-
<PAGE>   36

computed in (i) by the applicable vested percentage specified in Article 6,
based on all of the Participant's Years of Service (unless otherwise excluded
under Article 6) before and after his resumption of service; and (iii)
subtracting the previous distributions from the amount computed in (ii).

        7.3 If a Participant is in service as an Employee on or after his Early
or Normal Retirement Date, all of his Accounts shall automatically become fully
vested and nonforfeitable on the date of that service.

                (a) In the case of a Participant who separates from service as
an Employee on or after his Early Retirement Date but before his Normal
Retirement Date, payment of his Accounts shall be governed by the provisions of
Section 7.2.

                (b) In the case of a Participant who separates from service as
an Employee on or after his Normal Retirement Date, payment of his Accounts
shall occur as follows: If the total value of his Accounts does not exceed
$3,500, then the total value will be paid to him in a single sum as soon as
administratively practicable after the end of the Plan Year in which he
separates from service as an Employee. If the total value of his Accounts
exceeds $3,500, then he may file a written election with the Committee in
accordance with Section 7.7, designating the form of his benefit and the
beneficiary for any amounts remaining unpaid at his death. The total value of
his Accounts shall be paid, or begin to be paid (depending on the form of
benefit he elects), as soon as administratively practicable after the close of
the Plan Year in which he separates from service as an Employee.

        7.4 If a Participant separates from service as an Employee because of a
Disability, all of his Accounts shall automatically become fully vested and
nonforfeitable, and if the total value of his Accounts does not exceed $3,500,
the total value shall be paid to him in a single sum as soon as administratively
practicable after the end of the Plan Year in which the determination of
Disability occurs. If the total value of his Accounts exceeds $3,500, his
Accounts shall be held in the Fund until he reaches his Normal Retirement Date
or dies, at which time the total value of his Accounts will be paid out in
accordance with this Article, unless he elects to receive his Accounts by filing
a written election form with the Committee during any Plan Year. The total value
of his Accounts shall then be paid as soon as administratively practicable after
the date his election is filed with the Committee.

        7.5 (a) If a Participant dies while in service as an Employee, all of
his Accounts shall automatically become fully vested and nonforfeitable.



                                      -34-
<PAGE>   37

                (b) If a Participant dies before his Benefit Starting Date, his
total vested interest in all of his Accounts shall be payable as soon as
practicable after his death either (i) to his spouse, or (ii) if he was not
married at the time of his death or his spouse has consented in writing (in
accordance with Subsection (e) below), to his designated beneficiary or
beneficiaries. If there is no designated beneficiary, or if a designated
beneficiary fails to survive the Participant and there is no contingent
beneficiary designated to receive the amount payable to the deceased
beneficiary, then the benefit for which there is no designated beneficiary shall
be paid either:

                        (i) to the Participant's spouse, if he was married at
        the time of death, or

                        (ii) if he was unmarried, in equal shares to the members
        of the first of the following classes to have a member or members at his
        death:

                                (1) his issue, per stirpes,

                                (2) his parents,

                                (3) his parents' issue, per stirpes, or

                                (4) if none of the first three classes have
                members at his death, then to his estate.

                (c) Any benefit payable under this Section to a Participant's
designated beneficiary (including his surviving spouse) shall be paid in a
single cash sum, unless the Participant elects, and the spouse consents, as
provided below, to have the distribution made in the form of installments
payable over the life expectancy of the designated beneficiary.

                (d) Within a reasonable time after a person becomes a
Participant, the Committee shall provide him with a written notice explaining
the terms and conditions of the single sum spousal death benefit, the
circumstances in which it will be paid, the Participant's right to make (and the
effect of) an election to waive the single sum spousal death benefit, the rights
of the Participant's spouse to consent or withhold her consent to the election,
and the Participant's right to revoke the election (and the effect thereof). The
notice and explanation shall be written in a nontechnical manner calculated to
be understood by Participants generally.

                (e) With the written consent of his spouse, a Participant may
elect to waive the single sum spousal death benefit described above, and select
a different form of benefit or a different beneficiary, by filing a written
signed election with the Committee



                                      -35-
<PAGE>   38

during the Applicable Election Period. The Committee shall provide forms for use
in making the election in accordance with regulations issued by the Secretary of
the Treasury. Any election by the Participant to waive the single sum spousal
death benefit shall clearly indicate that the Participant is electing, and his
spouse is consenting to, the waiver of such benefit, shall acknowledge the
effect of the spousal consent, shall be in writing signed by the Participant and
spouse, with the spouse's signature notarized, shall be effective only with
respect to the beneficiaries specifically identified (unless the form
specifically provides that the consent is valid with respect to all
beneficiaries then or thereafter named, the form acknowledges that the spouse
had the right to limit consent to specifically named beneficiaries, and the
spouse voluntarily elected to relinquish that right) and only for the spouse
consenting thereto, and shall not be effective unless signed and filed with the
Committee during the Applicable Election Period. A Participant may elect to
waive the single sum spousal death benefit and may revoke such election (and the
revocation shall not require spousal consent), at any time during the Applicable
Election Period, in accordance with this Section. If such an election is
revoked, it may be reinstated at any time during the Applicable Election Period,
by making another election in accordance with this Section.

                Notwithstanding the preceding paragraph, no spousal consent
shall be required to waive the single sum spousal death benefit if it is
established to the satisfaction of the Committee that spousal consent may not be
obtained because there is no spouse or the spouse cannot be located, or because
of such other circumstances as the Secretary of the Treasury may prescribe by
regulations.

                (f) Nothing contained in this Section shall be interpreted or
applied to permit a distribution not permitted under Section 7.1 or to delay a
distribution required under Section 7.1.

        7.6 The amount of any benefit payment due under this Article shall be
determined on the basis of the value of the Participant's Accounts as of the
date of distribution or, if impracticable, the most recent date before
distribution on which a proper value can be determined, and shall be debited to
such Accounts as of such date. For purposes of applying rules under the Plan
which depend upon whether the value of a benefit exceeds $3,500, if, at any time
after a benefit becomes distributable to a person, the value of the vested
interest of that person exceeds $3,500, then the value of that person's benefit
shall thereafter be treated as if it exceeds $3,500, regardless of whether the
value of the total benefit actually payable to that person may at some later
time not exceed $3,500.

