<PAGE>

                                  EXHIBIT 4(b)
                        DuPont Powder Coatings USA, Inc.
                               Profit Sharing Plan

              (as amended and Restated Effective January 1, 1997)

<PAGE>

                        DuPont Powder Coatings USA, Inc.
                               Profit Sharing Plan

               As Amended and Restated, Effective January 1, 1997

Dupont Powder Coatings USA, Inc., (the "Company") (previously known as
Herberts-O'Brien prior to July 1, 1999 and as O'Brien Powder Products, Inc.
prior to January 1, 1997) hereby amends and restates the DuPont Powder Coatings
USA, Inc. Profit Sharing Plan (the "Plan"), (previously known as the
Herberts-O'Brien Profit Sharing Plan and the O'Brien Powder Products, Inc.
Profit Sharing Plan, originally effective July 5, 1996), for the exclusive
benefit of eligible employees of the Company and its participating affiliates.

Effective October 1, 1999, the Herberts Powder Coatings, Inc. 401(k) and Profit
Sharing Plan (originally effective January 1, 1994) merged into this Plan.

On or about July 31, 1996, assets from The O'Brien Corporation Profit Sharing
and Thrift Plan were transferred to this Plan representing the account balances
of participants under such plan who on July 5, 1996 are employees of the Powder
Products division of The O'Brien Corporation.

The Plan is intended to constitute a qualified profit sharing plan, as described
in Code section 401(a), which includes a qualified cash or deferred arrangement,
as described in Code section 401(k). The Compliance Contribution is intended to
comply with Code section 401(k)(12).

The Plan is intended to comply with the qualification requirements as amended by
the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA),
the Uruguay Round Agreements Act (GATT), the Small Business Job Protection Act
of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA '97), the Restructuring
and Reform Act of 1998 (RRA '98) and the Community Renewal Tax Relief Act of
2000, and is intended to comply in operation therewith. To the extent that the
Plan, as set forth below, is subsequently determined to be insufficient to
comply with such requirements and any regulations issued under these
qualification requirements, the Plan shall later be amended to so comply.

The Plan constitutes an amendment and restatement of the DuPont Powder Coatings
USA, Inc. Profit Sharing Plan effective January 1, 1997.

The DuPont Powder Coatings USA, Inc. Profit Sharing Plan, as set forth in this
document, is hereby amended and restated generally effective as of January 1,
1997.

Date: 2/25, 2002                           DuPont Powder Coating USA, Inc.


                                           By: /s/ W.S. Rising
                                               ---------------------------------
                                           Title: V.P. FINANCE

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

1    DEFINITIONS...............................................................1

     1.1    "Account"..........................................................1

     1.2    "ACP" or "Average Contribution Percentage".........................1

     1.3    "Administrator"....................................................1

     1.4    "ADP" or "Average Deferral Percentage".............................2

     1.5    "Beneficiary"......................................................2

     1.6    "Break in Service".................................................2

     1.7    "Code".............................................................2

     1.8    "Committee"........................................................2

     1.9    "Company"..........................................................2

     1.10   "Compensation".....................................................2

     1.11   "Contribution".....................................................3

     1.12   "Contribution Dollar Limit"........................................3

     1.13   "Conversion Period"................................................4

     1.14   "Direct Rollover"..................................................4

     1.15   "Disability".......................................................4

     1.16   "Distributee"......................................................4

     1.17   "Effective Date"...................................................4

     1.18   "Eligible Employee"................................................4

     1.19   "Eligible Retirement Plan".........................................4

     1.20   "Eligible Rollover Distribution"...................................5

     1.21   "Employee".........................................................5

     1.22   "Employer".........................................................5

     1.23   "ERISA"............................................................5

     1.24   "Forfeiture Account"...............................................5

     1.25   "HCE" or "Highly Compensated Employee".............................6

     1.26   "Hour of Service"..................................................6

     1.27   "Ineligible".......................................................6

     1.28   "Investment Fund"..................................................7

     1.29   "Leased Employee"..................................................7

     1.30   "Leave of Absence".................................................7

     1.31   "Loan Account".....................................................7

                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     1.32   "NHCE" or "Non-Highly Compensated Employee"........................7

