<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY


            RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES OF
                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

<PAGE>





                           [Intentionally Left Blank]

<PAGE>


              RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

          WHEREAS, prior to April 30, 1985, Kewaunee Scientific Corporation,
formerly known as Kewaunee Scientific Equipment Company, maintained the Kewaunee
Scientific Equipment Corporation Salaried Employees' Retirement Plan, which was
terminated effective April 30, 1985, and replaced, effective as of May 1, 1985,
with the Re-established Retirement Plan for Salaried Employees of Kewaunee
Scientific Equipment Corporation, which was amended and restated in its entirety
effective as of May 1, 1989, in order to comply with the Tax Reform Act of 1986,
and renamed effective as of May 1, 1991, as the "Re-Established Retirement Plan
for Salaried Employees of Kewaunee Scientific Corporation" (the "Plan"), and was
again amended and restated effective as of May 1, 1989, in order to comply with
the Tax Reform Act of 1986; and

          WHEREAS, the Kewaunee Scientific Corporation (the "Company") has
determined that it is again desirable to restate the Plan in its entirety to
incorporate certain design changes and to incorporate the requirements of the
Internal Revenue Code of 1986, as amended (the "Code") and the Employee
Retirement Income Security Act of 1974 ("ERISA") that have been amended by
Congress' enactment of the Uniformed Services Employment and Reemployment Rights
Act of 1994, the General Agreement on Tariffs and Trades Act of 1994, the Small
Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, the Community
Renewal Tax Relief Act of 2000, the Economic Growth and Tax Relief
Reconciliation Act of 2001, and to make other necessary changes.

          NOW, THEREFORE, pursuant to the power reserved to the Company by the
Company's Board of Directors, and pursuant to the authority delegated to the
undersigned by resolutions of the Company's Board of Directors, the Plan be and
it is hereby amended and restated effective as of May 1, 2001, as follows.

          IN WITNESS WHEREOF, the Company has caused these presents to be signed
on its behalf by its officers duly authorized, this 7/th/ day of November, 2002.


                                        KEWAUNEE SCIENTIFIC CORPORATION


                                        By:       /s/  D. Michael Parker
                                           -------------------------------------
                                               The Vice President of Finance
                                                 for the Board of Directors

                                      -ii-

<PAGE>

                                   CERTIFICATE

     The attached document is an accurate and complete copy of the
RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES OF KEWAUNEE SCIENTIFIC
CORPORATION as amended and restated effective as of May 1, 2001.

          Dated this 7/th/ of November, 2002

                                        KEWAUNEE SCIENTIFIC CORPORATION


                                        By:        /s/  D. Michael Parker
                                           -------------------------------------
                                               The Vice President of Finance
                                                 for the Board of Directors
                                                          (Seal)

                                     -iii-

<PAGE>

              RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----
ARTICLE I     INTRODUCTION.....................................................1

       1.1.   History of the Plan..............................................1

       1.2.   Plan Objectives..................................................1

ARTICLE II    DEFINITIONS......................................................2

       2.1    Accrued Benefit..................................................2

       2.2    Actuarial (or Actuarially) Equivalent............................2

       2.3    Anniversary Date.................................................2

       2.4    Beneficiary......................................................2

       2.5    Benefit Commencement Date........................................2

       2.6    Board............................................................2

       2.7    Break in Service.................................................2

       2.8    Childbirth Leave Hours...........................................3

       2.9    Code.............................................................3

       2.10   Committee........................................................3

       2.11   Company..........................................................3

       2.12   Compensation.....................................................3

       2.13   Effective Date...................................................5

       2.14   Employee.........................................................5

       2.15   Employer.........................................................5

       2.16   Entry Date.......................................................6

       2.17   ERISA............................................................6

                                       -iv-

<PAGE>

       2.18   Final Average Compensation.......................................6

       2.19   Highly Compensated Employee......................................6

       2.20   Hour of Service..................................................7

       2.21   Key Employee.....................................................8

       2.22   Key Employee Test Period.........................................9

       2.23   Leave of Absence.................................................9

       2.24   Non-Key Employee................................................10

       2.25   Normal Retirement Age...........................................10

       2.26   Normal Retirement Date..........................................10

       2.27   Participant.....................................................10

       2.28   Pension.........................................................10

       2.29   Plan Year.......................................................10

       2.30   Primary Social Security Benefit.................................10

       2.31   Qualified Domestic Relations Order..............................10

       2.32   Related Company.................................................11

       2.33   Retirement......................................................11

       2.34   Top-Heavy Determination Date....................................11

       2.35   Top-Heavy Year..................................................11

       2.36   Transfer........................................................13

       2.37   Trust Fund......................................................13

       2.38   Trustee.........................................................13

       2.39   Year of Service.................................................13

ARTICLE III   PARTICIPATION...................................................14

       3.1    Eligibility to Participate......................................14

       3.2    Duration of Participation.......................................14

       3.3    Participation Upon Re-Employment................................14

                                       -v-

<PAGE>

ARTICLE IV    FACTORS USED IN DETERMINING PLAN BENEFITS.......................15

       4.1.   Credited Service................................................15

       4.2.   Vesting Service.................................................15

       4.3.   Vesting Date....................................................16

       4.4    Break in Service................................................16

       4.5    Transfers.......................................................16

ARTICLE V     REQUIREMENTS FOR PENSIONS.......................................17

       5.1    Normal Retirement...............................................17

       5.2    Early Retirement................................................17

       5.3    Deferred Vested Pension.........................................17

       5.4    Deferred Vested Pension.........................................17

       5.5    Vesting Following Plan Amendment................................17

ARTICLE VI    AMOUNT OF PENSIONS..............................................18

       6.1    Benefits Generally..............................................18

       6.2    Normal Retirement Pension.......................................18

       6.3    Early Retirement Pension........................................19

       6.4    Deferred Vested Pension.........................................19

       6.5    Maximum Pensions................................................19

       6.6    Combined Plan Limitation........................................22

       6.7    Additional Restrictions.........................................22

       6.8    Conditions Affecting Pensions...................................23

       6.9    Minimum Benefits in Top-Heavy Years.............................23

       6.10   Payment of Incorrect Pension Amount.............................24

ARTICLE VII   FORM AND PAYMENT OF PENSIONS....................................25

       7.1    Payment of Pensions.............................................25

       7.2    Other Survivorship Benefits.....................................26

                                       -vi-

<PAGE>

       7.3    Optional Forms of Benefits......................................27

       7.4    Election Procedures.............................................28

       7.5    Small Pensions..................................................29

       7.6    Designation of Beneficiaries....................................31

       7.7    Benefit Commencement Date.......................................31

       7.8    Employment After Normal Retirement Age..........................32

ARTICLE VIII  APPLICATION FOR BENEFITS, CLAIMS PROCEDURE AND
              GENERAL PROVISIONS..............................................33

       8.1    Advance Written Applications Required...........................33

       8.2    Information Required............................................33

       8.3    Denial of Benefits..............................................33

       8.4    Review Procedure................................................33

       8.5    Responsibility for Correctness of Address.......................34

       8.6    Payments for Incompetents.......................................34

       8.7    Non-Alienation of Benefits......................................34

ARTICLE IX    ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR.................36

       9.1    Appointment of Committee........................................36

       9.2    Committee Actions...............................................36

       9.3    Resignation or Removal of Committee Member......................36

       9.4    Powers and Duties of Committee..................................37

       9.5    Discharge of Fiduciary..........................................37

       9.6    Records Required................................................38

       9.7    Indemnification.................................................38

       9.8    Liability of Committee..........................................38

       9.9    Plan Administrator..............................................38

ARTICLE X     CONTRIBUTIONS AND FUNDING.......................................39

       10.1   General.........................................................39

                                      -vii-

<PAGE>

       10.2   Amount of Contributions.........................................39

       10.3   Payment of Contributions........................................39

       10.4   Time for Payment................................................39

       10.5   Forfeitures.....................................................39

       10.6   Payment of Benefits and Expenses................................39

       10.7   Participant Contributions.......................................39

ARTICLE XI    EMPLOYEE RIGHTS.................................................40

       11.1   Benefits of Participants and Beneficiaries......................40

       11.2   Protection from Reprisal........................................40

       11.3   Non-Guarantee of Employment.....................................40

       11.4   Nonforfeitability of Benefits...................................40

       11.5   No Decrease in Benefits.........................................40

ARTICLE XII   AMENDMENT AND TERMINATION.......................................41

       12.1   Permanency......................................................41

       12.2   Amendments......................................................41

       12.3   Permanent Discontinuance of Contributions.......................41

       12.4   Termination.....................................................41

       12.5   Partial Termination.............................................42

       12.6   Liquidation of Trust Fund.......................................42

       12.7   Allocation Procedures...........................................43

       12.8   Distribution Procedures.........................................45

       12.9   Residual Amounts................................................45

       12.10  Merger, Consolidation or Transfer of Assets or Liabilities......45

ARTICLE XIII  NO REVERSION TO EMPLOYER........................................46

       13.1   Trust Fund Recovery.............................................46

ARTICLE XIV   MULTIPLE EMPLOYERS..............................................47

                                      -viii-

<PAGE>

ARTICLE XV    MISCELLANEOUS...................................................48

       15.1   Limitation of Liability.........................................48

       15.2   Reference to Other Documents....................................48

       15.3   Governing Law...................................................48

       15.4   Severability....................................................48

       15.5   Litigation......................................................48

       15.6   Conformance with Code and ERISA.................................48

       15.7   Adequacy of Evidence............................................48

       15.8   Waiver of Notice................................................49

       15.9   Successors......................................................49

       15.10  Validity of Actions.............................................49

       EXHIBIT A .............................................................50

                                       -ix-

<PAGE>


              RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES
                                       OF
                         KEWAUNEE SCIENTIFIC CORPORATION

              (As Amended and Restated Effective as of May 1, 2001)

                                    ARTICLE I

                                  INTRODUCTION
                                  ------------

          1.1.  History of the Plan. Prior to April 30, 1985, Kewaunee
Scientific Corporation, a Delaware Corporation (previously known as Kewaunee
Scientific Equipment Corporation) maintained a defined benefit pension plan for
the benefit of certain of its salaried employees known as the Kewaunee
Scientific Equipment Corporation Salaried Employees' Retirement Plan (the "Prior
Plan"). On April 30, 1985, Kewaunee Scientific Corporation terminated the Prior
Plan and effective May 1, 1985, adopted the Re-established Retirement Plan for
Salaried Employees of Kewaunee Scientific Equipment Corporation (the "Plan").
The Plan was amended and restated effective as of May 1, 1989, to comply with
the Tax Reform Act of 1986. Effective as of May 1, 1991, the Plan was further
amended and restated, and was renamed as the "Re-established Retirement Plan for
Salaried Employees of Kewaunee Scientific Corporation," and subsequently amended
and restated to further comply with the Tax Reform Act of 1986, effective as May
1, 1989. The Plan was most recently amended effective as of May 1, 1989 and
January 1, 1997, by the Company's adoption of the First and Second Amendments to
the Plan. Effective as of May 1, 2001, the Plan is hereby amended and restated
in its entirety to incorporate certain desired design changes, and to comply
with the provisions of the Internal Revenue Code of 1986, as amended (the
"Code") and the Employee Retirement Income Security Act of 1974 ("ERISA") that
have been amended by Congress' enactment of the Uniformed Services Employment
and Reemployment Rights Act of 1994, the General Agreement on Tariffs and Trades
Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief
Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998,
the Community Renewal Tax Relief Act of 2000 and the Economic Growth and Tax
Relief Reconciliation Act of 2001.

     1.2.  Plan Objectives. The Plan is maintained by Kewaunee Scientific
Corporation to provide retirement benefits for the employees of the Employer who
were participants under the Prior Plan and certain other salaried employees of
the Employer and any other organization which may adopt the Plan, and is
intended to be a defined benefit pension plan as such term is defined in
Treasury Regulation Section 1.401-1(b).

<PAGE>

                                   ARTICLE II
                                   ----------

                                   DEFINITIONS
                                   -----------

          When used herein, the following words and terms shall have the
respective meanings hereinafter set forth, unless a different meaning is clearly
required by the context. Whenever appropriate, words used in the singular shall
be deemed to include the plural, and vice versa, and the masculine gender shall
be deemed to include the feminine gender, and vice versa, unless a different
meaning is clearly required by the context.

          2.1   Accrued Benefit. The monthly amount payable to a Participant at
his Normal Retirement Age as determined in accordance with the provisions of
Section 6.2, considering the Participant's Years of Credited Service and his
Final Average Compensation at the Benefit Commencement Date.

          2.2   Actuarial (or Actuarially) Equivalent. Equality in present value
in the aggregate amounts expected to be received under different forms of
payment, based on actuarial assumptions selected, from time to time, by an
actuary. The actuarial assumptions used in the Plan are set forth in Exhibit A
attached hereto and made a part hereof. In the event that the actuarial
assumptions set forth in Exhibit A shall be changed, the Actuarial Equivalent of
a Participant's Accrued Benefit on or after the date of such amendment shall be
equal to the greater of (a) the Actuarial Equivalent of his Accrued Benefit as
of such date computed on the basis of the prior actuarial assumptions or (b) the
Actuarial Equivalent of his Accrued Benefit as of the date of the Participant's
Retirement computed on the basis of the new actuarial assumptions. Effective
January 1, 1997, for purposes of determining the Actuarial Equivalent of lump
sum distributions the rules of Section 7.5(c) shall govern and control.

          2.3   Anniversary Date. The last day of each Plan Year.

          2.4   Beneficiary. Any person (natural or otherwise) entitled to
receive any benefits which may become payable upon or after a Participant's
death.

          2.5   Benefit Commencement Date. The first date for which a
Participant's benefit is paid even if payment does not actually commence on such
date, as determined in accordance with the provisions of Section 7.8.

          2.6   Board. The Board of Directors of the Company.

          2.7   Break in Service.

          (a)   Except as otherwise provided under paragraphs (b) and (c), a
period of one or more consecutive Plan Years during which an Employee has not
completed more than five hundred (500) Hours of Service with the Company and all
Related Companies. An Employee shall not incur a Break in Service solely because
he fails to complete more than five hundred (500) Hours of Service with the
Company and all Related Companies during the twelve (12) month computation
period beginning on his employment commencement date.

          (b)   Notwithstanding the provisions of paragraph (a), a Plan Year
shall not be included in a Break in Service if the sum of the Employee's Hours
of Service completed during

                                      -2-

<PAGE>

such Plan Year plus the Employee's Childbirth Leave Hours (as defined in Section
2.8) attributable to such Plan Year exceeds five hundred (500).

          (c)   Notwithstanding the provisions of paragraph (a), effective
December 12, 1994, a Plan Year shall not be included in a Break in Service if
the Employee would have completed at least five hundred (500) Hours of Service
but for a Leave of Absence resulting from required service in the armed forces
of the United States, or a Leave of Absence to which the Employee is entitled
under the Family and Medical Leave Act of 1993, provided that such Employee
returns to the Company within the period of time required for his re-employment
rights to be protected by applicable law.

          2.8   Childbirth Leave Hours.

          (a)   An Employee's Childbirth Leave Hours shall be the number of
Hours of Service (but not in excess of five hundred one (501) for any one
continuous period of absence) which the Employee would have completed but for
the fact that the Employee is absent from the employment of the Employer, the
Company, and all Related Companies: (i) by reason of the pregnancy of the
Employee, (ii) by reason of the birth of a child of the Employee, (iii) by
reason of the placement of a child with the Employee in connection with the
adoption of such child by the Employee, or (iv) for purposes of caring for such
child for a period beginning immediately following such birth or placement;
provided, however, that in the case of any Employee with respect to whom it is
not possible to determine the number of Hours of Service which such Employee
would have completed but for such absence, such Employee shall be credited with
forty-five (45) Childbirth Leave Hours for each work week of such absence; and
further provided that an hour which is considered an Hour of Service under
Section 2.20 shall not also be considered a Childbirth Leave Hour.

          (b)   All Childbirth Leave Hours for any period of absence shall be
attributed to the Plan Year during which such period of absence begins if the
result of such attribution is to prevent such Plan Year from being considered a
Break in Service; otherwise, all Childbirth Leave Hours shall be attributed to
the immediately following Plan Year.