        7.7 Any benefit payable to a Participant under this Article shall be
paid in a single cash sum; provided, however, that if the value of such benefit
exceeds $3,500



                                      -36-
<PAGE>   39

and payment is to commence after his Early or Normal Retirement Date, the
Participant may elect to receive his benefit in annual installments for a period
certain not longer than the life expectancy of the Participant (or the life
expectancy of the Participant and his designated beneficiary). Any balance
remaining after the Participant's death shall continue to be paid in
installments after his death to his designated beneficiary; provided, however,
that if the Participant completed an Hour of Service after August 22, 1984 and
he is married at the time of his death, such balance shall be paid in a single
cash sum to his spouse, unless his spouse consents to his designation of a
different beneficiary or to different form of payment. The requirements for such
designation and spousal consent shall be the same as those for the designation
of a death beneficiary and spousal consent set forth in Section 7.5(f).

                Nothing contained in this Section shall be interpreted or
applied to permit a distribution not permitted under Section 7.1 or to delay a
distribution required under Section 7.1.

        7.8 If any benefits become payable to a minor or a person under any
legal or other disability or incapacity, the Committee may direct distribution
either: (a) directly to the entitled thereto; or (b) to his legal guardian,
committee, or other conservator of his person or property; or (c) to a third
person or persons for his benefit.

        7.9 If checks in payment of Plan benefits cannot be distributed because
the Committee, after making reasonable efforts to do so, cannot locate the
proper payee, the subject benefits shall be declared forfeited at the end of the
Plan Year in which payment is attempted, and shall be reallocated to the
Accounts of other Participants in accordance with the provisions of Article 5.
If the payee contacts the Committee after the benefits are reallocated and
submits a claim for them, he shall be entitled to reinstatement of such
forfeited benefits. If a claim is made for such forfeited benefits, payment
shall be funded from any amounts forfeited during that Plan Year by other
Participants. To the extent that the claim exceeds current forfeitures, the
difference (or if there are no forfeitures, the full amount) shall be made up
from Employer contributions and/or earnings of the Fund for the Plan Year in
which the claim is made. To the extent forfeitures, Employer contributions or
earnings are used for this purpose, the amounts available for allocation under
the Plan shall be correspondingly reduced. Notwithstanding anything to the
contrary in this Section, no forfeiture shall be declared under this Section
with respect to a Participant prior to the end of the Plan Year following the
Plan Year in which his benefits first become distributable without his consent.

        7.10 A Participant may apply to receive a distribution of amounts in his
Savings Account, but excluding any earnings thereon, in the event he incurs a
hardship. A distribution is on account of hardship only if the distribution is
both made on account



                                      -37-
<PAGE>   40

of an immediate and heavy financial need of the Participant and is necessary to
satisfy such financial need. The determinations of the existence of an immediate
and heavy financial need and of the amount necessary to meet the need shall be
made by the Committee in a nondiscriminatory manner on the basis of all relevant
facts and circumstances. However, a distribution will be deemed to be made on
account of an immediate and heavy financial need only if the distribution is on
account of:

                (a) Medical expenses described in Section 213(d) of the Code
incurred by the Participant or Participant's spouse, or any dependents of the
Participant (as defined in Section 152 of the Code);

                (b) Purchase of a principal residence for the Participant
(excluding mortgage payments);

                (c) Payment of tuition for the next semester or quarter of
post-secondary education for the Participant, his or her spouse, children, or
dependents;

                (d) Costs to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or

                (e) Such other expenses as may be specifically enumerated under
applicable federal regulations as giving rise to an immediate and heavy
financial need for purposes of 401(k) of the Code.

                A hardship distribution shall not be made in excess of the
amount of the immediate and heavy financial need of the Participant, nor shall
any hardship distribution be made unless the Participant has obtained all
distributions (other than hardship distributions) and all nontaxable loans then
available under all plans maintained by the Employer or any Affiliate.

                A Participant's Savings Contributions shall be suspended for the
twelve-month period immediately following receipt of the hardship distribution.
In addition, the Participant's Savings Contributions for his taxable year
immediately following the taxable year of the hardship distribution may not
exceed (i) the applicable limit under Section 402(g) of the Code for such next
taxable year, less (ii) the amount of his Savings Contributions for the taxable
year of the hardship distribution.

        7.11 Anything to the contrary herein notwithstanding, a Participant who
has attained age 59? may withdraw from his Savings Account an amount equal to
the total amount in that Account as of the date of distribution or, if
impracticable, the most recent date before distribution on which a proper value
can be determined, increased by



                                      -38-
<PAGE>   41

any Savings Contributions made since such date, provided that such privilege
shall not be exercised more than once in any Plan Year.

        7.12 (a) The Committee shall establish and administer a loan program to
allow Participants to borrow money from the Fund. Application for loans under
the program shall be made on written forms supplied by the Committee upon the
request of a Participant.

                (b) Any loan from the Fund to a Participant shall be:

                        (i) Secured by the Participant's vested interest in his
        Accounts; provided, however, that if the Participant is married at the
        time the loan is made, the Participant's spouse consents to the use of
        such interest as collateral. Any such consent shall acknowledge the
        effect of the loan, be in writing, signed by the spouse and notarized,
        and shall not be effective unless signed and filed with the Committee
        within the 90-day period prior to the making of the loan. Such consent
        shall thereafter be binding with respect to the consenting spouse or any
        subsequent spouse with respect to that loan. However, a new consent
        shall be required if the Participant's vested interest is used as
        security in connection with any renegotiation, extension, renewal, or
        other revision of the loan. Loans may be granted to a Participant under
        this Section only if, immediately after the origination of any such
        loan, no more than fifty percent (50%) of the value of the Participant's
        vested interest in the Fund (measured as of the most recent Valuation
        Date) is being used as security for Plan loans.

                        (ii) Payable at an interest rate equal to 150 basis
        points above the prime rate quoted in the East Coast edition of the Wall
        Street Journal on the first day of the month in which the loan is
        originated.

                        (iii) For a maximum term of five years, unless the loan
        is used to acquire a dwelling unit which within a reasonable time
        (determined at the time the loan is made) is to be used as the principal
        residence of the Participant, in which case the loan shall be for a term
        not greater than fifteen years, comparable to a term that would be
        available for a similar loan from a local commercial lending institution
        secured by the same or similar collateral. No person may have
        outstanding at any one time more than: (1) one such five-year loan plus
        (2) one such fifteen-year loan. Notwithstanding the preceding language
        of this paragraph (iii), each loan shall be due and payable on the
        sixtieth day following the date on which a Participant terminates his
        service as an Employee.



                                      -39-
<PAGE>   42

                        (iv) Amortized in substantially level payments of
        principal and interest (with payments to be made by payroll deduction on
        each payday) over the term of the loan, provided that loans shall not be
        granted in such amounts as to require such level periodic payments to
        exceed twenty percent (20%) of the borrower's gross income for the same
        period, and provided further that the outstanding balance due on any
        loan may be prepaid in full (but not in part) at any time without
        penalty.