     1.33   "Normal Retirement Date"...........................................7

     1.34   "Owner"............................................................7

     1.35   "Parental Leave"...................................................7

     1.36   "Participant"......................................................7

     1.37   "Pay"..............................................................8

     1.38   "Period of Employment".............................................8

     1.39   "Plan".............................................................9

     1.40   "Plan Year"........................................................9

     1.41   "QDRO".............................................................9

     1.42   "Related Company"..................................................9

     1.43   "Required Beginning Date"..........................................9

     1.44   "Settlement Date".................................................11

     1.45   "Spousal Consent".................................................11

     1.46   "Subsidiary"......................................................11

     1.47   "Taxable Income"..................................................12

     1.48   "Terminated Participant"..........................................12

     1.49   "The O'Brien Plan"................................................12

     1.50   "Trade Date"......................................................12

     1.51   "Trust"...........................................................12

     1.52   "Trustee".........................................................12

     1.53   "USERRA"..........................................................13

     1.54   "Year of Vesting Service".........................................13

2    ELIGIBILITY..............................................................14

     2.1    Eligibility.......................................................14

     2.2    Ineligible Employees..............................................14

     2.3    Ineligible or Former Participants.................................14

3    PARTICIPANT CONTRIBUTIONS................................................15

     3.1    401(k) Deferral Contribution Election.............................15

     3.2    Changing a Contribution Election..................................15

     3.3    Revoking and Resuming a Contribution Election.....................15

     3.4    Contribution Percentage Limits....................................15

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     3.5    Refunds When Contribution Dollar Limit Exceeded...................16

     3.6    Timing, Posting and Tax Considerations............................16

4    ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS...16

     4.1    Rollover Contributions............................................16

     4.2    Transfers From and To Other Qualified Plans.......................17

5    EMPLOYER CONTRIBUTIONS AND FORFEITURE ACCOUNT ALLOCATIONS................18

     5.1    Limitations and Order of Allocation...............................18

     5.2    Company Match Contributions.......................................18

     5.3    Co. Profit Sharing Contributions and Forfeiture
            Account Allocations...............................................19

     5.4    Compliance Contribution...........................................20

     5.5    Contributions Following Qualified Military Service................20

6    ACCOUNTING...............................................................22

     6.1    Individual Participant Accounting.................................22

     6.2    Trade Date Accounting and Investment Cycle........................22

     6.3    Accounting for Investment Funds...................................22

     6.4    Payment of Fees and Expenses......................................22

     6.5    Accounting for Participant Loans..................................23

     6.6    Error Correction..................................................23

     6.7    Participant Statements............................................23

     6.8    Special Accounting During Conversion Period.......................24

     6.9    Accounts for QDRO Beneficiaries...................................24

7    INVESTMENT FUNDS AND ELECTIONS...........................................25

     7.1    Investment Funds..................................................25

     7.2    Investment Fund Elections.........................................25

     7.3    Responsibility for Investment Choice..............................26

     7.4    Default if No Election............................................26

     7.5    Timing............................................................26

     7.6    Investment Fund Election Change Fees..............................26

8    VESTING & FORFEITURES....................................................27

     8.1    Fully Vested Accounts.............................................27

     8.2    Full Vesting Upon Certain Events..................................27

     8.3    Vesting Schedule..................................................27

                                       iii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     8.4    Forfeitures Prior to July 30, 1999................................28