          (c)   The Committee shall adopt regulations under which an Employee
may be required to furnish reasonable information on a timely basis establishing
the number of Childbirth Leave Hours to which such Employee is entitled with
respect to any period of absence from employment, and any Employee who fails to
furnish such information with respect to any period of absence shall not be
credited with any Childbirth Leave Hours for such period of absence.

          2.9   Code. The Internal Revenue Code of 1986, as now in effect or as
hereafter amended, and any regulation issued pursuant thereto by the Internal
Revenue Service.

          2.10  Committee. The Committee appointed by the Employer pursuant to
the provisions of Article IX to administer the Plan.

          2.11  Company. Kewaunee Scientific Corporation, a Delaware
corporation, and its successors.

          2.12  Compensation.

                                      -3-

<PAGE>

          (a)   Compensation means total cash compensation for the applicable
calendar year for services rendered to an Employer by a Participant during such
year that is subject to federal income tax withholding (determined without
regard to any rule exempting compensation from withholding based on the nature
or location of employment or the services performed), including overtime pay,
severance pay paid as a result of a Participant's termination of employment,
bonuses, commissions, contributions to the Kewaunee Scientific Corporation
Executive Deferred Compensation Plan, and the Participant's salary reduction or
salary conversion contributions under any defined contribution plan, Section
401(k) plan, effective May 1, 1998, qualified transportation fringe benefit
arrangement under Section 132(f)(4) of the Code, simplified employee pension or
Section 125 cafeteria program maintained by an Employer, but excluding
reimbursement and expense allowances, fringe benefits (cash and non-cash),
moving expenses, deferred compensation and welfare benefits, including the
following:

          (i)   Any amounts contributed by an Employer for the Participant's
                benefit to this Plan or any other profit sharing, pension, stock
                bonus or other retirement or benefit plan maintained by an
                Employer other than the salary reduction, conversion
                contributions or other contributions described above;

          (ii)  Any reimbursements for travel expenses, relocation allowances,
                educational assistance allowances and other allowances;

          (iii) Any compensation paid or payable to the Participant, or to any
                governmental body or agency on account of the Participant, under
                the terms of any state, federal or municipal law requiring the
                payment of such compensation because of the Participant's
                voluntary or involuntary termination of employment with the
                Employer; and

          (b)   For purposes of the contribution and benefit limitations of
Section 415 of the Code, an Employee's Compensation for any year shall be the
amount of taxable wages reported on Form W-2 as paid to such Employee by the
Employer and all Related Companies for the calendar year which ends in or with
such year, increased by any elective contributions to a cafeteria plan, 401(k)
plan, or, effective January 1, 1998, a qualified transportation arrangement,
that are excluded from the Employee's income under Section 125, Section
402(e)(3) of Section 132(f)(4) of the Code. The compensation described in this
paragraph (b) shall be deemed as "Section 415 Compensation" for purposes of the
Plan.

          (c)   For purposes of paragraphs (a) and (d), effective as of December
12, 1994, a Participant who is on a Leave of Absence due to service in the armed
forces of the United States, and who returns to service with an Employer on or
before the date on which his right to reemployment is protected is protected
under the Uniformed Services Employment and Reemployment Rights Act of 1994,
shall be deemed to have received Compensation during such Leave of Absence based
on the rate of pay the Participant would have received during such Leave of
Absence, or if such rate is not reasonably certain, based on his average
Compensation during the twelve month period (or, if shorter, the total period of
employment) immediately preceding the Leave of Absence.

          (d)   For purposes of determining a Participant's Accrued Benefit, the
Compensation which shall be taken into consideration in any calendar year shall
not exceed

                                      -4-

<PAGE>

$200,000 ($170,000 prior to January 1, 2002), as determined and adjusted
pursuant to Sections 401(a)(17) and 415(d) of the Code. Effective January 1,
2002, the Committee, in its sole discretion, may retroactively apply the
$200,000 Compensation limitation under Section 401(a)(17) of the Code, in
accordance with the applicable provisions of the Code and other applicable law.

          2.13  Effective Date. The Effective Date of the provisions of this
amendment and restatement of the Plan is May 1, 2001, except as otherwise
expressly set forth herein.

          2.14  Employee. Any person employed by and receiving Compensation for
services rendered to an Employer, the Company or any Related Company as a common
law employee in the form of a salary, but excluding any director not otherwise
regularly employed by an Employer. The term "Employee" shall also include any
person (a "Leased Employee") who performs services for the Employer, the Company
or any Related Company on a substantially full-time basis under the primary
direction and control of the Employer (prior to May 1, 1997, the preceding
phrase is replaced by "such services are of a type historically performed, in
the business field of the recipient, by Employees") the Company or any Related
Company pursuant to an agreement between the Employer, the Company or such
Related Company and any third person (the "Leasing Organization"), unless:

          (a)   the Leased Employee is covered by a money purchase pension plan
     maintained by the Leasing Organization and providing for contributions
     equal to at least ten percent (10%) of the Leased Employee's compensation
     (without regard to integration with Social Security) providing for full and
     immediate vesting of all such contributions and, providing that each
     employee of the Leasing Organization (other than employees who perform
     substantially all of their services for the Leasing Organization)
     immediately participate in such plan (other than employees whose
     compensation from the Leasing Organization for each of the plan years in
     the four plan year period ending with the plan year under determination is
     less than One Thousand Dollars ($1,000)); and

          (b)   persons who would be Leased Employees but for this sentence do
     not comprise more than twenty percent (20%) of the number of Employees
     (excluding Leased Employees) who have performed services for the Employer,
     the Company or a Related Company on a substantially full-time basis for at
     least one year and persons who would be Leased Employees but for this
     sentence, excluding in each case any Highly Compensated Employee.

For purposes of Article III, a Leased Employee shall not be considered to be an
Employee until he has provided such services to the Employer, the Company or a
Related Company for at least one year, but thereafter the Leased Employee's
Years of Service shall be determined on the basis of the entire period that the
Leased Employee has performed services for any such persons. Solely for purposes
of the definition of Leased Employee, the term "Related Company" should also
include any person related to the Employer, the Company or a Related Company
within the meaning of Section 144(a)(3) of the Code.

          2.15  Employer. The term "Employer" shall include the Company and any
Related Company that adopts the Plan for the exclusive benefit of its eligible
employees. Anything to the contrary notwithstanding, a mere change in the
identity, form or organization of an Employer shall not affect its status under
the Plan in any manner and, if the corporate name of

                                      -5-

<PAGE>

an Employer is hereafter changed, all references herein to the Employer shall be
deemed to refer to the Employer as it is then known. Provided, however, an
Employer other than the Company that ceases to be a Related Company shall not be
eligible to continue as a participating Employer without the express written
consent of the Company.

          2.16  Entry Date. The first day of May and the first day of November
of each Plan Year.

          2.17  ERISA. The Employee Retirement Income Security Act of 1974, as
now in effect or as hereafter amended, and any regulation issued pursuant
thereto by the Internal Revenue Service, the Department of Labor or the Pension
Benefit Guaranty Corporation.

          2.18  Final Average Compensation. The Participant's average annual
Compensation for the 10 consecutive calendar years of his employment with the
Employer preceding his or her Retirement Date. Compensation attributable to
periods when the Participant was not an Employee are disregarded. If an Employee
was a participant for less than 10 consecutive calendar years, his or her Final
Average Compensation shall be the average of his or her annual Compensation for
his or her actual years of employment with the Employer.

          2.19  Highly Compensated Employee.

          (a)   Except as otherwise provided in this Section, effective May 1,
1997, an Employee shall be considered a Highly Compensated Employee for any Plan
Year if such Employee either:

          (i)   at any time during the Plan Year or the immediately preceding
                Plan Year owned more than five percent, by voting power or
                value, of the outstanding stock of an Employer or Related
                Employer that is a corporation, or owned more than five percent
                of the capital or profits interest in an Employer or Related
                Employer that is not a corporation; or

          (ii)  in the immediately preceding Plan Year received Compensation in
                excess of $90,000 ($85,000 prior to January 1, 2002), as
                adjusted pursuant to Section 414(q)(1) of the Code for the
                preceding Plan Year, and, if the Committee so elects, was a
                member for such preceding Plan Year of the highest-paid group
                described in paragraph (b).

          (b)   For any Plan Year, the highest-paid group described in this
paragraph (b) shall consist of the group consisting of the top 20 percent of
Employees when ranked on the basis of Compensation paid during such Plan Year.
For purposes of this paragraph (b), there shall be excluded Employees who have
not completed six months of service, Employees who normally work less than 17
1/2 Hours of Service per week, Employees who normally work during not more than
six months during any Plan Year, Employees who have not attained the age of 21,
and Employees covered by a Collective Bargaining Agreement if such Employees
constitute 90 percent or more of the total number of Employees. The Committee
may elect to exclude Employees who are described in paragraph (a)(ii) but who
are not in the highest-paid group in any Plan Year by adopting a resolution
making such election, which shall be considered an amendment to the Plan, and
such election shall apply to all succeeding Plan Years until the Committee
adopts a resolution revoking such election.

                                      -6-

<PAGE>

          (c)   A former Employee shall be treated as a Highly Compensated
Employee if he was a Highly Compensated Employee (based on the definition in
effect at such time) either when his employment was terminated or at any time
after attaining age 55.

          (d)   A nonresident alien who receives no earned income (within the
meaning of Section 911(d)(2) of the Code) which constitutes income from sources
within the United States (within the meaning of Section 861(a)(3) of the Code)
from an Employer or Related Employer during any Plan Year shall not be
considered an Employee for such Plan Year for any purpose of this Section.

          (e)   The purpose of this Section is to conform to the definition of
"highly compensated employee" set forth in Section 414(q) of the Code, as now in
effect or as hereafter amended, which is incorporated herein by reference, and
to the extent that this Section shall be inconsistent with Section 414(q) of the
Code, either by excluding Employees who would be classified as "highly
compensated employees" thereunder or by including Employees who would not be so
classified, the provisions of Section 414(q) of the Code shall govern and
control. The Committee may make or revoke any elective adjustment to the
definition of Highly Compensated Employee permitted by Section 414(q) of the
Code or any regulations, revenue procedures, or other guidance issued thereunder
and may elect to utilize the simplified method described in Revenue Procedure
93-42 (with or without "snapshot day" testing), or any successor thereto.

          2.20  Hour of Service.

          (a)   Each Employee shall be credited with an Hour of Service for:

          (1)   Each hour for which he is directly or indirectly paid or
     entitled to payment by the Employer or the Company for the performance of
     duties. These hours shall be credited to the Employee for the computation
     period (or periods) during which the duties are performed. In lieu of the
     foregoing, an Employer may on a uniform and nondiscriminatory basis for
     similarly situated employees, determine Hours of Service for some or all
     purposes under the Plan or for similarly situated Employees, by crediting
     45 Hours of Service for each week for which the Employee would be credited
     with at least one Hour of Service under this subparagraph (a)(1) of this
     Section 2.20. Provided, however, that use of this equivalency shall be
     subject to the special rules of Sections 2530.200b-3(e)(4) & (6) of the
     Department of Labor regulations under ERISA relating to payments made to an
     Employee not made on the basis of units of time, and in the case of periods
     of time which extend into two computation periods under the Plan,
     respectively. Provided further, that Hours of Service shall not be
     determined under the above equivalency if such determination would result
     in discrimination prohibited under Code Section 401(a)(4).

          (2)   Each hour (up to a maximum of five hundred one (501) hours in
     any one continuous period) for which he is directly or indirectly paid or
     entitled to payment by the Employer, the Company or any Related Company on
     account of a period during which no duties are performed, such as vacation,
     sickness, jury duty, or layoff. These hours shall be credited to the
     Employee for the computation period (or periods) during which payment is
     made or amounts payable to the Employee become due. For purposes of this
     paragraph (a)(2), payment made to an Employee under an insurance policy or
     trust fund

                                      -7-

<PAGE>

     to which an employer contributes shall be deemed to have been paid by such
     employer, but no Hours of Service shall be credited for periods during
     which an Employee receives payments under a plan maintained solely for the
     purpose of complying with an applicable worker's compensation, unemployment
     compensation or disability insurance law, or payments which solely
     reimburse the Employee for medical or medically related expenses.

          (3)   Each hour for which back pay, irrespective of mitigation of
     damages, has been awarded or agreed to by the Employer, the Company or any
     Related Company. These hours shall be credited to the Employee for the
     computation period (or periods) to which the award, agreement or payment
     pertains rather than the computation period (or periods) to which the
     award, agreement or payment was made.

          (b)   Solely for purposes of determining whether (i) an individual has
completed a Year of Service under Section 3.1(b)(1) and is eligible to
participate in the Plan, (ii) an individual has experienced a Break in Service
as defined in Section 2.7, or (iii) has five years of Vesting Service and a
nonforfeitable right to his Accrued Benefit in accordance with Section 4.2, an
Employee shall be credited with an Hour of Service for each hour of service
performed for a Related Company which is not an Employer.

          (c)   Any questions concerning the determination or crediting of Hours
of Service shall be resolved in accordance with the Department of Labor's ERISA
regulation Section 2530.200b-2(b) and (c), which is incorporated herein by this
reference.

          2.21  Key Employee.

          (a)   Except as otherwise provided in this Section, an Employee shall
be considered a Key Employee for any Plan Year if, at any time during the Plan
Year which contains the Top-Heavy Determination Date, he:

          (i)   is an officer of any Employer or Related Employer whose
                Compensation exceeds $130,000 (as adjusted under Section
                416(i)(1)(A) of the Code); or

          (ii)  owns more than five percent of the stock of an Employer or
                Related Employer; or

          (iii) owns more than one percent of the stock of an Employer or
                Related Employer and receives Compensation for any Plan Year in
                which he owns such percentage in excess of $150,000 (determined
                in accordance with Section 416(i)(1)(B) of the Code).

          For Plan Years beginning prior to January 1, 2002, an Employee shall
be considered a Key Employee for any Plan Year if, at any time during the Plan
Year and the which contains the Top-Heavy Determination Date, or any of the
preceding four Plan Years, he:

          (i)   is an officer of any Employer or Related Employer whose
                Compensation exceeds 50 percent of the annual dollar limitation
                set forth in Section 415(b)(1)(A) of the Code; provided,
                however, the number of Employees classified as Key Employees
                solely because they are officers shall not exceed the greater of
                (i) three or (ii) ten percent of the largest number of

                                      -8-

<PAGE>

                Employees during any of the Years in the Key Employee Test
                Period; provided, however, that in no event shall such number
                exceed fifty (50); or

          (ii)  owns at least one-half percent of the outstanding stock of an
                Employer or Related Employer and receives Compensation in excess
                of the annual defined contribution dollar limitation set forth
                in Section 415(c)(1)(A) of the Code, unless at least ten other
                Employees whose Compensation exceeds the annual defined
                contribution dollar limitation set forth in Section 415(c)(1)(A)
                of the Code own during any Plan Year in the Key Employee Test
                Period a percentage share of the stock of the Employer or
                Related Employer which is greater than such Employee's
                percentage share (and if applicable, as determined pursuant to
                the rules under Section 416(i)(1) of the Code relating to the
                determination of the largest shareholder); or

          (iii) owns more than five percent of the stock of an Employer or
                Related Employer (with ownership determined in accordance with
                Section 416(i)(B)(i) of the Code) ; or

          (iv)  owns more than one percent of the stock of an Employer or
                Related Employer and receives Compensation for any Plan Year in
                which he owns such percentage in excess of $150,000 (with
                ownership determined in accordance with Section 416(i)(B)(ii) of
                the Code).

          (b)   The purpose of this Section is to conform to the definition of
"key employee" set forth in Section 416(i)(1) of the Code effective as of
January 1, 2002 and thereafter, which is incorporated herein by reference, and
to the extent that this Section shall be inconsistent with Section 416(i)(1) of
the Code, either by excluding Employees who would be classified as "key
employees" thereunder or by including Employees who would not be so classified,
the provisions of Section 416(i)(1) of the Code shall govern and control.