                        (v) Evidenced by the Participant's promissory note
        containing the terms referred to above and such other conditions as may
        be prescribed by the Committee.

                        (vi) When added to the outstanding balance of all other
        loans from this Plan and all other plans of the Employer and all
        Affiliates, no greater than an amount equal to the lesser of:

                                (1) $50,000 minus the excess (if any) of:

                                     (A) the highest balance of loans (from this
                Plan and all other plans of the Employer and all Affiliates) to
                the Participant outstanding during the one-year period ending on
                the day before the loan is made, over

                                     (B) the outstanding balance of all loans
                (from this Plan and all other plans of the Employer and all
                Affiliates) on the day on which the loan is made, or

                                (2) one-half of the total present value
                (measured as of the most recent Valuation Date) of the
                Participant's vested interest in all of his Accounts under this
                Plan.

                (c) All loans under the Plan shall be made available to
Participants who are "parties in interest" (as defined under ERISA ?3(14)) on a
reasonably equivalent basis without regard to any person's race, color,
religion, sex, age or national origin. The percentage of vested interest made
available to Participants who are highly compensated employees (as defined for
purposes of Section 414(q) of the Code) of the Employer shall be no greater than
the percentage of vested interest made available to any other Participant. In
making loans under this Section, the Committee shall give consideration only to
those factors which would be considered in a normal commercial setting by an
entity in the business of making similar types of loans. Notwithstanding the
preceding portions of this Subsection (c), no loan shall be granted in an amount
less than $1000.



                                      -40-
<PAGE>   43

                (d) If the Participant fails to make a payment required under
the promissory note within the time period specified therein, the Committee
shall, following the occurrence of a distributable event with respect to the
Participant while the loan remains in default, cause the amount due to be
deducted from any interest in, or payment or distribution from, the Fund to
which such Participant or his beneficiaries may be entitled. Any such deduction
shall be made first from his Savings Account until the amount in this Account
has been exhausted, then from his Rollover Account, then from his Matching
Account, and finally from his Employer Contribution Account to the extent of his
vested interest therein (determined as of the day of the deduction). Additional
amounts in the Participant's Employer Contribution Account may be applied
against the debt as they become vested. Such amounts shall be deducted pro-rata
from each of the various Investment Funds in which the relevant Accounts are
invested. Except to the extent a distribution is used to repay outstanding
loans, the Committee shall permit no distribution to be made from the Plan to
any Participant (or his beneficiary) if, after such distribution, the value of
the Participant's vested interest in the Fund (measured as of the most recent
Valuation Date) is less than twice the amount of the outstanding loans from this
Plan to the Participant.

                (e) If a valid spousal consent has been obtained in accordance
with Subsection (a)(i), above, then, notwithstanding any other provision of the
Plan, the portion of the Participant's vested interest used as security for a
loan outstanding to the Participant at the time of his death shall be taken into
account for purposes of determining the amounts distributable thereafter, but
only to the extent such security is used as repayment for the loan. The
Participant's vested interest shall first be reduced by the amount of the
security used to repay the loan, and then the benefit (if any) payable to his
surviving spouse shall be determined.

                (f) Any loan from the Plan to a Participant shall be considered
to be made from the Participant's individual Accounts, and payments of interest
received by the Plan on the loan shall be credited to such Accounts and not
treated as general earnings of the Fund to be allocated under Article 5. For
purposes of allocating earnings under Article 5 to an Account from which a loan
has been made, the Account balance shall be adjusted to take into account both
the making and the repayment of the loan, as follows:

                        (i) The value of such Account shall be reduced by the
        amount of all loans made therefrom since the previous Valuation Date,
        multiplied by a fraction, the numerator of which is the number of whole
        months (with partial months added together and rounded upward) elapsed
        from the date the loan was made through the current Valuation Date, and
        the denominator of which is the number of whole months (with partial
        months added together and rounded



                                      -41-
<PAGE>   44

        upward) elapsed from the previous Valuation Date through the current
        Valuation Date.

                        (ii) The value of such Account shall be increased by
        one-half of the amounts repaid to the Account since the previous
        Valuation Date.

                (g) Notwithstanding the above provisions of this Section, no
loan from the Plan shall be secured by any amount attributable to or derived
from funds which were received as a rollover (or a direct transfer) to this Plan
from another pension or profit sharing plan if such funds were contributed to
such other plan by or on behalf of a participant in that plan who was a
self-employed individual (within the meaning of Section 401(c)(1)(B) of the
Code) while he was a participant in that plan.

                (h) For purposes of the rules governing loans under this
Section, the beneficiaries of a deceased Participant shall be treated as if they
were Participants and the term "Participant" appearing in this Section (except
in Subsection (b)(iii)) shall be read so as to include reference to such
beneficiaries.

                (i) Participants or beneficiaries taking loans from the Plan
shall be charged a reasonable administrative fee to offset the costs to the Plan
of making the loan. Such fee may be paid directly by the borrower or may be
charged against the borrower's Accounts in the order provided in Subsection (d),
above.

        7.13 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 Plan Administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

                (a) Definitions.

                        (i) 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 distribution to the extent such distribution is
        required under Section 401(a)(9) of the Code; and the portion of any
        distribution that is not includible in gross



                                      -42-
<PAGE>   45

        income (determined without regard to the exclusion for net unrealized
        appreciation with respect to employer securities).

                        (ii) Eligible retirement plan: An eligible retirement
        plan is an individual retirement account described in Section 408(a) of
        the Code, an individual retirement annuity described in Section 409(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.

                        (iii) Distributee: A distributee includes an employee or
        former employee. In addition, the employee's or former employee's
        surviving spouse and the employee's for 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.

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


                                    ARTICLE 8
                                 TOP-HEAVY RULES

        8.1 Notwithstanding any other provision in the Plan to the contrary, for
any Top-Heavy Plan Year, the special minimum allocation, vesting and limitation
provisions of this Article shall apply.

                (a) Plan Year" means any Plan Year for which the Plan is a
Top-Heavy Plan.

                (b) Plan shall be a Top-Heavy Plan for a Plan Year if as of the
Determination Date for that Plan Year:

                        (i) the sum of the aggregate accounts of all Key
        Employees under the Plan exceeds 60% of the sum of the aggregate
        accounts of all Employees under the Plan (unless the Plan is part of a
        Required Aggregation Group or a Permissive Aggregation Group that is not
        a Top-Heavy Group), or



                                      -43-
<PAGE>   46

                        (ii) the Plan is part of a Required Aggregate Group that
        is a Top-Heavy Group (unless the Plan is also part of a Permissive
        Aggregation Group that is not a Top-Heavy Group).