     8.5    Forfeitures Prior to August 1, 1999...............................28

     8.6    Use of Forfeiture Account Amounts.................................28

     8.7    Rehired Employees.................................................28

9    PARTICIPANT LOANS........................................................30

     9.1    Participant Loans Permitted.......................................30

     9.2    Loan Application, Note and Security...............................30

     9.3    Spousal Consent...................................................30

     9.4    Loan Approval.....................................................30

     9.5    Loan Funding Limits, Account Sources and Funding Order............30

     9.6    Maximum Number of Loans...........................................31

     9.7    Source and Timing of Loan Funding.................................31

     9.8    Interest Rate.....................................................31

     9.9    Loan Payment......................................................31

     9.10   Loan Payment Hierarchy............................................31

     9.11   Repayment Suspension..............................................32

     9.12   Loan Default......................................................32

     9.13   Call Feature......................................................33

10   IN-SERVICE WITHDRAWALS...................................................34

     10.1   In-Service Withdrawals Permitted..................................34

     10.2   In-Service Withdrawal Application and Notice......................34

     10.3   Spousal Consent...................................................34

     10.4   In-Service Withdrawal Approval....................................34

     10.5   Minimum Amount, Payment Form and Medium...........................34

     10.6   Source and Timing of In-Service Withdrawal Funding................35

     10.7   Hardship Withdrawals..............................................35

     10.8   Employee Account Withdrawals......................................37

     10.9   Rollover Account Withdrawals......................................37

     10.10  Over Age 59 1/2 Withdrawals.......................................38

11   DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A PARTICIPANT'S
     REQUIRED BEGINNING DATE..................................................39

     11.1   Benefit Information, Notices and Election.........................39

     11.2   Spousal Consent...................................................40

                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     11.3   Payment Form and Medium...........................................40

     11.4   Source and Timing of Distribution Funding.........................40

     11.5   Deemed Distribution...............................................40

     11.6   Latest Commencement Period........................................41

     11.7   Payment Within Life Expectancy....................................41

     11.8   Incidental Benefit Rule...........................................42

     11.9   Payment to Beneficiary............................................42

     11.10  Beneficiary Designation...........................................42

     11.11  QJSA and QPSA Information and Elections...........................43

12   ADP AND ACP TESTS........................................................45

     12.1   Contribution Limitation Definitions...............................45

     12.2   ADP and ACP Tests.................................................47

     12.3   Correction of ADP and ACP Tests for Plan Years Commencing
            After December 31, 1996 and Before January 1, 1999................48

     12.4   Multiple Use Test.................................................49

     12.5   Correction of Multiple Use Test...................................50

     12.6   Adjustment for Investment Gain or Loss............................50

     12.7   Testing Responsibilities and Required Records.....................50

     12.8   Separate Testing..................................................50

13   MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS.............................52

     13.1   "Annual Addition" Defined.........................................52

     13.2   Maximum Annual Addition...........................................52

     13.3   Avoiding an Excess Annual Addition................................52

     13.4   Correcting an Excess Annual Addition..............................52

     13.5   Correcting a Multiple Plan Excess.................................53

     13.6   Combined Plan Limits and Correction...............................53

14   TOP HEAVY RULES..........................................................54

     14.1   Top Heavy Definitions.............................................54

     14.2   Special Contributions.............................................55

     14.3   Special Vesting...................................................56

     14.4   Adjustment to Combined Limits for Different Plans.................56

15   PLAN ADMINISTRATION......................................................57

     15.1   Plan Delineates Authority and Responsibility......................57

                                        v

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

     15.2   Fiduciary Standards...............................................57

     15.3   Company is ERISA Plan Administrator...............................57

     15.4   Administrator Duties..............................................57

     15.5   Advisors May be Retained..........................................58

     15.6   Delegation of Administrator Duties................................58

     15.7   Committee Operating Rules.........................................59

     16.1   Plan Does Not Affect Employment Rights............................60

     16.2   Compliance With USERRA............................................60

     16.3   Limited Return of Contributions...................................60

     16.4   Assignment and Alienation.........................................61

     16.5   Facility of Payment...............................................61

     16.6   Reallocation of Lost Participant's Accounts.......................61

     16.7   Claims Procedure..................................................62

     16.8   Construction......................................................62

     16.9   Jurisdiction and Severability.....................................62

     16.10  Indemnification by Employer.......................................62

17   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION..........................64

     17.1   Amendment.........................................................64

     17.2   Merger............................................................64

     17.3   Divestitures......................................................64

     17.4   Plan Termination..................................................65

     17.5   Amendment and Termination Procedures..............................65

     17.6   Termination of Employer's Participation...........................66

     17.7   Replacement of the Trustee........................................66

     17.8   Final Settlement and Accounting of Trustee........................66

18   Miscellaneous............................................................67

                                       vi

<PAGE>

1    DEFINITIONS

     When capitalized, the words and phrases below have the following meanings
     unless different meanings are clearly required by the context:

     1.1  "Account". The records maintained for purposes of accounting for a
          Participant's interest in the Plan. "Account" may refer to one or all
          of the following accounts which have been created on behalf of a
          Participant to hold amounts attributable to specific types of
          Contributions under the Plan and amounts transferred from The O'Brien
          Plan:

          (a)  "401(k) Deferral Account". An account created to hold amounts
               attributable to 401(k) Deferral Contributions and amounts
               transferred from The O'Brien Plan designated as "401(k) Deferral
               Account" amounts thereunder.