          2.22  Key Employee Test Period. Except as otherwise provided in this
Section, the Key Employee Test Period will be the Plan Year for which such
determination is being made. For Plan Years beginning prior to January 1, 2002,
the Key Employee Test Period is the period of five Plan Years ending with the
last day of the Plan Year for which the determination as to whether an Employee
is a Key Employee is being made, or, if shorter, the total period for which the
Plan and all predecessor plans have been in existence.

          2.23  Leave of Absence. Authorized leave of absence, sick or
disability leave, effective December 12, 1994, service in the Armed Forces of
the United States (provided that the absence is caused by war or other emergency
or provided that the Employee is required to serve under the laws of
conscription in time of peace) or any absence with the advance approval of the
Employer, the Company or any Related Company; provided, however, that the
Employee retires or returns to work for the Employer, the Company or any Related
Company within the time specified in his Leave of Absence (or, in the case of a
military absence, within the period provided by law). In granting such leaves,
the Employer, the Company and any Related Company shall treat all Employees
under similar circumstances alike under rules uniformly and consistently
applied.

                                      -9-

<PAGE>

          2.24  Non-Key Employee. Any Employee who has not been a Key Employee
during the Key Employee Test Period.

          2.25  Normal Retirement Age. The sixty-fifth (65th) birthday of a
Participant.

          2.26  Normal Retirement Date. The first day of the month coincident
with or immediately following the Participant's Normal Retirement Age.

          2.27  Participant. An Employee who participates in the Plan as
provided in Article III.

          2.28  Pension. A series of monthly amounts which are payable to a
person who is entitled to receive benefits under the Plan.

          2.29  Plan Year. The twelve (12) month period commencing on May 1 and
ending on April 30, on the basis of which Plan records are kept. The limitation
year for purposes of Section 415 of the Code shall be the Plan Year.

          2.30  Primary Social Security Benefit. The estimated monthly amount
payable to a Participant at age sixty-five (65) (whether or not the Participant
applies for and receives such amount) under Title II of the Social Security Act
as in effect on the January 1 of the Plan Year with respect to which the
calculation is being made (disregarding any retroactive changes made by
legislation enacted after such January 1). A Participant's Primary Social
Security Benefit may be determined at any time based on the assumption that his
Compensation increased each year at the rate of increase in the average total
wages as reported by the Social Security Administration.

     If the determination is made prior to the calendar year in which the
Participant attains his social security retirement age, it shall be assumed that
his Compensation will continue until he attains social security retirement age
at the rate he was receiving in the calendar year in which the determination is
made. Increases in Compensation after the Participant attains social security
retirement age shall not be recognized. The Primary Social Security Benefit
shall not adjusted to reflect changes in Title II of the Social Security Act
which occur after the earliest of (a) a Participant's attainment of social
security retirement age, (b) a Participant's termination of employment with the
Employer, or (c) the Participant's first receipt of benefits under the Plan.
Notwithstanding the foregoing, a Participant who retires or otherwise terminates
employment with a nonforfeitable right to receive a benefit under the Plan shall
be entitled to have his Primary Social Security Benefit recalculated on the
basis of his actual salary history if he request such a recalculation and
furnishes evidence, satisfactory to the Committee, of such actual salary history
within 180 days after the later of his termination of employment or the time
when he is notified of the retirement benefit to which he is entitled. The
Committee shall notify each Participant of his right to supply his actual salary
history, the financial consequences of failing to supply such history and the
such history can be obtained from the Social Security Administration.

          2.31  Qualified Domestic Relations Order.

          (a)   Except as provided in paragraph (b), any order (including a
judgment, a decree or an approval of a property settlement agreement entered by
any court) which the Committee determines (i) is made pursuant to any state
domestic relations law (including a

                                      -10-

<PAGE>

community property law), (ii) relates to the provision of child support, alimony
payments or marital property rights of a spouse, former spouse, child or other
dependent of a Participant (an "Alternate Payee"), (iii) creates or recognizes
the existence of an Alternate Payee's right to, or assigns to an Alternate Payee
the right to, receive all or a portion of the benefits payable to a Participant
under the Plan, and (iv) clearly specifies (A) the name and last known mailing
address of the Participant and the name and last known mailing address of each
Alternate Payee covered by the order, (B) the amount or percentage of the
Participant's benefits to be paid by the Plan to each Alternate Payee, or the
manner in which such amount or percentage is to be determined, (C) the number of
payments or period to which such order applies, and (D) the employee benefit
plan to which such order applies.

          (b)   An order shall in no event be considered a Qualified Domestic
Relations Order if the Committee determines that such order (i) requires the
Plan to provide benefits to Alternate Payees, the actuarial present value of
which in the aggregate is greater than the benefits which would otherwise have
been provided to the Participant, (ii) requires the Plan to pay benefits to an
Alternate Payee, which benefits are required to be paid to a different Alternate
Payee under another order previously determined to be a Qualified Domestic
Relations Order, or (iii) requires the Plan to provide any type or form of
benefit, or any option, not otherwise provided under the Plan, except that a
Qualified Domestic Relations Order may require the Trustee to distribute a
portion of the Participant's vested Accrued Benefit prior to the time the
Participant has terminated his employment if the Participant is eligible to
retire and begin receiving a Pension under any of the provisions of Article V.

          2.32  Related Company. Any trade or business (whether or not
incorporated) that is, along with the Company, a member of a controlled group of
related entities (as defined in Sections 414(b) and (c) of the Code, as modified
for purposes of Sections 6.6 and 6.7 by Section 415(h) of the Code) or a member
of an affiliated service group (as defined in Section 414(m) of the Code), or
that is otherwise required to be aggregated with the Company by Treasury
Regulations issued under Section 414(o) of the Code. Anything to the contrary
notwithstanding, a mere change in the identity, form or organization of a
Related Company shall not affect its status under the Plan in any manner and, if
the corporate name of a Related Company is hereafter changed, all references
herein to such Related Company shall be deemed to refer to such Related Company
as it is then known.

          2.33  Retirement. Termination of employment for a reason other than
death after a Participant has satisfied the requirements for a Pension set forth
in Article V. Retirement shall be considered as commencing on the day
immediately following a Participant's last day of employment (or the last day of
a Leave of Absence, if later).

          2.34  Top-Heavy Determination Date. The Anniversary Date of the
immediately preceding Plan Year.

          2.35  Top-Heavy Year.

          (a)   Except as otherwise provided below, a Top-Heavy Year shall be
any Plan Year if, as of the Top-Heavy Determination Date for such Plan Year, the
present value of the cumulative Accrued Benefits of all Key Employees under the
Plan exceeds sixty percent (60%) of the present value of the cumulative Accrued
Benefits of all Participants under the Plan.

                                      -11-

<PAGE>

          (b)   Notwithstanding paragraph (a), if as of any Top-Heavy
Determination Date the Employer, the Company or any Related Company has adopted
any other employee plan qualified under Section 401(a) of the Code and either
(i) a Key Employee participates in the Plan and such other plan or (ii) the Plan
or such other plan has satisfied the requirements of either Section 401(a)(4) or
Section 410 of the Code only by treating the Plan and such other plan as a
single plan, then the Plan Year shall be considered a Top-Heavy Year if and only
if the present value of the cumulative Accrued Benefits of all Key Employees
under the Plan and the present value of the cumulative benefits accrued by all
Key Employees under all such other plans exceeds sixty percent (60%) of the
present value of the cumulative benefits accrued by all Participants under the
Plan and all such other plans.

          (c)   Notwithstanding paragraphs (a) and (b), if as of any Top-Heavy
Determination Date the Employer, the Company or any Related Company has adopted
any other employee plan qualified under Section 401(a) of the Code which is not
a plan described in paragraph (b), but which plan may be considered as a single
plan with the Plan and all plans described in paragraph (b) without causing any
of such plans to violate the requirements of either Section 401(a)(4) or Section
410 of the Code, the Plan Year shall not be considered a Top-Heavy Year if the
present value of the cumulative Accrued Benefits of all Key Employees under the
Plan and the present value of the cumulative benefits accrued by all Key
Employees under all plans described in paragraph (b) and all plans described in
this paragraph (c) does not exceed sixty percent (60%) of the present value of
the cumulative benefits accrued by all Participants under all such plans.

          (d)   If any of the plans described in either paragraph (b) or (c) are
defined contribution plans (as defined in Section 414(i) of the Code), then the
tests set forth in said paragraphs shall be applied by substituting the
aggregate account balances under such plans for the present value of the
cumulative benefits accrued under such plans. If any of such plans have a
determination date (as defined in Section 416(g)(4)(C) of the Code) for purposes
of determining top-heavy status which is different from the Top-Heavy
Determination Date, the present value of the cumulative benefits accrued (or the
aggregate account balances, in the case of a defined contribution plan) in such
plan shall be determined as of the determination date for such plan which occurs
in the same Plan Year as the Top-Heavy Determination Date.

          (e)   For purposes of this Section 2.35, the present value of a
Participant's Accrued Benefit shall be determined as of the Top-Heavy
Determination Date, on the assumption that the Participant terminated his
employment as of such date, and the present value shall be based upon the
actuarial assumptions used in the actuarial valuation made as of the Top-Heavy
Determination Date, but the actuarial assumptions shall not exceed those
prescribed by the Pension Benefit Guaranty Corporation. Such assumptions shall
be used for all plans being aggregated for Top-Heavy determinations. The present
value of a Participant's Accrued Benefit shall also include the actuarial
equivalent as of the Top-Heavy Determination Date of all distributions made to
such Participant (or his Beneficiary) during the Key Employee Test Period.

          (f)   For purposes of this Section 2.35, account balances shall
include (i) all contributions which the Employer the Company or any Related
Company has paid or is legally obligated to pay to any employee plan as of the
Top-Heavy Determination Date (including contributions made thereafter if they
are allocated as of the Top-Heavy Determination Date) and all forfeitures
allocated as of the Top-Heavy Determination Date, and (ii) all distributions
made to a Participant or his Beneficiary during the Key Employee Test Period
(or, in the case of a

                                      -12-

<PAGE>

defined benefit plan, the actuarial equivalent as of the Top-Heavy Determination
Date of such distributions). For purposes of this Section 2.35, account balances
shall also include amounts which are attributable to contributions made by the
Participants (other than deductible voluntary contributions under Section 219 of
the Code) but shall not include any rollover (as defined in Section 402(a)(5) of
the Code) or a direct transfer from the trust of any employee plan qualified
under Section 401(a) of the Code if such plan is not maintained by the Employer,
the Company or any Related Company and such rollover or transfer is made at the
request of the Participant.

          (g)   Anything to the contrary notwithstanding, if a Participant or
former Participant has not been an Employee at any time during the Key Employee
Test Period, his accrued benefit (in the case of a defined benefit plan) or his
account balance (in the case of a defined contribution plan) shall not be taken
into consideration in the determination of whether the Plan Year is a Top-Heavy
Year.

          (h)   The purpose of this Section 2.35 is to conform to the definition
of "top-heavy plan" set forth in Section 416(g) of the Code, which is
incorporated herein by reference, and to the extent that this Section 2.36 shall
be inconsistent with Section 416(g) of the Code, either by causing any Plan Year
during which the Plan would be classified as a "top-heavy plan" not to be a
Top-Heavy Year or by causing any Plan Year during which it would not be
classified as a "top-heavy plan" to be a Top-Heavy Year, the provisions of
Section 416(g) of the Code shall govern and control.

          2.36  Transfer. An Employee's transfer of employment between the
Employer, the Company and any Related Company, or an Employee's transfer between
an employment position covered by the Plan and an employment position not
covered by the Plan, without a Break in Service.

          2.37  Trust Fund. All assets of the Plan held by the Trustee from time
to time in accordance with the provisions of the Trust Agreement established
under the Plan, as the same is amended from time to time.

          2.38  Trustee. The individuals or corporation which shall from time to
time be appointed by the Employer to administer the Trust Fund.

          2.39  Year of Service. Any twelve (12) month computation period (as
defined below) during which an Employee (i) has attained age 18, and (ii) has
completed an aggregate of at least one thousand (1,000) Hours of Service with
the Employer, the Company or any Related Company. The initial twelve (12) month
computation period shall begin on the Employee's employment or re-employment
commencement date. If the Employee fails to complete an aggregate of at least
one thousand (1,000) Hours of Service with the Employer, the Company or any
Related Company during the initial twelve (12) month computation period, the
second twelve (12) month computation period shall consist of the Plan Year which
includes the first anniversary of the Employee's employment or re-employment
commencement date, and succeeding twelve (12) month computation periods shall
also be based on the Plan Year.

                                      -13-

<PAGE>

                                   ARTICLE III
                                   -----------

                            PARTICIPATION AND VESTING
                            -------------------------

          3.1   Eligibility to Participate.

          (a)   Each Employee who is a Participant in the Plan immediately
preceding the Effective Date shall continue to be a Participant in the Plan
under the terms specified herein.

          (b)   Each other Employee who as of the Effective Date has attained
age twenty-one (21) and completed at least one (1) Year of Service but who is
not already a Participant in the Plan shall participate as of the Effective
Date.

          (c)   Each other Employee (other than Leased Employees) shall be
eligible to participate in the Plan, upon the Entry Date coincident with or next
following the date that the Employee has satisfied the following requirements:

                (1)  the Employee has attained age 21 and completed at least one
                     Year of Service; and

                (2)  the Employee is a salaried employee of an Employer and is
                     in a classification of employees to whom the Plan has been
                     extended by that Employer.

          3.2   Duration of Participation.

          An Employee shall remain a Participant until such time as he incurs a
Break in Service consisting of one Plan Year, at which time his participation in
the Plan shall cease, unless he has met the requirements for a Pension as set
forth in Article V at such time.

          3.3   Participation Upon Re-Employment.

          (a)   Upon reemployment by an Employer, a former Employee who had
attained his Vesting Date, in accordance with Section 4.3 below, shall resume
participation in the Plan on the date he or she is credited with one Hour of
Service. Upon the completion of one Year of Service following his reemployment,
all Years of Service and Credited Service earned prior to the Break in Service
shall be taken into account and aggregated with any Years of Service and
Credited Service earned subsequent to the reemployment.

          (b)   Except as provided in Section 4.4 below, a Participant who
incurred a Break in Service and who is subsequently reemployed shall, upon his
or her completion of one Year of Service from the date of reemployment, have his
or her Credited Service earned prior to the Break in Service restored and
considered with all Credited Service earned after the date of reemployment,
including the year immediately following the date of reemployment, in
determining his or her benefit.

                                      -14-

<PAGE>

                                   ARTICLE IV
                                   ----------

                    FACTORS USED IN DETERMINING PLAN BENEFITS
                    -----------------------------------------

          4.1.  Credited Service. For purposes of calculating the amount of a
Participant's or beneficiary's Plan benefits, a participant's "Credited Service"
means the total of the Participant's Years of Service computed in accordance
with the following rules except to the extent provided otherwise in a supplement
to the Plan:

          (a)   Years of Credited Service. An Employee will be granted a Year of
Credited Service for each calendar year in which he is a Participant and
credited with at least at least 1,700 Hours of Service. If during any calendar
year a Participant is credited with fewer than 1,700 Hours of Service, a
proportionate credit shall be given to the nearest 1/10 of a year. An Employee
who is hired in an eligible class of Employees and becomes a Participant after
completing one Year of Service under Section 3.1(c)(1) shall also receive a Year
of Credited Service (or proportionate credit) for the calendar year in which he
is hired, provided that he completes at least 1,000 Hours of Service in such
calendar year.

          (b)   Recognition of Other Prior Service. A Participant will be
granted a Year of Credited Service for each Year of Credited Service the
Participant earned under the Plan prior to the Effective Date. From time to time
the Employer may also grant recognition of prior service not otherwise
considered as Credited Service hereunder in connection with the extension of the
Plan to a new covered group or the addition of a new group of employees to an
existing covered group in connection with corporate acquisitions,
reorganizations or other circumstances which the Employer determines, in a
non-discriminatory manner.

          (c)   Periods of Absence. A Participant shall not receive Credited
Service for the period from his date of employment termination until his date of
reemployment. A period of "leave of absence" (as defined in Section 4.4) will
not be deemed a termination of employment for purposes of this Section. However,
Credited Service will not be granted for leave of absence periods, except for
medical leaves of absence or as required by law.