                For purposes of this Subsection (b) and Subsection (d) below, if
(i) for any plan year a person is a Non-Key Employee under this Plan or any
other plan in an Aggregation Group, but was a Key Employee under such plan for
any prior plan year, or (ii) for any plan year beginning after December 31,
1984, a person has not performed any services for any employer maintaining this
Plan at any time during the five year period ending on the Determination Date,
then the present value of such person's cumulative accrued benefits and/or
aggregate account balance shall not be taken into account for purposes of
determining whether the Plan is a Top-Heavy Plan for that Plan Year or whether
the Aggregation Group is a Top-Heavy Group. The present value of a person's
cumulative accrued benefits and aggregate account balance as of a Determination
Date shall be determined as of the most recent valuation date which is within a
twelve-month period ending on the Determination Date.

                (c) An "Aggregation Group" is either a Required Aggregation
Group or a Permissive Aggregation Group.

                A Required Aggregation Group consists of each plan of the
Employer or any Affiliate qualifying under Section 401(a) or 408 of the Code in
which a Key Employee participates or which enables any plan in which a Key
Employee participates to meet the requirements of Section 401(a)(4) or 410 of
the Code.

                A Permissive Aggregation Group consists of those plans in the
Required Aggregation Group and one or more other plans of the Employer or any
Affiliate qualifying under Section 401(a) or 408 of the Code which are not part
of the Required Aggregation Group but which when considered with the Required
Aggregation Group would enable the Aggregation Group to satisfy the requirements
of Sections 401(a)(4) and 410 of the Code.

                (d) An Aggregation Group is a Top-Heavy Group if the sum of:

                        (i) the present value of the cumulative accrued benefits
        for Key Employees under all defined benefit plans in the Aggregation
        Group, plus

                        (ii) the aggregate accounts of all Key Employees under
        all defined contribution plans in the Aggregation Group exceeds 60% of a
        similar sum determined for all Key Employees and Non-Key Employees under
        all plans in the Aggregation Group.



                                      -44-
<PAGE>   47

                To determine whether an Aggregation Group is a Top-Heavy Group,
the sum of the present value of cumulative accrued benefits for, and aggregate
accounts of, Key Employees and Non-Key Employees will be calculated separately
for each plan in the Aggregation Group as of the Determination Date for each
plan and the results for each plan as of the Determination Dates for such plans
falling within the same calendar year will be combined for purposes of applying
the 60% test described above. The present value of accrued benefits and the
aggregate accounts as of the Determination Date will be determined as of the
most recent Valuation Date which is within the twelve consecutive month period
ending on the Determination Date.

                (e) A "Key Employee" is any Employee or former Employee
(including a self-employed individual as described in Section 401(c)(1)(B) of
the Code) who at any time during the plan year ending with the Determination
Date or any of the four preceding plan years is:

                        (i) an officer of the Employer or any Affiliate having
        an annual compensation (within the meaning of Section 414(q)(7) of the
        Code) greater than 50% of the amount in effect under Section
        415(b)(1)(A) of the Code for any such plan year;

                        (ii) one of the ten Employees having annual compensation
        (within the meaning of Section 414(q)(7) of the Code) from the Employer
        and/or any Affiliate 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 the
        Employer and all Affiliates;

                        (iii) a 5% owner of the Employer or any Affiliate;

                        (iv) a 1% owner of the Employer or any Affiliate having
        an annual compensation (within the meaning of Section 414(q)(7) of the
        Code) of more than $150,000.

                The determination whether a person is an officer of the Employer
or any Affiliate, a 1% or 5% owner of the Employer or any Affiliate, or one of
the ten Employees described above owning (or considered as owning) the largest
interests in the Employer and all Affiliates, shall be made in accordance with
Section 416 of the Code and regulations thereunder.

                For purposes of this Section, the beneficiary of a Key Employee
shall be considered a Key Employee.



                                      -45-
<PAGE>   48

                (f) A "Non-Key Employee" is any Employee or former Employee
(including a self-employed individual as described in Section 401(c)(1)(B) of
the Code) who is not a Key Employee. For purposes of this Section, the
beneficiary of a Non-Key Employee shall be considered a Non-Key Employee.

                (g) "Determination Date" for this Plan and any other plan in an
Aggregation Group for any plan year is (i) the last day of the preceding plan
year, or (ii) in the case of the first plan year, the last day of that plan
year.

                (h) A person's aggregate account under this Plan and any other
defined contribution plan in an Aggregation Group as of any Determination Date
is the sum of:

                        (i) the total balance of his accounts under the plan
        (except any amounts attributable to rollovers, plan-to-plan transfers
        and deductible voluntary contributions) as of the most recent valuation
        date occurring within the 12-month period ending on the Determination
        Date, adjusted for any contributions due as of that Determination Date.
        In the case of a plan not subject to the minimum funding requirements of
        Section 412 of the Code, such adjustment will be the amount of any
        contributions made after the valuation date but on or before the
        Determination Date, except for the first plan year when such adjustment
        shall also reflect the amount of any contributions made after the
        Determination Date that are allocated as of a date in the first plan
        year. In the case of a plan subject to the minimum funding requirements
        of Section 412 of the Code, such adjustment will include contributions
        that would be allocated as of a date not later than the Determination
        Date, even though those amounts are not yet required to be contributed.

                        (ii) the amount of any rollovers and plan-to-plan
        transfers made from the plan within the plan year ending on the
        Determination Date or any of the four preceding plan years which were
        initiated by the person and not made to another plan of the Employer or
        an Affiliate (except rollovers and plan-to-plan transfers made after the
        valuation date and prior to the Determination Date to the extent that
        the rollover or plan-to-plan transfer is already included in the
        person's aggregate account balance as of the preceding valuation date).

                        (iii) the amount of any rollovers and plan-to-plan
        transfers which, although initiated by the person and not made from
        another plan of the Employer or an Affiliate, were accepted by the plan
        prior to January 1, 1983.

                        (iv) the amount of any rollovers and plan-to-plan
        transfers accepted by the plan which were either not initiated by the
        person or were made to another plan of the Employer or an Affiliate.



                                      -46-
<PAGE>   49

                        (v) the amount of any distributions, other than
        rollovers and plan-to-plan transfers, made from the plan within the plan
        year ending on the Determination Date or any of the four preceding plan
        years (except any distribution made after the valuation date and prior
        to the Determination Date to the extent that the distribution is already
        included in the person's aggregate account balance as of the valuation
        date).

                (i) The present value of cumulative accrued benefits under any
defined benefit plan in an Aggregation Group as of any Determination Date shall
be determined in accordance with Section 416 of the Code and regulations
thereunder.