          (b)  "Employee Account". An account created to hold amounts
               attributable to amounts transferred from The O'Brien Plan
               designated as "Employee Account" amounts thereunder.

          (c)  "Rollover Account". An account created to hold amounts
               attributable to Rollover Contributions and amounts transferred
               from The O'Brien Plan designated as "Rollover Account" amounts
               thereunder.

          (d)  "Company Match Account". An account created to hold amounts
               attributable to Company Match Contributions.

          (e)  "Company Match (Pre-07/5/96) Account". An account created to hold
               amounts attributable to amounts transferred from The O'Brien Plan
               designated as "Company Match Account" amounts thereunder.

          (f)  "Co. Profit Sharing Account". An account created to hold amounts
               attributable to Co. Profit Sharing Contributions.

          (g)  "Company Profit Sharing (Pre-07/5/96) Account". An account
               created to hold amounts attributable to amounts transferred from
               The O'Brien Plan designated as "Company Account" amounts
               thereunder.

          (h)  "Compliance Account". Effective January 1, 1999, an account
               created to hold amounts attributable to Compliance Contributions.

     1.2  "ACP" or "Average Contribution Percentage". The percentage calculated
          in accordance with Section 12.1.

     1.3  "Administrator". The Company, which may delegate all or a portion of
          the duties of the Administrator under the Plan to a Committee in
          accordance with Section 15.6.

     1.4  "ADP" or "Average Deferral Percentage". The percentage calculated in
          accordance with Section 12.1.

                                        1

<PAGE>

     1.5  "Beneficiary". The person or persons who is to receive benefits after
          the death of the Participant pursuant to the "Beneficiary Designation"
          paragraph in Section 11, or as a result of a QDRO.

     1.6  "Break in Service". The fifth anniversary (or sixth anniversary if
          absence from employment was due to a Parental Leave) of the date on
          which a Participant's employment ends.

     1.7  "Code". The Internal Revenue Code of 1986, as amended. Reference to
          any specific Code section shall include such section, any valid
          regulation promulgated thereunder, and any comparable provision of any
          future legislation amending, supplementing or superseding such
          section.

     1.8  "Committee". If applicable, the committee which has been appointed by
          the Company to administer the Plan in accordance with Section 15.6.

     1.9  "Company". Dupont Powder Coatings USA, Inc., effective July 8, 1999,
          formerly known as Herberts-O'Brien Incorporated, effective January 1,
          1997, formerly known as O'Brien Powder Products, Inc. or any successor
          by merger, purchase or otherwise.

     1.10 "Compensation". The sum of a Participant's Taxable Income and salary
          reductions, if any, pursuant to Code section 125, 402(e)(3),
          402(h)(1)(B), 403(b), or 457, or, for Plan Years commencing after
          December 31, 1996, 408(p)(2)(A)(i), and, for Plan Years beginning on
          or after January 1, 2001, 132(f)(4).

          For purposes of determining benefits under the Plan, Compensation is
          limited to $160,000 per Plan Year (as adjusted for cost of living
          increases pursuant to Code sections 401(a)(17) and 415(d)). If a Plan
          Year consists of fewer than 12 months, the limitation on Compensation
          is an amount equal to the otherwise applicable limit for such Plan
          Year multiplied by a fraction, the numerator of which is the number of
          months in the short Plan Year and the denominator of which is 12.

          For Plan Years commencing before January 1, 1997, in determining
          Compensation for purposes of this limitation, the family aggregation
          rules of section 401(a)(17)(A) of the Code, as in effect for such
          periods, shall apply.