          (d)   Concurrent Employment. Concurrent periods of employment with two
or more Employers shall be considered only once in determining Credited Service.

          (e)   Non-Participating Employer. A period of service with an entity
prior to the date the entity becomes an Employer under the Plan or a predecessor
plan shall be disregarded in determining a Participant's Credited Service unless
otherwise specifically provided for herein.

          (f)   Non-Covered Employment. A period of service with an Employer
during which the Participant is not a member of a covered group of Employees for
purposes of Section 31 above shall be disregarded in determining a Participant's
Credited Service.

          4.2.  Vesting Service. For purposes of determining a Participant or
Beneficiary's eligibility for Plan benefits, a participant's "vesting service"
means the total of the Participant's Years of Service.

                                      -15-

<PAGE>

          4.3.  Vesting Date. The "vesting date" for a Participant shall be the
date the Participant has accrued five Years of Service.

          4.4   Break in Service. A Participant's entire period of Credited
Service (as determined under Section 4.1) shall be taken into consideration
under the Plan, except that:

          (a)   A Participant who incurs a Break in Service prior to his Vesting
Date shall have his Credited Service before such Break in Service disregarded
until he has completed one Year of Service following his re-employment by the
Employer, the Company or any Related Company, at which time his Credited Service
before such Break shall be restored, retroactive to his date of re-employment.

          (b)   A Participant who incurs a Break in Service prior to his Vesting
Date shall have his period of Credited Service before such Break disregarded if
the number of years in such Break in Service equals or exceeds five (5).

          (c)   A Participant who terminates his employment and is re-employed
prior to incurring a Break in Service shall be treated, for purposes of
participation in the Plan, as though he never terminated his employment, except
that periods during which the Participant was not in active employment shall not
be included in determining the Participant's Final Average Compensation.

          4.5   Transfers. A Transfer shall not affect the continuity of a
Participant's Years of Service for purposes of his eligibility for benefits
under the Plan. However, in the event of a Transfer, the amount of the benefit
payable to a Participant under the Plan shall be computed as follows:

          (a)   If a Participant is transferred to an employment position which
would not make him eligible for benefits under the Plan, he shall have his
Accrued Benefit under the Plan based solely on his Years of Credited Service
prior to the date of Transfer.

          (b)   If an Employee is transferred to an employment position which
would make him eligible to participate in the Plan, he shall have his Accrued
Benefit under the Plan be based solely on his years of Credited Service from and
after the date of Transfer.

          (c)   The determination of the Compensation and the Final Average
Compensation of a Participant who incurs a Transfer shall be based upon his
Years of Credited Service with the Employer as a Participant.

                                      -16-

<PAGE>

                                    ARTICLE V
                                    ---------

                            REQUIREMENTS FOR PENSIONS
                            -------------------------

          5.1   Normal Retirement. A Participant shall be eligible for a Normal
Retirement Pension if his employment is terminated on or after his Normal
Retirement Age. Payment of a Normal Retirement Pension shall commence as of the
first day of the month coincident with or immediately following the
Participant's Retirement. A Participant's right to his Normal Retirement Pension
shall be non-forfeitable on attainment of his Normal Retirement Age.

          5.2   Early Retirement. A Participant shall be eligible for an Early
Retirement Pension if his employment is terminated on or after his fifty-fifth
(55th) birthday and after he has completed at least five (5) years of Credited
Service. Payment of an Early Retirement Pension shall commence as of the
Participant's Normal Retirement Date. However, if a Participant requests the
Committee to authorize the commencement of his Early Retirement Pension as of
the first day of the month coincident with or immediately following his
Retirement, or as of the first day of any subsequent month which precedes his
Normal Retirement Date, his Pension shall commence as of the first day of the
month so requested, but the amount thereof shall be reduced as provided in
Section 6.3.

          5.3   Deferred Vested Pension. A Participant shall be eligible for a
Deferred Vested Pension if his employment is terminated for any reason before
his death after the Participant's Vesting Date but prior to his Early Retirement
eligibility in accordance with Section 5.2. Payment of a Participant's Deferred
Vested Pension shall commence as of his Normal Retirement Date. However, if a
Participant requests the Committee to authorize the commencement of his Deferred
Vested Pension as of the first day of any month after his attainment of age
fifty-five (55) and prior to his Normal Retirement Date, his Pension shall
commence as of the first day of the month so requested, but the amount thereof
shall be reduced as provided in Section 6.4.

          5.4   Deferred Vested Pension in Top-Heavy Years. A Participant shall
be eligible for a Deferred Vested Pension under Section 5.4 if his employment is
terminated for any reason before his death and he had completed at least three
(3) Years of Service during or prior to any Top Heavy Year.

          5.5   Vesting Following Plan Amendment. In the event that any
amendment is adopted to the Plan which affects, directly or indirectly, the
computation of the vested percentage of the Participants' Accrued Benefits:

          (a)   The vested percentage of the Accrued Benefit of each Participant
shall not, as a result of such amendment, be less than it would have been had
the Participant terminated his employment on the day immediately preceding the
day such amendment was adopted (or, if earlier, the effective date of such
amendment); and

          (b)   The vested percentage of the Accrued Benefit of a Participant
who, on the day the amendment is adopted (or, if earlier, the effective date of
such amendment), had completed at least three (3) Years of Service shall
thereafter be equal to the greater of the amount determined under the Plan as so
amended or the amount determined under the Plan without regard to such
amendment.

                                      -17-

<PAGE>

                                   ARTICLE VI
                                   ----------

                               AMOUNT OF PENSIONS
                               ------------------

          6.1   Benefits Generally. Subject to the limitations hereinafter set
forth in this Article VI, each Participant who retires on or after he has
fulfilled the requirements for a Pension as set forth in Article V shall be
entitled to the Pension determined in accordance with the provisions of this
Article VI.

          6.2   Normal Retirement Pension. A Participant's Accrued Benefit under
the Plan is the monthly benefit amount payable in the form of a single life
annuity commencing at Normal Retirement Age (or Actuarial Equivalent thereof)
computed pursuant to paragraph (a), (b) or (c) below:

          (a)   Except with respect to those individuals described in paragraph
(b) below, a Participant's Accrued Benefit shall be one and one-third percent
(1-1/3%) of the Participant's Final Average Compensation at the date of
determination, less one and two-thirds percent (1-2/3%) of his Primary Social
Security Benefit, divided by twelve (12) multiplied by the Participant's Years
of Credited Service earned at his Normal Retirement Date, not to exceed thirty
years.

Effective May 1, 1989, Participants on April 30, 1985 will receive the larger of
the benefit described above or one percent of Final Average Compensation times
Years of Credited Service. Notwithstanding the foregoing, a Participant's or
prior plan participant's benefit amount as determined above shall be offset by
the value of the benefit distributed to or on behalf of the Participant from the
prior plan, if any.

          (b)   The Accrued Benefit of a Participant who either was a
Participant and had an Accrued Benefit on the May 1, 1989, or whose Final
Average Compensation includes years prior to May 1, 1994 in which his
Compensation exceeded $200,000 (as adjusted) for Plan Years prior to January 1,
1994, or $150,000 (as adjusted) for Plan Years beginning after January 1, 1994,
or both, shall be determined as follows:

          (i)   The Accrued Benefit as of any date between the May 1, 1989 and
                April 30, 1994, inclusive, shall be equal to the greater of (A)
                the amount determined under paragraph (a) taking into account
                all years of Credited Service or (b) the Participant's Accrued
                Benefit as of April 30, 1989, plus the amount determined under
                paragraph (a) taking into account only years of Credited Service
                beginning on or after the May 1, 1989.

          (ii)  The Accrued Benefit as of any date on or after May 1, 1994,
                shall be the greater of (A) the amount determined under
                paragraph (a) taking into account all years of Credited Service
                or (b) the Participant's Accrued Benefit as of April 30, 1994
                (taking into account paragraph (b)(i) above), plus the amount
                determined under paragraph (a) taking into account only years of
                Credited Service beginning on or after May 1, 1994.

          (c)   If a Participant receives a distribution of his Accrued Benefit
as a result of the termination of the Participant's employment and the
Participant is subsequently rehired, then the amount of the Pension to which the
Participant (or his Beneficiary) shall be entitled upon his subsequent
Retirement or death shall be determined by disregarding his Years of Credited

                                      -18-

<PAGE>

Service taken into account in determining the amount of such previous
distribution, provided that if the amount of such distribution was less than the
present value of the Participant's Accrued Benefit at such time (as determined
under Section 7.5, and disregarding the value of any subsidies for early
retirement or survivorship benefits), such Years of Credited Service shall not
be disregarded, but any Pension to which the Participant (or his Beneficiary)
subsequently becomes entitled shall be reduced by the Actuarial Equivalent of
such distribution. If a Participant is not entitled to a Deferred Vested Pension
when he incurs a termination of employment, he shall be deemed to have a
received a lump sum distribution of the entire vested portion of his Accrued
Benefit. If such a Participant is subsequently re-employed before incurring a
Break in Service consisting of at least five (5) Plan Years, he shall be deemed
to have repaid such distribution and his Years of Credited Service prior to such
termination of employment shall be included in determining his Accrued Benefit.

          6.3   Early Retirement Pension. The monthly amount of a Participant's
Early Retirement Pension payable on a single-life basis commencing as of his
Normal Retirement Date shall be equal to his Accrued Benefit at his Retirement.
In the event that the Participant requests payment of his Early Retirement
Pension prior to his Normal Retirement Date, the monthly amount of the Early
Retirement Pension shall be equal to the Pension which is otherwise payable to
the Participant as of his Normal Retirement Date, reduced at the rate of 1/2%
for each month that the commencement of Pension payments precede his Normal
Retirement Date.

          6.4   Deferred Vested Pension. The monthly amount of a Participant's
Deferred Vested Pension payable on a single-life basis commencing as of his
Normal Retirement Date shall be equal to his Accrued Benefit at his Retirement
(or, in the event that a Participant is eligible for a Deferred Vested Pension
under Section 5.4, the vested percentage of his Accrued Benefit at his
Retirement determined under Section 5.4). In the event that the Participant
requests the payment of his Deferred Vested Pension prior to his Normal
Retirement Date, the monthly amount of the Pension shall be equal to the Pension
which is otherwise payable to the Participant as of his Normal Retirement Date,
reduced at the rate of 1/2% for each month that the commencement of Pension
payments precede his Normal Retirement Date.

          6.5   Maximum Pensions.

          (a)   Anything to the contrary notwithstanding, the Projected Annual
Benefit (as defined in subparagraph (f)(iii) below) payable with respect to a
Participant for any Plan Year commencing on or after the Effective Date shall
not exceed his Maximum Annual Benefit. A Participant's Maximum Annual Benefit
shall be an Annual Benefit (as defined in subparagraphs (f)(i) and (ii) below)
equal to:

          (i)   The lesser of:

                (A)  One Hundred Sixty Thousand Dollars ($160,000), (One Hundred
                     Forty Thousand Dollars ($140,000) prior to January 1, 2002)
                     adjusted as of January 1st of each Plan Year to take into
                     account any cost-of-living adjustment (as determined
                     pursuant to Section 415(d) of the Code) in effect as of
                     January 1st of such Plan Year; or

                                      -19-

<PAGE>

                (B)  One hundred percent (100%) of the Participant's average
                     Section 415 Compensation for the three (3) consecutive Plan
                     Years during which he participated in the Plan in which he
                     received the highest aggregate Section 415 Compensation.

          (ii)  In the event the Participant has fewer than ten (10) Years of
                Credited Service or fewer than ten (10) years of participation
                in the Plan (as defined by Code Section 415(b)(5) and as
                modified by Code Section 415(b)(6)(D)), then

                (A)  the amount set forth at Section 6.5(a)(i)(A) shall be
                     reduced by multiplying such amount by a fraction, the
                     numerator of which shall be the number of years, or parts
                     thereof, of participation in the Plan (but not less than
                     one (l)), and the denominator of which shall be ten (10);
                     and

                (B)  the amount set forth at Section 6.5(a)(i)(B) shall be
                     reduced by multiplying such amount by a fraction the
                     numerator of which shall be the number of Years of Credited
                     Service (but not less than one (l)), with the Employer the
                     Company or any Related Company, and the denominator of
                     which is ten (10).

          (b)   Effective January 1, 2002, if payment of a Participant's benefit
under the Plan begins before the Participant has attained age 62 (prior to
January 1, 2002, his Social Security Retirement Age), the determination as to
whether the dollar limitation set forth in Section 6.5(a)(i)(A) has been
exceeded shall be made, in accordance with regulations prescribed by the
Secretary of Treasury, by reducing the limitation so that the dollar limitation
(as so reduced) equals an annual benefit (beginning when such benefits
commence), which is equivalent in value to the dollar limitation set forth in
Section 6.5(a)(i)(A) beginning at age 62. Prior to January 1, 2002, the dollar
limitation then in effect shall be reduced so that it is the actuarial
equivalent of an annual benefit in the amount of the otherwise applicable dollar
limitation beginning at the Social Security Retirement Age, with such reduction
being made in such manner as the Secretary of the Treasury may prescribe which
is consistent with the reduction for old-age insurance benefits beginning before
Social Security Retirement Age under the Social Security Act.

          (c)   If a Participant's Annual Benefit commences after the Social
Security Retirement Age, the determination of whether or not the dollar
limitation set forth at Section 6.5(a)(i)(A) has been exceeded shall be made in
accordance with regulations prescribed by the Secretary of the Treasury, by
adjusting such benefit so that it is equivalent in value to a benefit commencing
at the Social Security Retirement Age.

          (d)   If a Participant who is covered under this Plan and under any
Related Plan (as defined in subparagraph (f)(ii) below) is entitled to an
aggregate Projected Annual Benefit under said plans in a Plan Year which exceeds
his Maximum Annual Benefit, the aggregate Projected Annual Benefit shall be
reduced to the extent necessary so that it shall not exceed his Maximum Annual
Benefit. In order to effectuate said reduction among this Plan and the Related
Plan(s), the Projected Annual Benefit under each such plan shall be prorated
according to the

                                      -20-

<PAGE>

ratio which the Projected Annual Benefit in the Plan Year under each such plan
bears to the total Projected Annual Benefit in the Plan Year under this Plan and
the Related Plans.

          (e)   Notwithstanding the foregoing provisions of this Section 6.5, a
benefit payable with respect to a Participant under the Plan shall not be deemed
to exceed the limitations set forth in subparagraph (a)(1) if the total benefits
payable with respect to such Participant under the Plan and under all Related
Plans does not exceed Ten Thousand Dollars ($10,000) for the current Plan Year
or for any prior Plan Year, provided that the Employer, the Company or any
Related Company has never maintained a defined contribution plan (as defined in
Section 414(i) of the Code) in which such Participant was an active participant.
If a Participant has fewer than ten (10) years of Service with the Employer, the
Company or any Related Company, then the Ten Thousand dollar ($10,000) amount
referred to in the immediately preceding sentence shall be multiplied by a
fraction, the numerator of which is an amount equal to the Participant's number
of Years of Credited Service and the denominator of which is ten (10); provided,
however, that the resulting product shall not be less than one-tenth (1/10th) of
the amount determined under this Section 6.5(e).

          (f)   For purposes of this Section 6.5:

          (i)   The term "Annual Benefit" means a Pension payable annually in
                the form of a single-life Pension or, if applicable, in the form
                of a Qualified Joint and Survivor Pension (as defined in Section
                7.1). In the event that the Pension is payable in a form other
                than the foregoing, the Annual Benefit shall be based on the
                Actuarial Equivalent of a single-life Pension computed prior to
                January 1, 1997, on the basis of an interest rate of five
                percent (5%). Effective January 1, 1997, in the event a Pension
                is payable in the form of a single (lump sum) distribution, the
                present value of the Pension shall be determined using the 1983
                Group Annuity Mortality Table (Unisex) or such other mortality
                table as may be specified under Section 417(e)(3)(A) of the Code
                and an interest rate equal to the annual interest rate on
                30-year Treasury securities as announced by the Board of
                Governors of the Federal Reserve System for the second month
                prior to the first day of the Plan Year in which the
                distribution occurs.