        8.2 For any Top-Heavy Plan Year, the Employer contributions for such
Plan Year shall be increased, if necessary, to provide the minimum allocation
described in this Section.

                For any Top-Heavy Plan Year, the sum of the Employer
contributions (excluding any Employer contributions used in the computation of
the Actual Deferral Percentage and/or the Actual Contribution Percentage of the
Eligible Non-Highly Compensated Employees under Article 5) and forfeitures
allocated under the Plan to the Accounts of each Participant who is employed by
the Employer on the last day of the Top-Heavy Plan Year (without regard to the
number of his Hours of Service during the Top-Heavy Plan Year) shall not be less
than the minimum allocation, which shall be an amount equal to the lesser of:

                        (i) three percent (3%) of the Participant's compensation
        (within the meaning of Section 415 of the Code) for the Top-Heavy Plan
        Year, or

                        (ii) if the sum of all Employer contributions (including
        any Employer contributions used in the computation of the Actual
        Deferral Percentage and/or the Actual Contribution Percentage of the
        Eligible Highly Compensated Employees under Article 5) and forfeitures
        allocated under the Plan to the Accounts of every Key Employee for the
        Top-Heavy Plan Year is less than three percent (3%) of the Key
        Employee's compensation (within the meaning of Section 415 of the Code)
        for the Top-Heavy Plan Year then a percentage of the Participant's
        compensation for the Top-Heavy Plan Year equal to the highest such
        percentage allocated to the Accounts of any Key Employee.

                For purposes of this Section and determining whether the minimum
allocation has been provided, the employer contributions allocated under each
defined contribution plan in a Required Aggregation Group (except any plan that
enables a defined benefit plan in the Required Aggregation Group to meet the
requirements of



                                      -47-
<PAGE>   50

Section 401(a)(4) or 410 of the Code) shall be aggregated and such plans shall
be treated as a single defined contribution plan.

        8.3 (a) Except as provided in Subsection (c) below, for any Top-Heavy
Plan Year, the limitations in Section 5.4 shall be determined and applied by
substituting "1.0" for "1.25" wherever "1.25" appears in Sections 5.4(f) and
5.4(g) and by substituting "$41,500" for "$51,875" whenever "$51,875" appears in
Section 5.4(h), unless:

                        (i) the Plan satisfies the minimum allocation
        requirements of Section 8.2 for the Top-Heavy Plan Year as modified by
        substituting "four percent (4%)" for "three percent (3%)" wherever
        "three percent (3%)" appears in that Section; and

                        (ii) the Plan Year is not a Super Top-Heavy Plan Year,
        as defined in Subsection (b) below.

                        A "Super Top-Heavy Plan Year" is any Plan Year for which
the Plan would be Top-Heavy under Section 8.1 as modified by substituting "90%"
for "60%" wherever "60%" appears in Subsections (b) and (d) thereof.

                (b) The application of this Section shall be suspended with
respect to any person to whom it would otherwise apply if and so long as there
are no further:

                        (i) Employer contributions, forfeitures and
        non-deductible voluntary contributions allocated to such person under
        this Plan and all other defined contribution plans in any Required
        Aggregation Group of which this Plan is a part, and

                        (ii) accruals for such person under all defined benefit
        plans in any Required Aggregation Group of which this Plan is a part.

        8.4 This Article shall be interpreted and applied in a manner consistent
with the applicable provisions of Section 416 of the Code and regulations
thereunder.


                                    ARTICLE 9
                           ADMINISTRATION OF THE PLAN

        9.1 The Board shall appoint a Retirement Committee to administer the
Plan, consisting of one or more persons as shall be determined by the Board. The
Committee and its members shall be "named fiduciaries" within the meaning of
Section 402(a)(2) of ERISA with respect to the interpretation and administration
of the Plan and



                                      -48-
<PAGE>   51

shall have authority to control and manage its operation and administration
except as provided herein. Notwithstanding the preceding, unless the Board in
writing specifically designates someone else, the "plan administrator," as
defined for purposes of Section 414(g) of the Code, and the "administrator," as
defined for purposes of Section 3(16) of ERISA, shall be the Employer.

        9.2 The powers and duties of the Committee shall include, but not be
limited to: interpreting the Plan generally and in particular cases; deciding
all questions arising in the Plan's administration and application;
communicating information about the Plan to Employees and beneficiaries and
receiving and responding to communications from such persons; determining the
eligibility of persons for participation and benefits and instructing the
Trustee with respect to the same; determining whether to incur administrative
expenses to be paid from the Fund and directing their payment; promulgating
rules and regulations to implement the Plan and to accomplish the general
purposes of the trust. In general, the Committee shall have final and exclusive
authority to decide all questions arising in connection with the administration
of the Plan.

        9.3 Members of the Committee shall be appointed by the Board and may be
removed by the Board without cause. A member of the Committee may resign by
delivering written notice of resignation to an officer of the Employer or the
other members of the Committee. Members of the Committee shall serve without
compensation from the Fund except for the reimbursement of expenses properly and
actually incurred by them.

        9.4 The Committee may act at a meeting at which a majority of its
members are present or by a written instrument signed by a majority of its
members. The Committee may designate one or more of its members to sign and to
send and receive communications and documents to and from the Trustee or any
person. A member of the Committee who is also an Employee shall not vote on any
matter relating specifically to himself unless he is the only member of the
Committee. The Committee may enact rules for the conduct of its business and the
Plan's administration that are consistent with the Plan's provisions.

        9.5 The Board and the Committee shall establish and carry out a funding
policy and method consistent with the Plan's objectives and ERISA's
requirements. At least once each Plan Year, the Board shall review the
operations of the Plan and evaluate whether it is meeting its objective of
providing benefits for Eligible Employees. If the Board concludes that this
objective would be served by so doing, it shall amend the Plan as it deems
desirable including, without limitation, those provisions relating to
participation, vesting, contributions, and funding. The Board shall also review
the effectiveness of the funding media and agent or agents and shall make
whatever changes



                                      -49-
<PAGE>   52

it deems appropriate. The Board shall determine the Plan's short and long-run
financial needs and shall direct the Committee to communicate them to the
Trustee. In so doing, the Board shall consider, without limitation, the Plan's
needs for liquidity, income, and long-term growth.

        9.6 The Committee shall establish and maintain procedures for processing
claims for benefits under the Plan. These procedures shall require the Committee
to provide adequate written notice to any person whose claim for benefits is
denied in whole or in part, specifying the reasons for denial in a manner
calculated to be understood by such person. The Committee shall give any person
whose claim for benefits has been denied a reasonable opportunity for a full and
fair review by the Committee of its decision. The notice of denial shall advise
the claimant of the steps he must take to obtain a review of the Committee's
decision. The claims procedures established by the Committee shall conform with
regulations adopted by the Secretary of Labor of the United States.