          For purposes of determining HCEs and key employees and for Plan Years
          commencing after December 31, 1997, for purposes of Sections 13.2 and
          14.2, Compensation for the entire Plan Year shall be used. For
          purposes of determining ADP and ACP, Compensation shall be limited to
          amounts paid to an Eligible Employee while a Participant.

          For Plan Years commencing before January 1, 1997: (a) for purposes of
          Sections 13 and 14 (other than the definition of "key employee"),
          "Compensation" means the sum of a Participant's Taxable Income, (b)
          for purposes of Section 12 (other than the definition of "highly
          compensated employee"), "Compensation" means the sum of a
          Participant's Taxable Income and salary reductions, if any, pursuant
          to Code section 125, 402(e)(3), 402(h), 403(b) or 457, and (c) for
          purposes of the definition of "highly compensated employee" in Section
          12 and

                                        2

<PAGE>

          the definition of "key employee" in Section 14, "Compensation" means
          the sum of a Participant's Taxable Income and salary reductions, if
          any, pursuant to Code section 125, 402(e)(3), 402(h)(1)(B) and 403(b).

     1.11 "Contribution". An amount contributed to the Plan by the Employer or
          an Eligible Employee, and allocated by contribution type to
          Participants' Accounts, as described in Section 1.1. Specific types of
          contribution include:

          (a)  "401(k) Deferral Contribution". An amount contributed by an
               eligible Participant in conjunction with his or her Code section
               401(k) salary deferral election which shall be treated as made by
               the Employer on an eligible Participant's behalf.

          (b)  "Rollover Contribution". An amount contributed by an Eligible
               Employee which originated from another employer's or an
               Employer's qualified plan.

          (c)  "Company Match Contribution". An amount contributed by the
               Employer on an eligible Participant's behalf based upon the
               amount contributed by the eligible Participant.

          (d)  "Co. Profit Sharing Contribution". An amount contributed by the
               Employer on an eligible Participant's behalf and allocated on a
               pay based formula.

          (e)  "Compliance Contribution". Effective January 1, 1999, an amount
               contributed by the Employer on an eligible Participant's behalf
               and allocated on a pay based formula.

     1.12 "Contribution Dollar Limit". The annual limit placed on each
          Participant's Pre-Tax Contributions, which shall be $10,000 per
          calendar year (as adjusted for cost of living increases pursuant to
          Code sections 402(g)(5) and 415(d)). For purposes of this Section, a
          Participant's Pre-Tax Contributions shall include (i) any employer
          contribution under a qualified cash or deferred arrangement (as
          defined in Code section 401(k)) to the extent not includible in gross
          income for the taxable year under Code section 402(e)(3) (determined
          without regard to Code section 402(g)), (ii) any employer contribution
          to the extent not includible in gross income for the taxable year
          under Code section 402(h)(1)(B) (determined without regard to Code
          section 402(g)), (iii) any employer contribution to purchase an
          annuity contract under Code section 403(b) under a salary reduction
          agreement (within the meaning of Code section 3121(a)(5)(D)) and (iv)
          for calendar years commencing after December 31, 1996, any elective
          employer contribution under Code section 408(p)(2)(A)(i).

     1.13 "Conversion Period". The period of converting the prior accounting
          system of any plan and trust which is merged into the Plan and Trust,
          to the accounting system described in Section 6.

     1.14 "Direct Rollover". An Eligible Rollover Distribution that is paid
          directly to an Eligible Retirement Plan for the benefit of a
          Distributee.

                                        3

<PAGE>

     1.15 "Disability". A Participant's total and permanent, mental or physical
          disability resulting in termination of employment as evidenced by
          presentation of medical evidence satisfactory to the Administrator.

     1.16 "Distributee". An Employee or former Employee, the surviving spouse of
          an Employee or former Employee and a spouse or former spouse of an
          Employee or former Employee determined to be an alternate payee under
          a QDRO.

     1.17 "Effective Date". The date upon which the provisions of this document
          become effective. This date is January 1, 2001, unless stated
          otherwise. In general, the provisions of this document only apply to
          Participants who are Employees on or after the Effective Date.
          However, investment and distribution provisions apply to all
          Participants with Account balances to be invested or distributed after
          the Effective Date.