          (ii)  The term "Related Plan" means any other defined benefit plan (as
                defined in Section 414(j) of the Code) maintained by the
                Employer, the Company or any Related Company.

          (iii) The term "Projected Annual Benefit" means the Participant's
                Annual Benefit under the Plan provided by the Employer's
                contributions on the assumptions that the Participant will
                continue employment until his Normal Retirement Age, that his
                Compensation will continue at the same rate as in effect for the
                current Plan Year and that all other relevant factors used to
                determine benefits under the Plan will remain constant as of the
                current Plan Year for all future Plan Years.

          (iv)  The term "Social Security Retirement Age" shall mean the age
                used as a retirement age for the Participant under Section
                216(e) of the Social Security Act, as such section may be
                amended from time to time;

                                      -21-

<PAGE>

                provided, however that such section shall be applied (x) without
                regard to the age increase factor, and (y) as if the early
                retirement age under Section 216(e)(2) of the Social Security
                Act were sixty-two (62).

          (v)   [RESERVED]

          (vi)  All actuarial adjustments to the limitations of this Section 6.5
                shall be based upon an interest rate of five percent (5%) and
                the mortality table otherwise used in determining Actuarial
                Equivalents under the Plan, provided that effective January 1,
                1997, the mortality table used shall be that specified in
                Section 7.5(c) and the interest rate for Pensions that are paid
                in accordance with Section 7.5 shall be that specified in
                Section 7.5(c).

          (g)   The provisions of this Section 6.5 and Section 6.6 below are
intended to comply with the provisions of Section 415 of the Code, as amended by
Section 416 of the Code, so that the maximum benefits provided to a Participant
shall be exactly equal to the maximum amounts allowed under the Code. If there
is any inconsistency between this Section 6.6 or Section 6.6 and the provisions
of Sections 415 and 416 of the Code, such inconsistency shall be resolved in
such a way so as to give full effect to the provisions of the Code.

          6.6   [RESERVED]

          6.7   Additional Restrictions.

          (a)   In the event that the Plan terminates, the Pension paid to or on
behalf of any Highly-Compensated Employee or former Employee treated as a Highly
Compensated Employee shall be limited to a benefit that is non-discriminatory
under Code Section 401(a)(4).

          (b)   Except as provided in paragraph(c), the annual payments to any
member of the Highly-Compensated Group shall be limited to an amount equal to
the payments that would be made on behalf of the Participant under a single life
annuity that is the Actuarial Equivalent of the sum of (i) the Participant's
Accrued Benefit plus (ii) the Participant's other benefits (as that term is
defined in Section 6.7(d) below), if any, under the Plan.

          (c)   The limitations of Section 6.7(b) shall not apply if (i) after
the payment of the benefits described in Section 6.7(d)(ii) below to such
Participant, the value of the assets of the Plan equals or exceeds one hundred
and ten percent (110%) of the value of the Plan's current liabilities (as that
term is defined in Code Section 412(l)(7)), or (ii) the value of the benefits
described in Section 6.7(d)(ii) for such member of the Highly-Compensated Group
is less than the greater of one percent (1%) of the value of the Plan's current
liabilities or $5,000.

          (d)   For purposes of this Section 6.7,

          (i)   The term "Highly-Compensated Group" shall mean the group of
                individuals consisting of all Highly-Compensated Employees and
                former Employees who are treated as Highly-Compensated Employees
                pursuant to Section 2.19(d) other than those who were not among
                the top twenty-five (25) Employees when ranked on the basis of
                Compensation in the current or any prior Plan Year; and,

                                      -22-

<PAGE>

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

          6.8   Conditions Affecting Pensions.

          (a)   Subject to the provisions of Section 7.8(c) and 7.9, no Pension
payments shall be made to a Participant during a period of employment and, in
the event that a retired Participant receiving Pension payments is re-employed
or continues to be employed by the Employer after the attainment of his Normal
Retirement Age in an employment position covered by the Plan, his Pension
payments shall be suspended during his period of re-employment or continued
employment.

          (b)   Upon the subsequent termination of employment of a re-employed
Participant, he shall be entitled to receive a Pension under the Plan in an
amount equal to the sum of (i) his Accrued Benefit at his Retirement, based upon
his Years of Credited Service and his Final Average Compensation as of such
date, plus (ii) his Accrued Benefit (if any) earned during his period of
re-employment, based upon his Years of Credited Service during such period and
his Final Average Compensation (computed solely on the basis of his years of
Credited Service during such period) as of his subsequent termination of
employment; provided, however, that his total Years of Credited Service under
the Plan shall be subject to the maximum set forth in Section 6.2.

          (c)   Notwithstanding paragraphs (a) and (b), if payment of a
Participant's Pension is required to commence while he is still employed by
reason of either Section 7.8(c) or 7.9, the amount of his Pension shall be
increased as of the first month of each subsequent Plan Year to reflect any
increase in his Years of Service and/or Final Average Compensation.

          6.9   Minimum Benefits in Top-Heavy Years. Anything else contained
herein to the contrary notwithstanding, the Accrued Benefit of each Non-Key
Employee shall not be less than the product of (a) two percent (2%) of the
Non-Key Employee's average monthly Top-Heavy Compensation during the consecutive
five (5) year period in which he had the greatest aggregate Top-Heavy
Compensation (excluding Top-Heavy Compensation received in any Plan Year that is
not a Top-Heavy Year), multiplied by (b) the number of Top-Heavy Years (not
exceeding twenty (20)) during which the Non-Key Employee completed at least one
thousand (1,000) Hours of Service, regardless of the Non-Key Employee's level of
Top-Heavy Compensation during such Top-Heavy Year, whether the Non-Key Employee
makes any mandatory contribution during such Top-Heavy Year, and whether the
Non-Key Employee is employed on any particular day during such Top-Heavy Year.
If, in any Top-Heavy Year, the Non-Key Employee is also a participant in any
other defined benefit plan maintained by the Employer or a Related Company, the
minimum Accrued Benefit required under this Section 6.10 with respect to such
Top-Heavy Year shall be reduced by the benefit accrued during such Top-Heavy
Year under such other plan (other than a minimum benefit accrued only during a
Top-Heavy Year). If such Non-Key Employee is also covered by a defined
contribution plan, he shall nevertheless receive the minimum Accrued Benefit
described herein. If in any Top-Heavy Year the provisions of Section 6.6(c)
apply to any Participant, then (i) three percent (3%) shall be substituted for
two percent (2%) for all Non-Key Employees for such Top-Heavy Year and (ii)

                                      -23-

<PAGE>

twenty percent (20%) shall be increased (but not by more than ten (10)
percentage points) by one percentage point for each Plan Year for which the Plan
was Top-Heavy.

          6.10  Payment of Incorrect Pension Amount. In the event of payment of
a Pension to a Participant (or their Beneficiary) under Articles V and VI of the
Plan, all or a portion of which should not have been payable to such Participant
(or their Beneficiary), the Plan Committee shall, as soon as is administratively
feasible, reduce the Pension benefit properly payable to the Participant by the
amount of any overpayment. Provided, however, no such reduction shall exceed
twenty-five percent (25%) of the monthly Pension payable to the Participant (or
their Beneficiary).


                                      -24-

<PAGE>

                                   ARTICLE VII
                                   -----------

                          FORM AND PAYMENT OF PENSIONS
                          ----------------------------

          7.1   Payment of Pensions.

          (a)   A Participant who is eligible for a Normal Retirement Pension
under Section 5.1 or an Early Retirement Pension under Section 5.2 and who has a
Spouse (as defined in paragraph (i) below) shall receive his Pension in the form
of a Qualified Joint and Survivor Pension, unless the Participant elects
otherwise in writing in accordance with the provisions of Section 7.4. The
Participant's Qualified Joint and Survivor Pension shall be paid in accordance
with either subparagraph (i) or (ii) below, as elected by the Participant;
provided, however, that if no such election is made by the Participant his
Qualified Joint and Survivor Pension shall be paid in accordance with
subparagraph (ii) below.

          (i)   One Hundred Percent (100%) Qualified Joint and Survivor Pension.
                A Participant shall receive a reduced Pension during his
                lifetime and, upon his death, one hundred percent (100%) of such
                reduced Pension shall be paid to the Participant's Spouse, if
                surviving, for the remainder of her lifetime.

          (ii)  Fifty (50%) Qualified Joint and Survivor Pension. A Participant
                shall receive a reduced Pension during his lifetime and, upon
                his death, fifty percent (50%) of such reduced Pension shall be
                paid to the Participant's Spouse, if surviving, for the
                remainder of her lifetime.

          (b)   A Participant who is eligible for a Deferred Vested Pension
under either Section 5.3 and who has a Spouse (as defined in paragraph (i)
below) shall receive his Pension in the form of a fifty percent (50%) Qualified
Joint and Survivor Pension in accordance with subparagraph (a)(iii) above,
unless the Participant elects otherwise in writing in accordance with the
provisions of Section 7.4.

          (c)   The last payment of a Qualified Joint and Survivor Pension shall
be made as of the first day of the month in which the death of the survivor of
the Participant and his Spouse occurs.

          (d)   The reduced amount payable to the Participant under a Qualified
Joint and Survivor Pension shall be determined by multiplying the amount of his
Pension determined under the applicable provision of Article V by the applicable
option factor set forth in Exhibit A.

          (e)   In lieu of a Qualified Joint and Survivor Pension, a Participant
may elect in writing, in accordance with the provisions of Section 7.4, to
receive for life a Pension determined under the applicable provision of Article
V.

          (f)   A Participant who is eligible for a Normal Retirement Pension
under Section 5.1 or an Early Retirement Pension under Section 5.2 may elect in
writing, in accordance with the provisions of Section 7.4, to receive one of the
optional forms of benefit described under Section 7.3.

          (g)   If a Participant does not have a Spouse, he shall receive the
Pension determined under the applicable provision of Article V, subject to his
right, if any, to elect in

                                      -25-

<PAGE>

writing, in accordance with the provisions of Section 7.4, to receive one of the
optional forms of benefit described under Section 7.3. Such a Participant's
single-life Pension shall be deemed to be a Qualified Joint and Survivor Pension
for purposes of all notice and election provisions of Section 7.4.

          (h)   The last payment of any single-life Pension shall be made as of
the first day of the month in which the death of the Participant occurs.

          (i)   For purposes of this Article VII, a Participant's Spouse shall
be the person to whom he is married on his Benefit Commencement Date. To the
extent provided in any Qualified Domestic Relations Order, and subject to the
provisions of Section 8.7(b), a former spouse of the Participant shall be
treated as the Participant's Spouse on the Benefit Commencement Date, and the
vested percentage of the Participant's Accrued Benefit may be paid in accordance
with such Qualified Domestic Relations Order at any time after the Participant
is eligible to retire and begin receiving a Pension under any provision of
Article V.

          7.2   Other Survivorship Benefits.

          (a)   Upon the death of a Participant who is credited with at least
one Hour of Service on or after January 1, 1976, who is eligible for a Pension
under the applicable provision of Article V, and who dies prior to his Benefit
Commencement Date, a fifty percent (50%) Qualified Pre-retirement Survivor
Pension (as defined below) shall be payable to his Eligible Spouse (as defined
in paragraph (d) below).

          (b)   The date upon which the payment of the fifty percent (50%)
Qualified Pre-retirement Survivor Pension commences, and the amount of monthly
payments to the Eligible Spouse, shall be determined as if the Participant had
terminated his employment on the date of his death, survived to the earliest
date upon which he would have been eligible to begin receiving a Pension under
any of the provisions of Article V, retired with a fifty percent (50%) Qualified
Joint and Survivor Pension on such date, and died on the following day. Payments
to the Eligible Spouse shall continue until the first day of the month in which
the death of the Eligible Spouse occurs.

          (c)   Except as provided in this Section 7.2, no death or survivor
benefits shall be payable on behalf of a Participant who dies prior to his
Benefit Commencement Date.

          (d)   For purposes of this Section 7.2, a Participant's Eligible
Spouse shall be the person to whom he has been continuously married for one year
on the date of his death. To the extent provided in any Qualified Domestic
Relations Order, and subject to the provisions of Section 8.7(b), a former
spouse of the Participant shall be treated as the Participant's Eligible Spouse,
provided that the Participant and his former spouse were married for at least
one year.

                                      -26-

<PAGE>

          7.3   Optional Forms of Benefits.

          (a)   In lieu of a Normal Retirement Pension under Section 5.1, an
Early Retirement Pension under Section 5.2, or a Disability Retirement Pension
under Section 5.3, a Participant may elect in writing, in accordance with the
provisions of Section 7.4, to receive a Pension payable under one of the options
described below:

          (i)   Contingent Annuitant Option. A married Participant may elect to
                receive a reduced Pension payable during his lifetime, with the
                provision that if his contingent annuitant survives him, payment
                of the Pension in an amount equal to either one hundred percent
                (100%) or fifty percent (50%) of the Participant's reduced
                Pension (as elected by the Participant) shall continue to the
                contingent annuitant after his death, with the last payment to
                be made as of the first day of the month in which the death of
                the contingent annuitant occurs. A Participant who is unmarried
                as of the end of the election period referenced in Section 7.4,
                shall not be entitled to elect the optional form of benefit
                described under this Section 7.3(a)(i).

          (ii)  Single-Life Option. A Participant may elect to receive a
                single-life Pension under which the last payment shall be made
                as of the first day of the month in which the death of the
                Participant occurs.

          (b)   An option shall be elected in writing on a form approved by the
Committee and shall be filed with the Committee during the period described in
Section 7.4. The amount of the Pension payable under an option shall be
determined by multiplying the Participant's Pension under the applicable
provision of Article V by the applicable option factor set forth in Exhibit A.

          (c)   Anything else contained herein as to the contrary
notwithstanding,

          (i)   A Participant's Pension shall be distributed in full beginning
                with his Benefit Commencement Date, over the life of the
                Participant (or the lives of the Participant and his
                Beneficiary), or over a period not exceeding the life expectancy
                of the Participant (or the life expectancies of the Participant
                and his Beneficiary) in accordance with Section 401(a)(9)(A) of
                the Code and Treasury Regulations promulgated thereunder.

          (ii)  The Pension of a Participant who dies before his entire Pension
                has been distributed shall, if distribution of such
                Participant's Pension has begun in accordance with subparagraph
                (a)(i), be distributed in full at least as rapidly as under the
                method of distribution in effect at the date of his death, or,
                if distribution has not so begun, be distributed in full either
                by the end of the year that includes the fifth anniversary of
                the date of death or, commencing not later than the last day of
                the year that includes the first anniversary of the date of
                death (except as otherwise provided in Section 401(a)(9)(B)(iv)
                of the Code in the case of a surviving spouse) over the life of
                his Beneficiary (or a period not exceeding the life expectancy
                of his Beneficiary), all in accordance with Section

                                      -27-

<PAGE>

                401(a)(9)(B) of the Code and Treasury Regulations promulgated
                thereunder.

          (iii) The provisions of Sections 7.1, 7.2 and 7.3 are intended comply
                with the requirements of Section 401(a)(9) of the Code,
                including specifically the minimum distribution incidental
                benefit rule of Section 401(a)(9)(G), the proposed Treasury
                Regulations issued thereunder, and any final Treasury
                Regulations, shall be construed accordingly. Said Code and
                Treasury Regulation provisions are hereby incorporated herein by
                this reference, and which shall control over form of
                distribution provided in this Plan that is inconsistent
                therewith. To the extent that said Treasury Regulations provide
                for any elections or alternative methods of compliance not
                specifically addressed in Sections 7.1, 7.2 and 7.3, the
                Committee shall have the authority to make or revoke such
                election or utilize such alternative method of compliance.

          7.4   Election Procedures.

          (a)   The Committee shall provide each Participant with a written
explanation, in non-technical language, of the Qualified Joint and Survivor
Pension available under Section 7.1, and the optional forms of benefits
available under Section 7.3. Such explanation shall include a general statement
of the terms and conditions of such benefits, the circumstances under which the
Qualified Joint and Survivor Pension shall automatically be provided, the
Participant's right to make, and the effect of, an election to waive the
Qualified Joint and Survivor Pension and the rights of the Participant's spouse
under paragraph (f) below, and shall inform the Participant that he has the
right to receive a written explanation of the effect of any such election on his
particular benefit, expressed in terms of dollars per monthly payment. Such
written explanation shall also comply with any regulations promulgated under
Section 417(a)(3)(A) of the Code, and any such regulations shall be deemed
incorporated herein by reference.