        9.7 The Committee may use accountants, legal counsel, and other advisors
and assistants to assist it in the administration of the Plan, or to advise it
or any of its members with respect to its responsibilities under the Plan, and
shall be protected to the extent permitted by applicable law in acting in good
faith in accordance with the advice of any such persons. Such persons may, but
need not, be advisors or assistants to the Employer, the Trustee, or any person
having an interest under the Plan.

        9.8 The Committee shall keep written records of all its acts and
determinations and such other books, records, and documents as may be
appropriate for the Plan's administration.

        9.9 The Committee may allocate responsibilities among its members by a
written resolution adopted by all its members. The Committee may delegate to
other persons, including, without limitation, the Employer or any of its
Employees, any of its duties by a written resolution adopted by the Committee
and communicated to the person or persons to whom such duty is delegated. Any
such allocation or delegation of duties shall be exercised in a reasonable
manner taking into account the nature of the duty and the capabilities of the
person or persons to whom such duty is allocated or delegated. A written
statement of such allocation or delegation shall be kept by the Committee with
its records and shall be available for inspection by any Participant or
beneficiary.

        9.10 The Board may appoint a person or persons to act as the Plan
"administrator" within the meaning of Section 3(16)(A) of ERISA. The Board may
remove the administrator from office at any time. Any such appointment or
removal shall be in writing. If more than one administrator is appointed, the
duties of such



                                      -50-
<PAGE>   53

administrators may be allocated among them in the instruments of appointment; if
this is done, no administrator shall be responsible for performing duties that
have been allocated to another administrator. If no such appointment is made,
the Employer shall be the Plan administrator.

        9.11 Any person or group of persons, including, without limitation, the
members of the Committee, may serve in more than one fiduciary capacity with
respect to the Plan's administration and without regard to whether such person
or persons are officers, directors, employees, agents, or other representatives
of the Employer, the Trustee, or any person having an interest under the Plan.

        9.12 The Committee and its members, the Board and its members, the Plan
administrator, and any persons to whom responsibilities have been delegated in
connection with the administration of the Plan shall not be liable to any person
for any act or failure to act unless such act or failure to act is a breach of
fiduciary responsibility. The Employer, from its own funds, may indemnify any
such person for liabilities incurred by him in connection with the Plan.

        9.13 Every fiduciary of the Plan, within the meaning of Section 3(21) of
ERISA, and every person who handles funds or other property of the Plan shall be
bonded as required by Section 412 of ERISA. Premiums and other expenses relating
to such bonding shall be paid from the Fund, if they are not paid by the
Employer.


                                   ARTICLE 10
                           ESTABLISHMENT OF THE TRUST

        10.1 The Employer shall establish a trust to hold the Fund. The rights
and duties of the Trustee shall be set forth in a trust agreement to be adopted
by the Trustee and the Employer, upon approval of the Board. More than one
Trustee may serve concurrently, and there may be more than one trust agreement
and more than one Fund, in which case the words "Trustee", "trust agreement",
and "Fund" in this instrument shall refer to all Trustees, trust agreements, and
Funds collectively. The adoption and amendment of the trust agreement, the
review of the Trustee's performance, and the appointment and removal of the
Trustee shall be the responsibility of the Board and not that of the Committee
or any other person, and the Board shall be a "named fiduciary" within the
meaning of Section 402(a)(2) of ERISA with respect to these activities.

        10.2 If permitted by the trust agreement, the Board may appoint an
investment manager other than a Trustee to manage the investment of all or part
of the



                                      -51-
<PAGE>   54

Fund. Such investment manager shall acknowledge in writing that he is a
fiduciary with respect to the Plan and shall be and continue to be (a)
registered in good standing as an investment adviser under the Investment
Advisers Act of 1940, (b) a bank, as defined in that Act, or (c) an insurance
company qualified to perform investment management services under the laws of
more than one state of the United States. The terms of such appointment shall
permit the Board to remove the investment manager at any time and without cause.

        10.3 If permitted by the trust agreement, the Board may direct the
Trustee to appoint a custodian or custodians other than the Trustee entrusting
such parties with custody of all or part of the Fund, provided any such
custodian is a "bank" (as defined in Section 408(n) of the Code) or another
person who has demonstrated to the Secretary of the United States Department of
the Treasury that the manner in which he will hold the assets will be consistent
with the requirements of Section 401(f) of the Code. The terms of such
appointment shall permit the removal of any such custodian at any time and
without cause.


                                   ARTICLE 11
                            AMENDMENT AND TERMINATION

        11.1 The Employer may amend the Plan by a written instrument adopted by
the Board, and the Board shall have the exclusive responsibility for determining
the general design and specific language of the Plan. An instrument of amendment
shall specify the effective date thereof and amendments may be made effective
retroactively. No amendment shall:

                (a) with respect to benefits attributable to service before the
amendment, eliminate an optional form of benefit, eliminate or reduce an early
retirement benefit, or eliminate or reduce a retirement-type subsidy (as defined
in regulations issued by Secretary of the Treasury) with respect to a
Participant who satisfies (either before or after the amendment) the
pre-amendment conditions for the subsidy;

                (b) deprive any Participant or beneficiary of any accrued or
vested rights under the Plan with respect to contributions previously made, or
reduce the vested percentage under Article 6 of any person who is a Participant
as of the date the amendment is adopted (or, if later, the date it becomes
effective);

                (c) provide for the use of funds or assets held under the Plan
other than for the exclusive purposes of providing benefits to Participants and
their beneficiaries and of defraying reasonable expenses of administering the
Plan; or



                                      -52-
<PAGE>   55

                (d) decrease the benefits of:

                        (i) a Participant or beneficiary who is receiving
        benefits under the Plan, or

                        (ii) a Participant who has separated from service as an
        Employee with nonforfeitable rights to benefits under the Plan because
        of any increase in the benefit levels payable under Title II of the
        Social Security Act or because of any increase in the wage base under
        such Title (whether such increase results from an amendment of such
        Title or from its application), if such increase takes place after the
        earlier of the date the Participant or beneficiary first receives Plan
        benefits or the date the Participant separates from service.