     1.18 "Eligible Employee". An Employee of an Employer, except any Employee:

          (a)  whose compensation and conditions of employment are covered by a
               collective bargaining agreement to which an Employer is a party
               unless the agreement calls for the Employee's participation in
               the Plan; or

          (b)  who is treated as an Employee because he or she is a Leased
               Employee.

     1.19 "Eligible Retirement Plan". An individual retirement account described
          in Code section 408(a), an individual retirement annuity described in
          Code section 408(b), an annuity plan described in Code section 403(a),
          or a qualified trust described in Code section 401(a), that accepts a
          Distributee's Eligible Rollover Distribution, except that with regard
          to an Eligible Rollover Distribution to a surviving spouse, an
          Eligible Retirement Plan is an individual retirement account or
          individual retirement annuity.

     1.20 "Eligible Rollover Distribution". A distribution of all or any portion
          of the balance to the credit of a Distributee, excluding (i) a
          distribution that is one of a series of substantially equal periodic
          payments (not less frequently than annually) made for the life (or
          life expectancy) of the Distributee or the joint lives (or joint life
          expectancies) of the Distributee and the Distributee's designated
          Beneficiary, or for a specified period of ten years or more; (ii) a
          distribution to the extent such distribution is required under Code
          section 401(a)(9); (iii) the portion of a distribution that is not
          includible in gross income (determined without regard to the exclusion
          for net unrealized appreciation with respect to Employer securities),
          and (iv) effective January 1, 2000, hardship distributions described
          in Code section 401(k)(2)(B)(i)(IV).

          As regards (iv) above, for the 1999 calendar year, the Distributee may
          determine a distribution to be an Eligible Rollover Distribution.

     1.21 "Employee". An individual who is:

          (a)  directly employed by any Related Company and for whom any income
               for such employment is subject to withholding of income or social
               security taxes, or

                                        4

<PAGE>

          (b)  a Leased Employee.

          "Employee" shall not include any person characterized by an Employer
          or Related Company as an "independent contractor" or any other person
          who is not treated by the Employer or Related Company as an employee
          for purposes of withholding federal employment taxes, regardless of
          any contrary Internal Revenue Service, governmental or judicial
          determination relating to such employment status or tax withholding.
          In the event that a person is engaged in an independent contractor or
          similar capacity and is subsequently classified by the Employer or
          Related Company, the Internal Revenue Service or a court as an
          employee, such person, for purposes of this Plan, shall be deemed an
          Employee from the actual (and not the effective) date of such
          classification.

     1.22 "Employer". The Company and any Subsidiary or other Related Company of
          either the Company or a Subsidiary which adopts the Plan with the
          approval of the Company.

     1.23 "ERISA". The Employee Retirement Income Security Act of 1974, as
          amended. Reference to any specific ERISA section shall include such
          section, any valid regulation promulgated thereunder, and any
          comparable provision of any future legislation amending, supplementing
          or superseding such section.

     1.24 "Forfeiture Account". An account holding amounts forfeited by
          Terminated Participants, invested in an interest bearing deposit,
          money market type asset or fund, pending disposition as provided in
          the Plan and Trust and as directed by the Administrator.

     1.25 "HCE" or "Highly Compensated Employee". An Employee described as a
          Highly Compensated Employee in Section 12.

     1.26 "Hour of Service". Each hour for which an Employee is entitled to:

          (a)  payment for the performance of duties for any Related Company;

          (b)  payment from any Related Company for any period during which no
               duties are performed (irrespective of whether the employment
               relationship has terminated) due to vacation, holiday, sickness,
               incapacity (including disability), layoff, leave of absence, jury
               duty or military service;

          (c)  back pay, irrespective of mitigation of damages, by award or
               agreement with any Related Company (and these hours shall be
               credited to the period to which the agreement pertains); or

          (d)  no payment, but is on a Leave of Absence (and these hours shall
               be based upon his or her normally scheduled hours per week or a
               40 hour week if there is no regular schedule).