          (b)   The written explanation referred to in paragraph (a) shall be
provided to the Participant within a reasonable time, but not less than thirty
(30) days and no more than ninety (90) days, prior to the Participant's Benefit
Commencement Date. Notwithstanding the foregoing, effective May 1, 1998, the
Participant may (with his spouse's consent, if applicable) waive the thirty (30)
day period described in the preceding sentence in writing, provided that payment
of his benefit shall in no event begin less than seven (7) days after such
explanation is furnished. If it is necessary to furnish the written explanation
after payment of a Participant's benefit has commenced, the Participant shall be
given an election period consisting of thirty (30) days following the date on
which the explanation is furnished and any change necessary in his form of
benefit shall be made on a prospective basis.

          (c)   A Participant may elect to not have his benefit paid in the form
of a Qualified Joint and Survivor Pension, or may (if eligible) elect an
optional form of benefit. Any such election shall be made in writing and shall
clearly indicate that the Participant is electing to waive his right to receive
his benefit in the form of a Qualified Joint and Survivor Pension and shall be
delivered to the Committee during the election period described in paragraph
(d). The Participant shall be entitled to make or change any such election at
any time during the election period.

                                      -28-

<PAGE>

          (d)   Any election and any revocation of any election made under this
Section 7.4 may be made at any time or times during the ninety (90) day period
ending on the Participant's Benefit Commencement Date.

          (e)   An election made pursuant to this Article VII or a revocation or
cancellation of an election, or the exercise or revocation of a waiver hereunder
before the Participant's Benefit Commencement Date, shall be made without
prejudice to the right of the Participant to make a new election. An election,
revocation or cancellation of an election, or the exercise or revocation of a
waiver, shall be made in writing on a form prescribed by the Committee shall
comply with the requirements of paragraph (f), below, and shall be effective if
submitted to the Committee prior to the Participant's Benefit Commencement Date.

          (f)   Anything to the contrary notwithstanding, any election made
under this Section 7.4 shall be in accordance with rules established by the
Committee. In the case of a Participant whose Benefit Commencement Date occurs
after December 31, 1984, an election to receive any benefit other than a
Qualified Joint and Survivor Pension shall be valid only if (i) such
Participant's waiver of his right to receive a Qualified Joint and Survivor
Pension pursuant to paragraph (d) is consented to, in writing, by the person who
is the Participant's Spouse on the Benefit Commencement Date, and the Spouse's
signature is witnessed either by a member of the Committee or other Plan
representative designated by the Committee or by a notary public, or (ii) the
Participant establishes, to the satisfaction of the Committee, that he is not
married on the Benefit Commencement Date or that, if he is married, his Spouse's
consent cannot be obtained because his Spouse cannot be located, because he and
his Spouse are legally separated, because he has been abandoned by his Spouse
(and has a court order to such effect), or because of such other circumstances
as may be specified in regulations promulgated under Section 417(a)(2)(B) of the
Code. All elections made pursuant to this paragraph (f) may be revoked in
writing by the Participant at any time prior to his Benefit Commencement Date,
but any new election of an optional form of benefit shall require a new consent
from the Participant's Spouse unless the original consent specifically
authorized the Participant to elect different forms of benefit without the
Spouse's further consent. A Spouse's consent to an election shall be
irrevocable. The Committee shall provide to each Participant, within the period
of time set forth in paragraph (b), the written explanation of the information
described in paragraph (a).

          (g)   Anything else to the contrary notwithstanding, any Participant
(i) who was credited with at least one Hour of Service on or after September 2,
1974, (ii) who would not, but for this paragraph (g), have the right to receive
a fifty percent (50%) Qualified Joint and Survivor Annuity, (iii) who is alive
on August 23, 1984 and (iv) whose Benefit Commencement Date is on or after
August 23, 1984, shall have the right to elect to receive a fifty percent (50%)
Qualified Joint and Survivor Annuity. The Committee shall send written notice of
the provisions of this paragraph (g) to each Participant to whom it applies, and
shall also send written notice of the provisions of Section 7.2 to each
Participant whose employment was terminated prior to August 23, 1984, and to
whom Section 7.2 applies.

          7.5   Small Pensions.

          (a)   Notwithstanding anything herein to the contrary, if the present
value of a Pension payable under the Plan is Five Thousand Dollars ($5,000) or
less (as determined in accordance with Section 7.5(a)(i), payment of such
Pension shall be made in a lump sum. In the case of a Participant who does not
have a vested Accrued Benefit, the Participant shall be

                                      -29-

<PAGE>

deemed to have received a lump-sum payment of his Pension in the amount of zero
dollars ($0) at the time set forth in this Section. Payment of a lump sum
pursuant to this Section 7.5(a) shall be made as soon as practicable following
the date on which a Participant has incurred a termination of employment or, in
the case of a payment to a Beneficiary, the Participant's death.

          (i)   For purposes of this Section 7.5(a), the determination of
                whether the present value of a Participant's Pension exceeds
                $5,000 upon his termination of employment shall be made without
                regard to whether the present value of the Participant's Pension
                exceeded $5,000 at a time prior to the Participant's termination
                of employment, (with respect to distributions commencing on or
                after May 1, 2001).

          (ii)  If the present value of a Participant's Pension exceeds $1,000
                but is less than $5,000, upon the Participant's termination of
                employment (determined in accordance with Section 7.5(a)(i)),
                and the Participant fails to affirmatively elect to have his
                entire Accrued Benefit distributed, the Committee shall transfer
                the Participant's benefit entitlement to an individual
                retirement account or a trustee or issuer designated by the
                Committee, in its sole discretion, and shall notify the
                Participant, in writing, that the Participant's distribution may
                be transferred, without cost or penalty to the Participant, to
                another individual retirement account selected by the
                Participant.This Section 7.5(a)(ii) shall become effective as of
                the first date prescribed by the IRS and Department of Labor.

          (b)   Effective January 1, 1997, if the present value of a Pension
payable under the Plan, as determined under paragraph (a), is more than Five
Thousand Dollars ($5,000) but not more than Six Thousand Dollars ($6,000), the
Participant or Beneficiary may elect to receive payment of such Pension in a
lump sum. In the case of a Pension payable to a Participant, such election shall
be considered a selection of an optional form of benefit, and the notice,
election and spousal consent provisions of Section 7.4 shall apply.

          (c)   Effective for Plan Years beginning on or after January 1, 1997,
the present value of a single (lump sum) Pension under this Section 7.5, shall
be determined using the 1983 Group Annuity Mortality Table (Unisex) or such
other mortality table as may be specified under Section 417(e)(3)(A) of the Code
(which effective January 1, 2002, the 1994 Group Annuity Reserving (94GAR)
Table) and an interest rate equal to the annual interest rate on 30-year
Treasury securities as announced by the Board of Governors of the Federal
Reserve System for the second month prior to the first day of the Plan Year in
which the distribution occurs. For Plan Years beginning prior to January 1,
1997, the present value of a single (lump sum) Pension is determined using the
aforementioned mortality table and an interest rate equal to five percent (5%).

          (d)   Any Participant or Alternate Payee (but only with respect to an
Alternate Payee who is the spouse or former spouse of a Participant) who is
entitled to receive an "eligible rollover distribution," as hereinafter defined,
shall have the right to direct the transfer of all or a portion of such
distribution directly to an individual retirement account or annuity qualified
under Section 408 of the Code (other than an endowment contract) (an "IRA"), or
to a defined contribution pension or profit-sharing trust qualified under
Section 401(a), annuity plan qualified under Section 403(a) of the Code, annuity
plan qualified under Section 403(b) of the Code, a

                                      -30-

<PAGE>

governmental plan qualified under Section 457 of the Code or other "eligible
retirement plan" as defined in Section 401(a)(31) of the Code, which will accept
such a transfer, provided that the amount so transferred must either be the
entire amount of such distribution or must be at least $200. The surviving
spouse of a Participant shall similarly be entitled to direct the transfer of
all or a portion of any distribution to which this Section 7.5 applies, but with
respect to Plan Years beginning prior to January 1, 2002, only to an IRA. The
Committee shall furnish each Participant, Alternate Payee or surviving spouse to
whom this Section 7.5 applies with a notice describing his right to a direct
transfer and the tax consequences of a distribution. For purposes of this
Section 9.5, an "eligible rollover distribution" means any distribution that is
at least $200.00, other than (i) a distribution that is part of a series of
substantially equal installment payments, paid not less frequently than
annually, over the life or life expectancy of the Participant, the joint lives
or joint life expectancies of the Participant and his beneficiary, (ii) a fixed
period of 10 years or more, but only to the extent such distribution exceeds the
minimum amount required to be distributed under the Plan, or (iii) hardship
distributions under a 401(k) arrangement. The Committee may adopt administrative
procedures to implement direct transfers, which may vary the time periods and
minimum amounts set forth above, to the extent consistent with final Treasury
Regulations issued under Section 401(a)(31) of the Code .

          7.6   Designation of Beneficiaries. A Participant who elects a form of
benefit that provides for continued payments after his death shall designate a
Beneficiary to receive such payments, and may change such designation prior to
the Benefit Commencement Date in accordance with Section 7.4 (subject to the
right of the Participant's Spouse to consent to any change in accordance with
Section 7.4(f) if the Spouse's original consent did not specifically authorize
the Participant to change Beneficiaries). In the case of a Qualified Joint and
Survivor or Contingent Annuitant Pension, the Beneficiary designation shall
become irrevocable on the Benefit Commencement Date (even if the Beneficiary is
the Participant's spouse and they later divorce), and no further benefits shall
be payable after the death of the Participant and Beneficiary. No designation of
a Beneficiary or change thereof shall be effective until it has been received by
the Committee. The Committee shall be entitled to rely upon the last designation
filed by the Participant prior to his death.

          7.7   Benefit Commencement Date.

          (a)   The Benefit Commencement Date for each Participant shall be as
set forth in the applicable provision of Article V, subject to the provisions of
paragraphs (b) and (c) below.

          (b)   Except as provided in Section 7.5 above and paragraph (c) below,
unless the Participant consents to a later commencement date, the Benefit
Commencement Date shall be not later than the sixtieth (60th) day after the
close of the Plan Year in which the latest of the following events occurs:

                (i)  The Participant's sixty-fifth (65th) birthday; or

                (ii) The termination of the Participant's employment with the
                     Employer.

          (c)   Effective May 1, 1997, anything else contained herein to the
contrary notwithstanding, in no event shall distribution of a Participant's
Pension begin later than April 1 of the calendar year following the later of the
calendar year in which the Participant attains the

                                      -31-

<PAGE>

age of 70 1/2 or retires, or, in the case of a Participant who is a five percent
owner (as described in paragraph (a)(i) of the definition of Highly Compensated
Employee), April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2. If commencement of a Participant's Normal
Retirement Pension is deferred until after April 1 of the calendar year
following the calendar year in which the Participant attains age 70 1/2, the
amount of such Participant's Normal Retirement Benefit shall not be less than
the Actuarial Equivalent of his Accrued Benefit as of such date, plus the
Actuarial Equivalent of any additional accrued benefit after such date, reduced
by the Actuarial Equivalent of any benefit payments made after such date.

          7.8   Employment After Normal Retirement Age.

          (a)   A Participant shall not receive a Pension for any calendar
month, including the calendar month in which, or any calendar month following
which, he satisfies the requirements for a Normal Retirement Pension under
Section 5.1, if during any such calendar month he completes at least forty (40)
Hours of Service.

          (b)   Subject to Section 7.7(c), if a Participant who continues to be
employed or is re-employed by the Employer after he satisfies the requirements
for a Normal Retirement Pension completes less than forty (40) Hours of Service
during any calendar month, such Participant shall be considered retired and
shall receive his Pension under the Plan. Any employment by the Participant
during any calendar month in which he receives Compensation for less than forty
(40) Hours of Service shall not be considered as part of his period of Credited
Service.

          (c)   Upon the death of a Participant who continues his employment
beyond the attainment of his Normal Retirement Age and who is not considered
retired in accordance with the provisions of this Section 7.8, the provisions of
Sections 7.2 or 7.3 (as applicable) shall be operative, and the Pension payable
thereunder shall commence as of the first day of the month coincident with or
immediately following the Participant's death in the amount which would have
been payable had the Participant retired on the day immediately preceding his
death.

          (d)   The Committee shall provide each Participant who either
continues to be employed, or is re-employed, after attaining his Normal
Retirement Age with a written notice, which shall satisfy the requirements of
Department of Labor Regulations Section 2530.203-3, that his continued
employment will result in the suspension of his Pension pursuant to this Section
7.8.

                                      -32-

<PAGE>

                                  ARTICLE VIII
                                  ------------

                   APPLICATION FOR BENEFITS, CLAIMS PROCEDURE
                   ------------------------------------------
                             AND GENERAL PROVISIONS
                             ----------------------

          8.1   Advance Written Applications Required. An application for the
commencement of a Pension must be made in writing on a form and in a manner
prescribed by the Committee, and must be submitted to the Committee in care of
the Personnel Department of the Employer by a Participant or Beneficiary, or
authorized representative acting on his behalf (the "claimant"). A claimant's
benefits shall, subject to the applicable provision of Article V and the
provisions of Section 7.7, commence:

          (a)   Except as provided in paragraph (b) below, on the first day of
the month which follows his eligibility for a Pension and which is at least one
month after the date on which he filed his application.

          (b)   If the day determined in paragraph (a) above is more than two
(2) months after the close of the Plan Year in which he attained his Normal
Retirement Age and more than two (2) months after the close of the Plan Year in
which he was last employed by the Employer, the Company or any Related Company,
his benefits shall commence on the first day of the third month after the close
of such Plan Year.

          Anything to the contrary notwithstanding, when the Employer terminates
the employment of a Participant, the application requirement shall be waived
when the effective date of such termination is less than sixty (60) days prior
to the effective date of Retirement.

          8.2   Information Required. The claimant shall furnish the Committee
with any information or proof requested by it and reasonably required to
administer the Plan. The Committee shall be the sole judge of the standard of
proof required in any case. No application shall be considered complete until
such information or proof requested by the Committee is submitted.

          8.3   Denial of Benefits. In the event that any application for
benefits is denied, in whole or in part, the Committee shall notify the claimant
in writing of such denial and of his right to a review by the Committee and
shall set forth, in a manner calculated to be understood by the claimant, the
specific reasons for such denial, specific references to pertinent Plan
provisions on which the denial is based, a description of any additional
material or information necessary for the claimant to perfect his application,
an explanation of why such information is necessary and an explanation of the
Plan's review procedure and the method of appeal as set forth in Section 8.4.
Such notice shall be furnished not more than ninety (90) days after the claim is
filed, unless special circumstances require an extension of such period for not
more than an additional ninety (90) days and the applicant is notified of such
extension by the end of the original 90 day period.

          8.4   Review Procedure. A claimant who has received notice that his
application has been denied may, within sixty (60) days of receipt of such
notice, secure review by written request addressed to the Committee in care of
the Personnel Department of the Employer. In connection with such an appeal for
a review, the claimant shall have the right to information available to the
Committee which may be relevant to his appeal and may submit arguments or
comments in writing. The Committee shall render a decision as soon as possible

                                      -33-

<PAGE>

and within sixty (60) days after the request for a review unless special
circumstances, such as the need to hold a hearing, require an extension of up to
an additional sixty (60) days; provided, however, that if the Committee (or a
subcommittee designated to resolve such appeals) holds regularly scheduled
meetings at least quarterly, the decision shall be made not later than the next
meeting of the Committee or subcommittee held at least 30 days after the appeal
is received or, if special circumstances require, the next meeting following
such meeting. The decision shall be by the full Committee, or by a subcommittee
for the full Committee or any fiduciary named for that purpose by a standing
resolution of the Committee delegating such review authority, and shall be
submitted to the claimant in writing and shall include the specific reason or
reasons for the decision and the specific references to the provisions of the
Plan on which the decision is based, and such decision shall be final and
binding on the claimant.