        11.2 The Plan is intended by the Employer to be a permanent program to
provide retirement benefits for its Employees. The Employer nevertheless
reserves the right to terminate the Plan at any time and for any reason. Such
termination may be effected by a written instrument adopted by the Board. If the
Plan is terminated by any means or there is a partial termination or complete
discontinuance of Employer contributions thereunder, the Accounts of all
Participants (or all affected Participants, in case of a partial termination) as
of the date of termination, partial termination, or complete discontinuance
shall immediately be fully vested and nonforfeitable. If, after a complete
discontinuance of contributions, Employer contributions are later resumed, the
vested interests of persons who were Participants or beneficiaries on the date
of the complete discontinuance of contributions shall be determined under
Article 6, but the value of the vested interest of any such person shall not be
less than the total value of his Accounts as of the date on which the complete
discontinuance of contributions occurred, unless the total value of his Accounts
on the date as of which his vested interest is determined is less than the total
value of his Accounts as of the date on which the complete discontinuance of
contributions occurred. In case of a termination or partial termination, the
Board shall select, and direct the Committee to follow, one of the following
alternatives:

                (a) The Board may keep the trust in existence, making
distributions to Participants and beneficiaries as they become entitled thereto,
then liquidate the trust at such time as all benefits have been paid out;

                (b) Unless a successor plan (as defined in final regulations
under Section 401(k)(2)(B) of the Code) is established, the Board may direct the
Trustee to distribute, or start to distribute, amounts in the Accounts of all
Participants and beneficiaries (or affected Participants and beneficiaries, in
case of a partial termination), then liquidate the trust at such time as all
benefits have been paid out; or



                                      -53-
<PAGE>   56

                (c) The Board may transfer all assets and liabilities of the
trust to another continuing employee benefit trust described in Section 401(a)
of the Code and exempt from tax under Section 501(a) of the Code.

Under alternatives (b) and (c), above, the Committee shall direct the Trustee to
value the Fund as of a date just prior to the payment of benefits or the
transfer of assets, respectively, and the Committee shall allocate the net value
of the Fund among the Accounts of Participants and beneficiaries as if the Plan
Year had ended on such date.


                                   ARTICLE 12
                             PARTICIPATING EMPLOYERS

        12.1 With the consent of the Employer, any Affiliate who, with the
Employer, is a member of an affiliated group of corporations as defined in
Section 1504 of the Code may adopt this Plan for the benefit of its Employees
and participate herein by properly executing a document evidencing its intent to
do so. Any Affiliate that adopts this Plan shall be known as a "Participating
Employer". A list of all Participating Employers and the Effective Date for each
Participating Employer is set forth in Appendix A, which is attached to this
Plan. Unless the context indicates to the contrary, the term "Employer" as used
throughout the other Articles of this Plan and the term "Participating Employer"
as used in the other Sections of this Article shall mean the Employer and each
Participating Employer.

                        The Trustee, Committee members and other Plan
fiduciaries, agents and employees appointed or hired by the Employer shall act
in their respective capacities with respect to the Plan and trust as adopted by
any Participating Employer. Each Participating Employer shall be deemed to have
granted the Employer the power to appoint, hire, retain, direct, deal with,
remove or discharge any fiduciary, agent or employee of the Plan, and, when the
Employer deems it advisable, to amend or terminate the Plan. The Committee shall
have authority to make any and all policies and rules binding upon the Employer,
all Participating Employers and all Participants, to effectuate the purposes of
this Article.

        12.2 The Trustee shall commingle, hold and invest in a single Fund
contributions made by all Participating Employers, together with the income and
profits thereon. Any expenses of the trust not borne by the Fund shall be paid
by each Participating Employer in the same proportion that the total amount
standing to the credit of all Participants (or their beneficiaries) of that
Participating Employer bears to the total amount standing to the credit of all
Participants (or their beneficiaries) of all Participating Employers.



                                      -54-
<PAGE>   57

        12.3 If an Employee is transferred between Participating Employers (or
an Employee's service with one Participating Employer is terminated and he later
commences service with another Participating Employer) all service with the
transferor (or the previous Participating Employer) shall be considered service
with the transferee (or subsequent Participating Employer) for all purposes
under this Plan


and shall be taken into account in accordance with the provisions of this Plan.
No direct transfer by an Employee from one Participating Employer to another
shall be considered a termination of employment or by itself result in a Break
in Service.

        12.4 Any contributions required or permitted under Section 4.1 may be
made by any Participating Employer. All contributions made pursuant to Section
4.1(c) by a Participating Employer, as provided for in this Plan, shall be
allocated among the Accounts of all Participants of all Participating Employers,
in accordance with the provisions of the Plan. Any forfeiture from the Account
of any Participant shall be allocated among the Accounts of all Participants of
all Participating Employers, in accordance with the provisions of the Plan. The
Committee and Trustee shall keep separate books and records concerning the
affairs of each Participating Employer and concerning the Accounts and service
of the Participants of each Participating Employer.

        12.5 Any Participating Employer may discontinue its participation in the
Plan at any time by properly executing a document evidencing its intent to do so
and delivering the same to the Trustee and Committee with notification and
evidence satisfactory to the Trustee and Committee of the establishment of any
new plan and trust and appointment of, and acceptance by, a successor trustee.
As soon as practicable after the receipt of such documents and evidence, the
Trustee shall transfer and deliver all assets and liabilities of the Fund
allocable to the Participants (or their beneficiaries) currently or most
recently employed by such Participating Employer to such successor trustee. The
Employer and the Participating Employer may agree to a different division of
assets and liabilities between the Plan and any successor plan. If no separate
plan and trust is established by the Participating Employer, or no person or
entity is appointed to or accepts the position of successor trustee, then such
discontinuance shall be considered a partial termination of the Plan with
respect to such Participating Employer, and each Participant affected thereby
shall immediately become fully vested in all of his Accounts. In such event, the
Trustee shall retain all assets and liabilities allocable to the Accounts of the
affected Participants (or their beneficiaries). In no event shall the assets of
the Fund (including profits and income thereon) allocable to the Participants
(or their beneficiaries) of such Participating Employer be used or diverted for
purposes other than the exclusive benefit of such persons.



                                      -55-
<PAGE>   58

                                   ARTICLE 13
                                  MISCELLANEOUS

        13.1 No investments in life insurance shall be permitted under this
Plan.

        13.2 The adoption and maintenance of the Plan shall not be deemed a
contract between the Employer and any Employee. Nothing herein contained shall
affect the rights of the Employer or any Employee to terminate or continue their
employment relationship.