          The crediting of hours for which no duties are performed shall be in
          accordance with Department of Labor regulation sections 2530.200b-2(b)
          and (c). Actual hours shall be used whenever an accurate record of
          hours are maintained for an Employee. Otherwise, an equivalent number
          of hours shall be credited for each

                                        5

<PAGE>

          payroll period in which the Employee would be credited with at least 1
          hour. The payroll period equivalencies are 45 hours weekly, 90 hours
          biweekly, 95 hours semimonthly and 190 hours monthly.

          An Employee's service with a predecessor or acquired company shall
          only be counted in the determination of his or her Hours of Service
          for eligibility and/or vesting purposes if (1) the Company directs
          that credit for such service be granted, or (2) a qualified plan of
          the predecessor or acquired company is subsequently maintained by any
          Employer or Related Company.

          An Employee's service prior to July 5, 1996 with The O'Brien
          Corporation or an affiliate thereof or any other entity for which he
          or she received service credit in accordance with the terms of The
          O'Brien Plan shall be included in the determination of his or her
          Hours of Service for eligibility and/or vesting purposes.

     1.27 "Ineligible". The Plan status of an individual during the period in
          which he or she is (1) an Employee of a Related Company which is not
          then an Employer, (2) an Employee, but not an Eligible Employee, or
          (3) not an Employee.

     1.28 "Investment Fund". Any fund in which Trust assets are invested.

     1.29 "Leased Employee". For Plan Years commencing after December 31, 1996,
          an individual, not otherwise an Employee, who, pursuant to an
          agreement between a Related Company and a leasing organization, has
          performed, on a substantially full-time basis, for a period of at
          least 12 months, services under the primary direction or control of
          the Related Company, unless:

          (a)  the individual is covered by a money purchase pension plan
               maintained by the leasing organization and meeting the
               requirements of Code section 414(n)(5)(B), and

          (b)  such individuals do not constitute more than 20% of all
               Non-Highly Compensated Employees of all Related Companies (within
               the meaning of Code section 414(n)(5)(C)(ii)).

     1.30 "Leave of Absence". A period during which an individual is deemed to
          be an Employee, but is absent from active employment, provided that
          the absence:

          (a)  was authorized by a Related Company; or

          (b)  was due to military service in the United States armed forces and
               the individual returns to active employment within the period
               during which he or she retains employment rights under USERRA.

     1.31 "Loan Account". The record maintained for purposes of accounting for a
          Participant's loan and payments of principal and interest thereon.

     1.32 "NHCE" or "Non-Highly Compensated Employee". An Employee described as
          a Non-Highly Compensated Employee in Section 12.

                                        6

<PAGE>

     1.33 "Normal Retirement Date". The date of a Participant's 65th birthday.

     1.34 "Owner". A person with an ownership interest in the capital, profits,
          outstanding stock or combined voting power of a Related Company within
          the meaning of Code section 318 or 416 (which exclude indirect
          ownership through a qualified plan).

     1.35 "Parental Leave". The period of absence from work by reason of
          pregnancy, the birth of an Employee's child, the placement of a child
          with the Employee in connection with the child's adoption, or caring
          for such child immediately after birth or placement as described in
          Code section 410(a)(5)(E).

     1.36 "Participant". The Plan status of an Eligible Employee after he or she
          completes the eligibility requirements as described in Section 2.1. An
          Eligible Employee who makes a Rollover Contribution prior to
          completing the eligibility requirements as described in Section 2.1
          shall also be considered a Participant, except that he or she shall
          not be considered a Participant for purposes of provisions related to
          Contributions, other than a Rollover Contribution, until he or she
          completes the eligibility requirements as described in Section 2.1. A
          Participant's participation continues until his or her employment with
          all Related Companies ends and his or her Account is distributed or
          forfeited.

     1.37 "Pay". All cash compensation paid to an Eligible Employee by an
          Employer while a Participant during the current period. Except
          effective January 1, 1997, the first sentence shall read, "all cash
          compensation paid to an Eligible Employee by an Employer while he or
          she is a Participant during the current period and foreign earned
          income described in treasury regulation 1.415-2(d)(2) paid to an
          Eligible Employee by a Related Company while he or she is a
          Participant during the current period. Pay excludes reimbursements or
          other expense allowances, cash and non-cash fringe benefits, moving
          expenses, deferred compensation and welfare benefits.