          8.5   Responsibility for Correctness of Address. Neither the Committee
nor the Employer shall be required to determine, or to make an investigation to
determine, the identity or mailing address of any Participant, and the Committee
shall have discharged its obligation when it shall have sent checks and other
papers by registered or certified mail to such Participant at such address as
may be designated to it by such Participant or, if he makes no such designation,
at his last address on the records of the Employer.

          8.6   Payments for Incompetents. In the case of incompetency, either
mental or physical, of any Participant or Beneficiary, payments shall be made to
the court-appointed guardian of such person who has satisfied the Committee that
he or it is caring for said Participant or Beneficiary, and any such payments
shall be a complete discharge of the liabilities under the Plan.

          8.7   Non-Alienation of Benefits.

          (a)   Except with respect to Federal income taxes, effective January
1, 1998, certain judgements or settlements in accordance with Section
401(a)(13)(C), or payments pursuant to a Qualified Domestic Relations Order in
accordance with paragraph (b), no benefit payable at any time under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, attachment, charge, garnishment, levy or encumbrance of any
kind, voluntary or involuntary, and any attempt to encumber such benefit in any
way whatsoever shall be void. No benefit shall be subject in any manner to the
debts or liabilities of any person to whom the benefit is or shall be payable.

          (b)   Upon receiving any order, judgment or decree which may be a
Qualified Domestic Relations Order, the Committee shall promptly notify the
Participant involved and any Alternate Payee (as defined in Section 2.31) of the
receipt of the order and of the Plan's procedure for determining whether the
order is a Qualified Domestic Relations Order, and shall proceed to determine
whether the order is a Qualified Domestic Relations Order. During the period
during which it is being determined whether such order is a Qualified Domestic
Relations Order, any payments which would, under such order, be payable to an
Alternate Payee, shall be placed in a separate account in the Trust. If, within
eighteen (18) months after the day on which payments pursuant to such order
would be required to begin, the Committee determines that such order is a
Qualified Domestic Relations Order, the amount of such separate account, with
any earnings thereon, shall be paid to the Alternate Payee as provided in such
order. If the status of such order has not been established within such eighteen
(18) month period, or if it is determined that the order is not a Qualified
Domestic Relations Order, the amount of such separate account

                                      -34-

<PAGE>

shall be paid to the Participant, or, if it would not otherwise have been
payable currently, shall be restored to the Participant's Accrued Benefit. Any
determination made after the end of such eighteen (18) month period shall be
applied prospectively only.



                                      -35-

<PAGE>

                                   ARTICLE IX
                                   ----------

                 ADMINISTRATIVE COMMITTEE AND PLAN ADMINISTRATOR
                 -----------------------------------------------

          9.1   Appointment of Committee.

          (a)   The Board may appoint an Administrative Committee consisting
such number of persons as designated by the Board (which shall not be less than
1) who shall serve at the pleasure of the Board. The Committee shall appoint one
of its members to act as its Chairman and one of its members to act as its
Secretary and who shall keep minutes of the Committee's proceedings. The
Committee may act by a majority of its appointed members, and such action may be
taken from time to time by a vote at a meeting or in writing without a meeting.
The Committee may authorize any one of its members or its Secretary to execute
any document on its behalf.

          (b)   In the event that the Board fails to appoint an Administrative
Committee pursuant to Section 9.1(a) or in the event that the Board has
terminated such appointment, and has failed to appoint a successor
Administrative Committee, then until such time, if ever, as the Board appoints
such an Administrative Committee, the Plan Administrator shall have the same
powers and duties under the Plan as the Committee, and all references in this
Plan to the Committee shall be deemed to refer to the Plan Administrator. In
such event, the powers of the Committee may be exercised by the President of the
Employer or such person as he may designate or, in the absence of such
designation, by the officers and management employees of the Employer generally
responsible for matters involving personnel and employee benefits.

          9.2   Committee Actions. The Committee may adopt such by-laws, rules
and regulations as it deems necessary, desirable or appropriate for the conduct
of its affairs. All rules and decisions of the Committee shall be uniformly and
consistently applied to all Participants and Beneficiaries in similar
circumstances. When making a determination, the Committee shall be entitled to
rely upon information furnished by a Participant or Beneficiary, the Employer,
the legal counsel of the Employer or the Trustee, and shall have no duty or
responsibility to verify such information.

          9.3   Resignation or Removal of Committee Member. (a) Any member of
the Committee may resign from office at any time by notifying the Employer and
the other members of the Committee in writing, at least ten (10) days in
advance, of such resignation; provided, however, that such notice may, at the
option of the parties, be waived.

          (b)   Any member of the Committee may be removed from office by the
Employer at any time, with or without cause. Such removal shall be effectuated
by the tendering to such member and the other members of the Committee of a
written notice of removal, to take effect on the date specified therein;
provided, however, that such notice may, at the option of the parties, be
waived.

          (c)   Upon such resignation or removal of a member of the Committee,
or upon his death, the Board shall promptly appoint a successor member of the
Committee, and shall give prompt written notice thereof to the other members of
the Committee. In the event of the failure of the Board to appoint such
successor by the effective date of such resignation or removal, or within ten
(10) days after such death, the remaining members of the Committee may appoint
such successor.

                                      -36-

<PAGE>

          (d)   Each successor member of the Committee shall have all the
powers, duties, responsibilities and obligations conferred by the Plan as if
originally named to the Committee. No successor member of the Committee shall be
personally liable for any act or failure to act of his predecessor or shall have
any duty to review the actions of his predecessor.

          9.4   Powers and Duties of Committee. The Committee shall be the named
fiduciary of the Plan under ERISA and, in such capacity, shall have the
responsibility for, and the authority to manage the operation and administration
of, the Plan. The Committee shall have all powers and duties which are
reasonably necessary to carry out its responsibilities under the Plan, including
but not limited to the power to:

          (a)   employ investment managers and advisors, accountants, legal
counsel, consultants and actuaries and any other person or organization it feels
necessary or proper to assist it in the performance of its duties under the
Plan, and all reasonable expenses therefor shall be paid as provided in Section
10.6;

          (b)   administer and construe the Plan, and correct any defects or
supply any omission or reconcile any inconsistency in such manner and to such
extent as it shall deem expedient to carry out the purpose of the Plan;
provided, however, that a member of the Committee shall not individually act on
any matter relating to himself;

          (c)   communicate its decisions and directions to the Trustee, a
Participant, the Employer or to any other person or organization who is to
receive such decision or direction, which may be relied upon by its recipient as
being the binding decision of the Committee;

          (d)   allocate or delegate, among the members of the Committee or to
any other person, any fiduciary responsibility (other than trustee
responsibilities) with respect to the Plan;

          (e)   determine the amount of and eligibility for benefits under the
Plan; provided, however, that all such determinations shall be made on a uniform
and non-discriminatory basis; and

          (f)   establish rules, regulations and procedures for the
administration of the Plan. To the extent consistent with applicable provisions
of ERISA and the Code, such rules, regulations and procedures may alter any
provision of the Plan that is administrative or procedural in nature (including
any provision that specifies the time for performing any act), and any such
rule, regulation or procedure shall be deemed incorporated into the Plan without
the necessity of an amendment.

          All determinations and interpretations of the Plan by the Committee,
and all rules, regulations, and procedures adopted by the Committee, which are
consistent with the fiduciary requirements of ERISA shall be final and binding
on all Participants, Beneficiaries and other persons claiming any interest in
the Plan.

          9.5   Discharge of Fiduciary Responsibilities. Each member of the
Committee, and any other fiduciary under the Plan, shall discharge his duties
and responsibilities with respect to the Plan:

                                      -37-

<PAGE>

          (a)   solely in the interest of the Participants and Beneficiaries,
for the exclusive purpose of providing benefits to the Participants and
Beneficiaries and defraying reasonable expenses of administering the Plan;

          (b)   with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims;

          (c)   by diversifying the investments of the Plan so as to minimize
the risk of large losses, unless under the circumstances it is prudent not to do
so; and

          (d)   in accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with the
applicable provisions of ERISA.

          9.6   Records Required. To put into effect the purposes of the Plan,
the Committee shall cause to be maintained by the Employer a record of the
Compensation applicable to each Participant, the Beneficiaries designated by
each Participant, the Participant's years of Credited Service, and such other
records as may be required for the efficient administration of the Plan.

          9.7   Indemnification. The Employer shall indemnify and save harmless
the Committee, each member of the Committee, and any officer or employee of the
Employer exercising any of the powers of the Plan Administrator from and against
any and all loss resulting from any liability to which such person may be
subjected by reason of any act or conduct (except willful misconduct or gross
negligence) in their official capacities in the administration of the Plan,
including all expenses reasonably incurred in their defense if the Employer
fails to provide such defense.

          9.8   Liability of Committee. The Employer shall reimburse the
Committee for any bond or other security required by law. The Employer agrees,
to the extent permitted by law, that it shall pay any insurance premium as
directed by the Committee or (in default of a direction by the Committee) shall
reimburse any member of the Committee for any insurance policy procured by the
Committee (or a member) insuring any member of the Committee and any of its
agents with respect to any liability which may be imposed by reason of any act
or failure to act in carrying out the fiduciary obligations imposed upon any of
them.

          9.9   Plan Administrator.

          (a)   The Employer, or such person as the Company shall designate
pursuant to paragraph (b), shall serve as the Administrator of the Plan. The
Administrator shall be the "plan administrator" as defined in Section 414(g) of
the Code, and the "administrator" as defined in Section 3(16)(A) of ERISA. The
Administrator shall have the duty to file such plan descriptions and annual
reports as may be required by ERISA or similar legislation and shall be
designated to accept service of legal process and any other notices for the
Plan.

          (b)   The Company shall have the authority to appoint another
corporation or one or more persons to serve as the Administrator hereunder, in
which event such corporation or person (or persons) shall exercise all of the
powers, duties, responsibilities and obligations of the Administrator hereunder.

                                      -38-

<PAGE>

                                    ARTICLE X
                                    ---------

                            CONTRIBUTIONS AND FUNDING
                            -------------------------

          10.1  General. (a)  The Trustee shall hold, invest and distribute the
assets of the Trust Fund and shall serve at the pleasure of the Board. All
contributions made by the Employer under the Plan shall be paid to the Trustee.

          (b)   All Employer contributions made under the Plan are expressly
conditional upon the qualification of the Plan under Section 401(a) of the Code
and upon the deductibility of the contribution under Section 404 of the Code in
the Plan Year for which such contribution is made and any amount which
subsequently determined to be non-deductible in such Plan Year, or which is
otherwise based on a good faith mistake of fact, shall be returned to the
Employer in accordance with Section 13.1.

          10.2  Amount of Contributions. The Employer shall make contributions
to the Trust Fund in such amounts and at such times as shall be determined by
the Board in accordance with a funding method and policy to be established by
the Employer which shall be consistent with the Plan's objectives and in full
compliance with the minimum funding requirements imposed under Title I of ERISA.

          10.3  Payment of Contributions. The Employer's contribution shall be
paid to the Trustee in cash.

          10.4  Time for Payment. Except to the extent that quarterly or more
frequent contributions are required by Section 412 of the Code, all
contributions made by the Employer shall be delivered to the Trustee not later
than the earlier of (a) the date prescribed by law (including any extensions
thereof) for the filing of the Employer's federal income tax return for the Plan
Year for which such contribution is made or (b) two and one-half (2-1/2) months
after the end of the Plan Year, plus any extensions granted by the Internal
Revenue Service under Section 412(c)(10) of the Code.

          10.5  Forfeitures. Amounts which are forfeited by a Participant
because of termination of employment before becoming eligible for a Pension
shall be used to reduce the Employer's contribution to the Trust Fund as
provided in Section 10.1, and shall not be applied to increase the benefits
otherwise payable under the Plan to the remaining Participants.

          10.6  Payment of Benefits and Expenses. The Trust Fund shall be used
to pay benefits as and to the extent provided in the Plan. The Employer shall
not have any obligation to make or continue from its own funds any Pension or
other payment provided for in the Plan. Unless the Employer pays the expenses of
the Plan directly, they shall be paid from the Trust Fund.

          10.7  Participant Contributions. Participants are not required or
permitted to make any contributions under the Plan.

                                      -39-

<PAGE>

                                   ARTICLE XI
                                   ----------

                                 EMPLOYEE RIGHTS
                                 ---------------

          11.1  Benefits of Participants and Beneficiaries. Every Participant
and Beneficiary receiving benefits under the Plan shall be entitled to receive,
on a regular basis, a written account of his personal benefit status and of the
relevant terms of the Plan which provides these benefits.

          11.2  Protection from Reprisal. No Participant or Beneficiary may be
discharged, fined, suspended, expelled, disciplined, or otherwise discriminated
against for exercising any right to which he is entitled or for cooperating with
any inquiry or investigation under the provisions of the Plan or any governing
law or regulations, including ERISA. No person shall, directly or indirectly,
through the use or threatened use of fraud, force or violence, restrain, coerce
or intimidate any Participant or Beneficiary for the purpose of interfering with
or preventing the exercise of or enforcement of any right, remedy or claim to
which he is entitled under the terms of the Plan or any governing law or
regulations, including ERISA.

          11.3  Non-Guarantee of Employment. Participation in the Plan shall not
grant any Participant the right to be retained in the service of the Employer
nor form a part of any employment agreement nor grant any other rights or
interest in the Plan assets other than those specifically set forth herein, nor
shall it be construed as giving any Participant any equity or other interest in
the assets, business or affairs of the Employer.

          11.4  Nonforfeitability of Benefits. Subject only to the specific
provisions of the Plan, nothing shall be deemed to divest a Participant during
his lifetime of his right to the nonforfeitable benefit to which he becomes
entitled in accordance with the provisions of the Plan.

          11.5  No Decrease in Benefits. In the case of a Participant or
Beneficiary who is receiving benefits under the Plan, or a Participant who is
separated from service and who has nonforfeitable rights to benefits, such
benefits shall not be decreased by reason of any increase in the benefit levels
payable under Title II of the Social Security Act or any increase in the wage
base under such Title II, if such increase takes place after the earlier of the
date of first receipt of such benefits or the date of such separation.

                                      -40-

<PAGE>

                                  ARTICLE XII
                                  -----------

                            AMENDMENT AND TERMINATION
                            -------------------------

          12.1  Permanency. Although it is the expectation of the Employer that
the Plan and the payment of contributions hereunder shall be continued
indefinitely, the continuance of the Plan is not assumed as a contractual
obligation of the Employer. The Plan may be amended or terminated only as
provided in this Article XII.

          12.2  Amendments.

          (a)   The Employer reserves the right to amend the Plan from time to
time by action of the Board or any person to whom the Board may delegate such
right, and to modify or cancel any such amendments. Any amendments shall be as
set forth in an instrument in writing executed by the Employer.

          (b)   No amendment to this Plan shall:

          (1)   Cause any of the assets of the Trust Fund to be used for or
     diverted to purposes other than for the exclusive benefit of Participants
     and their Beneficiaries, except as provided in Article XIII;

          (2)   Except as permitted by Section 411(d)(6) of the Code or Treasury
     Regulations issued thereunder, have any retroactive effect so as to deprive
     any Participant or Beneficiary of any benefit already accrued or eliminate
     or reduce any early retirement benefit or retirement-type subsidy or
     eliminate any optional form of benefit with respect to a Participant's
     Accrued Benefit;

          (3)   Create or effect any discrimination in favor of Participants who
     are highly compensated or who are officers of the Employer; or

          (4)   Affect the rights, responsibilities or duties of the Trustee
     without first obtaining the Trustee's written consent thereto.

          12.3  Permanent Discontinuance of Contributions. The permanent
discontinuance of contributions by the Employer shall not be deemed to be a
complete or partial termination of the Plan or operate to accelerate any
payments or distributions to or for the benefit of the Participants. The Trustee
shall continue to administer the Trust in accordance with the provisions
thereof.