        13.3 The Plan shall not accept a transfer of assets from any other plan
if such transferor plan is subject to the joint and survivor annuity and
pre-retirement survivor annuity requirements of Section 401(a)(11) of the Code
(applicable to plans subject to the funding standards of Section 412 of the
Code). The Plan shall not merge or consolidate with, or transfer its assets or
liabilities to, any other employee benefit plan unless the terms of merger,
consolidation, or transfer are adopted by the Board and by the board of
directors or similar governing body of the employer or employers maintaining
such other plan or plans. The board of directors or similar governing body of
such other employer or employers shall certify to the Board that such other plan
or plans are exempt from United States income tax under Section 501(a) of the
Code, are qualified under Section 401(a) of the Code, and have complied, both in
form and operation, with ERISA and other applicable laws and governmental
regulations. Under the terms of any merger, consolidation, or transfer, each
Participant in the Plan must (if the Plan then terminated) be entitled to
receive a benefit immediately after the merger, consolidation, or transfer which
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).

        13.4 Except as provided in a court order which is determined by the
Committee or by a court of competent jurisdiction to be a qualified domestic
relations order (within the meaning of Section 206(d) of ERISA) and except to
the extent that this provision may be contrary to law, the rights of
Participants and beneficiaries under the Plan shall not be subject to
assignment, attachment, garnishment, or alienation in any form. If a qualified
domestic relations order provides for distribution to an alternate payee (within
the meaning of Section 206(d) of ERISA) of the total benefit payable to the
alternate payee from the Plan in a single sum, then such distribution shall be
made pursuant to the order regardless of whether the Participant from whose
Accounts the distribution is made would otherwise be entitled to a distribution
from his Accounts at the time of distribution to the alternate payee.



                                      -56-
<PAGE>   59

        13.5 Unless otherwise specified or otherwise required by the Code or
ERISA, any amendment to this Plan shall apply only to Employees with at least
one (1) Hour of Service on or after the effective date of such amendment. The
rights and benefits of any other Employees or former Employees shall be
determined in accordance with the terms of the Plan in effect on the date of
that Employee's last Hour of Service.

        13.6 The Plan is intended to comply with the Code, ERISA and all other
applicable Federal laws. If any provision of the Plan is inconsistent with any
such law, the Committee shall, at and in accordance with the direction of the
Board, administer the Plan in a manner conforming with such law, even if an
amendment modifying the inconsistent provision of the Plan has not yet been
adopted.

        13.7 If it becomes impossible for the Employer or any person or persons
to perform any act under the Plan, that act shall be performed which in the
judgment of the Employer or such person or persons will most nearly carry out
the purposes of the Plan.

        13.8 If any question arises as to the meaning of any provision of the
Plan, the interpretation that governs shall, to the extent allowable by law, be
one that maintains the status of Plan as a qualified plan under the Code and in
compliance with ERISA.

        13.9 If the continued existence of the trust beyond a certain period
would cause it to fail by operation of law, it shall continue for the maximum
period permitted and shall then terminate with distribution of assets as
provided in the Plan.

        13.10 All legal questions pertaining to the Plan shall be determined in
accordance with the laws of the State of New York, except where pre-empted by
federal law.

        13.11 The Plan may be executed in any number of counterparts, each of
which shall be considered an original even though no others are produced.


        IN WITNESS WHEREOF, the Employer has caused this document to be executed
as of the effective date of this amendment and restatement.

                                            GENENCOR INTERNATIONAL, INC.


                                            By: /s/ Stuart L. Melton
                                               ---------------------------------

                                            As Its: Senior Vice President
                                                   -----------------------------



                                      -57-
<PAGE>   60

                                   APPENDIX A
                             PARTICIPATING EMPLOYERS




        The following Participating Employers have adopted the Plan, effective
as of the date set forth below:


<TABLE>
<CAPTION>
Participating Employer                                    Effective Date
----------------------                                    --------------
<S>                                                       <C>
Genencor, Inc.                                            January 1, 1990
Genencor International, Inc.
  (formerly Allens Creek Enterprises, Inc.)               February 1, 1990
Genencor International Indiana, Inc.,
  (formerly Solvay Enzymes, Inc.)                         July 1, 1996
</TABLE>



                                      -58-
<PAGE>   61

                                 FIFTH AMENDMENT
                                     TO THE
                          GENENCOR INTERNATIONAL, INC.
                       EMPLOYEE RETIREMENT INVESTMENT PLAN


        WHEREAS, Genencor International, Inc., a corporation organized under the
laws of the State of Delaware, with its principal place of business at 4
Cambridge Place, 1870 South Winton Road, Rochester, New York 14618 (the
"Employer"), established the Genencor International, Inc. Employee Retirement
Investment Plan (the "Plan") for the benefit of its eligible employees.

        WHEREAS, the Employer now wishes to amend the Plan to clarify the
contribution percentage testing provisions.

        NOW THEREFORE, the Plan is hereby amended, effective January 1, 1995, as
follows:

        1.      Section 5.5(d)(vi) is deleted in its entirety.

        2.      Section 4.1(c) is amended to read as follows:

                        (c) (i) For the purpose of crediting the Employer
                Contribution Account of each Participant who is an Eligible
                Employee on the last day of the Plan Year and who has completed
                at least 1,000 Hours of Service during the Plan Year, three
                percent (3%) of the Compensation for the Plan Year of all
                Participants eligible to share in the allocation of such
                contributions.

                        (ii) For the purpose of crediting the Employer
                Contribution Account of each Participant who is an Eligible
                Employee on the last day of the Plan Year and who has completed
                at least 1,000 Hours of Service during the Plan Year, such
                additional Employer contributions (not to exceed in the
                aggregate six percent (6%) of the Compensation for the Plan Year
                of all Participants eligible to share in the allocation of such
                contributions) as the Board in its discretion may determine,
                provided that Employer contributions for a Plan Year pursuant to
                this paragraph (ii) shall not exceed the Employer's Net Profits,
                determined as of the last day of the Plan Year.

                        Notwithstanding the above provisions of this Section, to
        the extent that any forfeitures from Participant Accounts are declared
        under Article 7, below, and are not used to pay Plan expenses for the
        Plan Year pursuant



<PAGE>   62

        to such Article, such forfeitures shall be used to offset the Employer
        contributions otherwise required for that Plan Year under Section
        4.1(b), above, and, if any forfeitures remain unallocated after such
        offset, shall be used to offset the Employer contributions otherwise
        required for that Plan Year under Section 4.1(c)(i), above. If any
        forfeitures remain unallocated after both such offsets, such remainder
        shall be combined with (and allocated as if they were) Employer
        contributions made for the Plan Year under Section 4.1(c)(ii).


        IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed this 4th day of March, 1998.


                                            GENENCOR INTERNATIONAL, INC.



                                            By: /s/ Stuart L. Melton
                                               ---------------------------------

                                            Title: Senior Vice President
                                                  ------------------------------



                                      -2-