          12.4  Termination. In accordance with the procedures set forth in this
Article XII, the Employer may terminate the Plan at any time. In the event of
the dissolution, merger, consolidation or reorganization of the Employer, the
Plan shall terminate and the Trust Fund shall be liquidated unless the Plan is
continued by a successor to the Employer, in which event provision may be made
by the successor for continuing the Plan and, in that event, the successor shall
be automatically substituted for the Employer under the Plan. In the event that
the Employer is judicially declared to be bankrupt or insolvent, the Plan shall
be terminated. Subject to the applicable requirements, if any, of ERISA
governing the termination of employee pension benefit plans (as defined in
ERISA), the Employer shall direct and require the Trustee to

                                      -41-

<PAGE>

liquidate the Trust Fund, or the applicable portion thereof, in accordance with
the provisions of this Article XII.

          12.5  Partial Termination. Upon termination of the Plan with respect
to a group of Participants which constitutes a partial termination of the Plan
the Employer shall cause the proportionate interest of the Participants affected
by such partial termination to be determined. The determination of such
proportionate interest shall be done in an equitable manner, considering the
remaining Participants as well as the Participants affected by the termination,
and on the basis of the contributions made by the Employer, the provisions of
this Article XII and other appropriate considerations. After such proportionate
interest has been determined, the Trustee shall allocate and segregate the
assets of the Trust Fund according to such proportionate interest. Neither the
Trustee nor the Committee shall have any responsibility with respect to the
determination of any such proportionate interest. The assets of the Trust Fund
so allocated and segregated shall be used by the Trustee to pay benefits to or
on behalf of Participants in accordance with the provisions of Sections 12.6 and
12.7.

          12.6  Liquidation of Trust Fund. Upon the termination of the Plan, or
upon the termination of employment by a group of Participants which constitutes
a partial termination of the Plan, the Accrued Benefit of each Participant
affected by the termination shall, as of the date of termination, become fully
vested and nonforfeitable to the extent funded, but such Participants' recourse
toward satisfaction of the right thereto shall be limited to the assets of the
Trust Fund or the portion thereof segregated in accordance with Section 12.5.
The assets of the Trust Fund, or the portion thereof segregated in accordance
with Section 12.5 above, shall be liquidated (after provision is made for the
expenses of liquidation) and shall be allocated by the Committee among the
affected Participants (and their Beneficiaries) in the following order of
priority:

          (a)   First, in the case of benefits payable as a Pension:

          (1)   In the case of a Pension which was in pay status as of the
                beginning of the three (3) year period ending on the termination
                of the Plan, to each such Pension, based on the provisions of
                the Plan (as in effect during the five (5) year period ending on
                such date) under which such Pension would be the least; or

          (2)   In the case of a Pension which would have been in pay status as
                of the beginning of such three (3) year period if the
                Participant had retired prior to the beginning of the three (3)
                year period and if his Pension had commenced (in the standard
                form of a Pension under the Plan) as of the beginning of such
                period, to each such benefit based on the provisions of the Plan
                (as in effect during the five (5) year period ending on such
                date) under which the Pension would be the least.

          (3)   For purposes of this first priority, the lowest Pension in pay
                status during the three (3) year period shall be considered the
                Pension in pay status for such period.

          (b)   Second:

                                      -42-

<PAGE>

          (1)   To all other benefits (if any) of individuals under the Plan
                guaranteed under Title IV of ERISA (determined without regard to
                the limitation in the amount of monthly benefits computed by
                multiplying Seven Hundred Fifty Dollars ($750) by a fraction,
                the numerator of which is the contribution and benefit base
                pursuant to Section 230 of the Social Security Act at the time
                the Plan terminates and the denominator of which is such
                contribution and benefit base in effect in calendar year 1974);
                and

          (2)   To the additional benefits (if any) which would be determined
                under paragraph (a) above, if the restrictions on benefits with
                respect to a Participant who owns, directly on indirectly, more
                than ten percent (10%) in value of either the voting stock of
                the Employer did not apply.

          (c)   Third, to all other nonforfeitable benefits under the Plan.

          (d)   Fourth, to all other benefits under the Plan.

          12.7  Allocation Procedures. For purposes of Section 12.6 above:

          (a)   The amount allocated under any paragraph of Section 12.6 with
respect to any benefit shall be properly adjusted for any allocation of assets
with respect to that benefit under a prior paragraph of such Section 12.6.

          (b)   If the assets available for allocation under any paragraph of
Section 12.6 (other than paragraphs (c) and (d)) are insufficient to satisfy in
full the benefits of all individuals which are described in that paragraph, the
assets shall be allocated pro rata among such individuals on the basis of the
actuarial present value (as of the termination date) of the respective benefits
described in that paragraph.

          (c)   This paragraph (c) applies if the assets available for
allocation under Section 12.6(c) are not sufficient to satisfy in full the
benefits of individuals described therein.

          (1)   If this subparagraph applies, except as provided in subparagraph
                (2) below, the assets shall be allocated to the benefits of
                individuals described in Section 12.6(c) on the basis of the
                benefits of individuals which would have been described in such
                Section 12.6(c) under the Plan as in effect at the beginning of
                the five (5) year period ending on the date of Plan termination.

          (2)   If the assets available for allocation under subparagraph (1)
                above are sufficient to satisfy in full the benefits described
                in such subparagraph (without regard to this subparagraph), then
                for purposes of subparagraph (1) the benefits of individuals
                described in such subparagraph shall be determined on the basis
                of the Plan as amended by the most recent Plan amendment
                effective during such five (5) year period under which the
                assets available for allocation are sufficient to satisfy in
                full the benefits of individuals described in subparagraph (1),
                and any assets remaining shall be allocated under subparagraph
                (1) on the basis of the Plan as amended by the next succeeding
                Plan amendment effective during such five (5) year period.

                                      -43-

<PAGE>

          (d)   If the Secretary of the Treasury (or his delegate) determines
that any allocation made pursuant to this Section 12.7 (without regard to this
paragraph) results in discrimination prohibited by Section 401(a)(4) of the
Code, then, if required to prevent the disqualification of the Plan (or the
Trust Fund) under the Code, the assets allocated under Sections 12.6(b)(2),
12.6(c) and 12.6(d) shall be reallocated to the extent necessary to avoid such
discrimination.

          (e)   If the assets allocable pursuant to this Section 12.7 shall
prove to be insufficient to provide the benefits specified for all members of a
group within a particular level of priority specified therein, then the assets
allocable to the members of that group within the particular priorities shall be
allocated among members in that group in the following order:

          (1)   First, to provide benefits for Participants who have retired and
                to provide benefits to Beneficiaries of Participants who have
                died.

          (2)   Second, to provide benefits for all Participants who have
                attained their Normal Retirement Age but have not yet retired.

          (3)   Third, to provide benefits for all Participants not included
                above who would have qualified for an Early Retirement Pension
                on the date of the termination of the Plan.

          (4)   Fourth, to provide benefits for all other Participants.

          (f)   Except as may be otherwise required by the Pension Benefit
Guaranty Corporation, Pensions payable to any Participant or Beneficiary
described in Sections 12.6(a) and 12.6(b) above shall continue to be paid or
shall become payable on the first day of the month following the allocation of
Plan assets, and all other Pensions shall be payable on the Participant's Normal
Retirement Age.

          (g)   If, after a diligent search, the Committee is unable to locate
any Participant or Beneficiary entitled to benefits under the Plan, an amount
equal to the designated benefit, as defined in Section 4050 of ERISA, shall be
transferred to the Pension Benefit Guaranty Corporation in accordance with said
Section 4050, which shall fully discharge all liability of the Plan with respect
to such Participant or Beneficiary.

                                      -44-

<PAGE>

          12.8  Distribution Procedures.

          (a)   The Plan's actuary shall calculate the allocation of assets of
the Trust Fund in accordance with the above priority categories and shall
certify his calculations to the Employer, the Trustee and the Committee.

          (b)   The provisions of Section 12.6 and 12.7 are intended to comply
with the provisions of ERISA. If there is any discrepancy between Sections 12.6
and 12.7 and the provisions of ERISA, such discrepancy shall be resolved in such
a way as to comply with ERISA.

          (c)   Anything to the contrary notwithstanding, no liquidation of
assets and payment of benefits (or provision therefor) shall actually be made by
the Trustee until after it is advised by the Employer in writing that the
applicable requirements, if any, of ERISA governing the termination of employee
pension benefit plans have been, or are being complied with, or that appropriate
authorizations, waivers, exemptions or variances have been, or are being,
obtained.

          (d)   Effective as of the date established in regulations issued under
Section 4050 of ERISA, if the Committee is unable after a diligent effort to
locate any Participant entitled to receive benefits under the Plan, the Trustee
shall transfer the applicable amount determined under Section 4050 of ERISA to
the Pension Benefit Guaranty Corporation, which shall fully discharge all
liability of the Plan with respect to such Participant.

          12.9  Residual Amounts. In no event shall the Employer receive any
amounts from the Trust Fund upon termination of the Plan other than as permitted
by Article XIII, except that, and notwithstanding any other provision of the
Plan, the Employer shall receive such amounts, if any, as may remain after the
satisfaction of all liabilities of the Plan and arising out of any variations
between actual requirements and expected actuarial requirements.

          12.10 Merger, Consolidation or Transfer of Assets or Liabilities. In
the case of a merger, consolidation or transfer of assets or liabilities to any
other qualified employee plan, each Participant in the Plan shall (if the Plan
had then terminated) receive a benefit immediately after such merger,
consolidation or transfer of assets or liabilities which is equal to or greater
than the benefit that the Participant would have been entitled to receive
immediately before the merger, consolidation or transfer of assets or
liabilities (if the Plan had then terminated).

                                      -45-

<PAGE>

                                  ARTICLE XIII
                                  ------------

                            NO REVERSION TO EMPLOYER
                            ------------------------

          13.1  Trust Fund Recovery.

          (a)   Except as otherwise expressly provided herein, no part of the
corpus or income of the Trust Fund shall revert to the Employer or be used for,
or diverted to, purposes other than for the exclusive benefit of Participants
and their Beneficiaries and payment of the expenses of the Plan and Trust.

          (b)   In the event that any portion of a contribution is made by the
Employer to the Plan because of either a good faith mistake of fact or a good
faith mistake in determining that such contribution is deductible in the Plan
Year for which such contribution is made under Section 404 of the Code, the
Trustee shall return to the Employer, upon written notice thereof, an amount
equal to the portion of such contribution which would not have been made but for
such mistake of fact, or which is determined to be non-deductible, as the case
may be, subject to the following conditions and limitations. No amount shall be
returned to the Employer pursuant to this paragraph (b) unless such amount is
returned not later than one year after the date on which the contribution was
made in the case of a contribution based on a mistake of fact was made, or the
date on which the deduction is disallowed in case of a contribution mistakenly
believed to be deductible. For purposes of the preceding sentence, a deduction
shall be considered to be disallowed on either (i) the day on which the Employer
voluntarily files an amended federal income tax return correcting the error;
(ii) the day on which the Internal Revenue Service issues a statutory notice of
deficiency, notice of final partnership or S corporation administrative
adjustment, or other determination from which no further administrative appeal
is possible, which notice is based in whole or part upon disallowance of such
deduction, provided that, if applicable, no person files a timely petition for
judicial review of such determination; or (iii) if such a petition for judicial
review is filed, the day on which a final judgment is entered dismissing such
petition or upholding the disallowance of such deduction from which judgment no
further appeal is possible, or as to which the time for filing an appeal
expires. The amount returned to the Employer shall not include any earnings
attributable to the erroneous contribution, but shall be reduced by any losses
attributable thereto.

                                      -46-

<PAGE>

                                   ARTICLE XIV
                                   -----------

                               MULTIPLE EMPLOYERS
                               ------------------

          The Trust Fund may be commingled with other pension trust funds, in
which case it shall be held and invested as a single fund except as otherwise
provided in the Plan, but at all times the portion of the Trust Fund
attributable to Participants employed by the Employer shall be ascertainable by
the Committee. The adoption of this Plan by an Employer shall not create a joint
venture or partnership relation between it and any other party thereto, nor
shall such action ever be construed as having that effect. Any rights, duties,
liabilities and obligations assumed hereunder by the Employer, or imposed upon
it under or as a result of the terms and provisions hereof, shall relate to and
only affect the Employer above.

                                      -47-

<PAGE>

                                   ARTICLE XV
                                   ----------

                                  MISCELLANEOUS
                                  -------------

          15.1  Limitation of Liability. Neither the Employer, the Company, nor
any member of the Committee, nor any Trustee acting hereunder, shall be liable
in any manner if the Trust Fund should be insufficient to provide for the
payment of benefits called for by the Plan.

          15.2  Reference to Other Documents. Wherever in the Plan reference is
made to Participants' rights under the Plan, it shall be construed as reference
to Participants' rights also under any other instrument, trust agreement or
insurance or annuity contract created or entered into to effect the purpose of
the Plan.

          15.3  Governing Law. This Plan shall be regulated, construed and
administered under the laws of the State of North Carolina to the extent that
such laws are not pre-empted by the laws of the United States of America.

          15.4  Severability. In the event that any provision of this Plan shall
be held illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining provisions of this Plan, but such remaining provisions
shall be fully severable and this Plan shall be construed and enforced as if
said illegal or invalid provision had never been inserted therein.

          15.5  Litigation. In any action or proceeding regarding the assets or
administration of the Plan, Employees, former Employees, Participants,
Beneficiaries or any other persons having or claiming to have an interest in the
Plan shall not be necessary parties and shall not be entitled to any notice or
process. Any final judgment which is not appealed or appealable and may be
entered in any such action or proceeding shall be binding and conclusive on the
parties hereto and all persons having or claiming to have any interest in this
Plan. To the extent permitted by law, if a legal action is begun against the
Company, the Employer, the Plan Administrator, the Committee, or the Trustee by
or on behalf of any person and such action results adversely to such person or
if a legal action arises because of conflicting claims to a Participant's or
other person's benefits, the costs to the Company, the Employer, the Plan
Administrator, the Committee, or the Trustee of defending the action will be
charged to the amounts, if any, which were involved in the action or were
payable to the Participant or other person concerned. To the extent permitted by
applicable law, acceptance of participation in the Plan shall constitute a
release of the Company, the Employer, the Plan Administrator, the Committee, and
the Trustee and their respective agents from any and all liability and
obligation not involving willful misconduct or gross neglect.

          15.6  Conformance with Code and ERISA. The Plan is intended to comply
in all respects with the requirements of Section 401(a) of the Code and Titles I
and IV of ERISA, and shall be so construed. References to specific provisions of
the Code or ERISA in certain provisions of the Plan shall not be construed to
limit reference to other provisions of the Code or ERISA in construing other
provisions of the Plan where such reference is consistent with the purpose of
the Plan. If any provision of the Code or ERISA is amended, any reference in the
Plan to such provision shall, if appropriate in the context and consistent with
the purpose of the Plan, be deemed to refer to any successor to such provision.

          15.7  Adequacy of Evidence. Evidence that is required of anyone under
this Plan shall be executed or presented by proper individuals or parties and
may be in the form of

                                      -48-

<PAGE>

certificates, affidavits, documents or other information which the person acting
on such evidence considers pertinent and reliable.

          15.8  Waiver of Notice. Any notice under this Plan may be waived by
the person entitled to notice.

          15.9  Successors. This Plan will be binding on the Company and
Employer, and on all persons entitled to benefits hereunder, and their
respective successor, heirs and legal representatives.

          15.10 Validity of Actions. Any action by any person purporting to act
on behalf of the Company, the Employer, or any fiduciary pursuant to this Plan
may be ratified by the person on whose behalf the action is taken, which shall
have the same effect as if such action was originally authorized. Any action by
the Company, the Employer or any fiduciary under the Plan, or by any person
acting on behalf of the Company, the Employer or any fiduciary, which fails to
comply with any procedural requirement of the Plan shall nevertheless be given
effect to the extent equitable and consistent with the purposes of the Plan.

                                      -49-

<PAGE>

                     RETIREMENT PLAN FOR SALARIED EMPLOYEES
                     --------------------------------------
                                       OF
                                       --
                         KEWAUNEE SCIENTIFIC CORPORATION
                         -------------------------------


                                    EXHIBIT A
                                    ---------

          This Exhibit A, attached to and made a part of the Plan, states that
the unisex option factors which are used under the Plan are based upon the 1983
Group Annuity Mortality Table (Unisex), as follows:

                                      -50-