          Pay is neither increased by any salary credit or decreased by any
          salary reduction pursuant to Code sections 125 or 402(e)(3), or for
          Plan Years beginning on or after January 1, 2001, 132(f)(4). Pay is
          limited to $160,000 (as adjusted for the cost of living pursuant to
          Code sections 401(a)(17) and 415(d)) per Plan Year. If a Plan Year
          consists of fewer than 12 months, Pay for such Plan Year is limited to
          an amount equal to the otherwise applicable limit for such Plan Year
          multiplied by a fraction, the numerator of which is the number of
          months in the short Plan Year and the denominator of which is 12. For
          Plan Years beginning before January 1, 1997, in determining Pay for
          purposes of this limitation, the family aggregation rules of section
          401(a)(17)(A) of the Code, as in effect for such periods, shall apply.

          "Pay" means the Pay, as defined herein, that the Participant would
          have received during any period of service in the uniformed services
          (as defined in chapter 43 of title 38, United States Code) where the
          Participant's right to reemployment is protected by USERRA, (or, if
          the amount of such Pay is not reasonably certain, the Participant's
          average earnings from the Employer or a Related Company for the
          twelve-month period immediately preceding such period of service);
          provided,

                                        7

<PAGE>

          however, that the Participant returns to work within the period during
          which his right to reemployment is protected by USERRA.

     1.38 "Period of Employment". The period beginning on the date an Employee
          first performs an hour of service and ending on the date his or her
          employment ends. Employment ends on the date the Employee quits,
          retires, is discharged, dies or (if earlier) the first anniversary of
          his or her absence for any other reason. The period of absence
          starting with the date an Employee's employment temporarily ends and
          ending on the date he or she is subsequently reemployed is (1)
          included in his or her Period of Employment if the period of absence
          does not exceed one year, and (2) excluded if such period exceeds one
          year.

          Period of Employment includes the period prior to a Break in Service.

          An Employee's service with a predecessor or acquired company shall
          only be counted in the determination of his or her Period of
          Employment for eligibility and/or vesting purposes if (1) the Company
          directs that credit for such service be granted, or (2) a qualified
          plan of the predecessor or acquired company is subsequently maintained
          by any Employer or Related Company.

          An Employee's service prior to July 5, 1996 with The O'Brien
          Corporation or an affiliate thereof or any other entity for which he
          or she received service credit in accordance with the terms of The
          O'Brien Plan shall be included in the determination of his or her
          Period of Employment for eligibility and/or vesting purposes.

     1.39 "Plan". DuPont Powder Coatings USA, Inc. Profit Sharing Plan,
          effective July 8, 1999, previously known as The Herberts-O'Brien
          Profit Sharing Plan set forth in this document, as from time to time
          amended.

     1.40 "Plan Year". The annual accounting period of the Plan and Trust which
          ends on each December 31. The Plan Year ending December 31, 1996 shall
          be a short Plan Year commencing July 5, 1996.

     1.41 "QDRO". A domestic relations order which the Administrator has
          determined to be a qualified domestic relations order within the
          meaning of Code section 414(p).

     1.42 "Related Company". With respect to any Employer, that Employer and any
          corporation, trade or business which is, together with that Employer,
          a member of the same controlled group of corporations, a trade or
          business under common control, or an affiliated service group within
          the meaning of Code sections 414(b), (c), (m) or (o), except that for
          purposes of Section 13 "within the meaning of Code sections 414(b),
          (c), (m) or (o), as modified by Code section 415(h)" shall be
          substituted for the preceding reference to "within the meaning of Code
          section 414(b), (c), (m) or (o)".

     1.43 "Required Beginning Date". The latest date benefit payments shall
          commence to a Participant.

                                        8

<PAGE>

          (a)  For calendar years commencing before January 1, 1997, such date
               shall mean:

               (1)  with regard to a Participant who (i) attained age 70 1/2 in
                    1996, (ii) did not terminate employment with all Related
                    Companies before January 1, 1997, and (iii) is not or was
                    not a 5% Owner, the April 1 of the calendar year that
                    follows (i) the calendar year in which the Participant
                    attained age 70 1/2, or (ii) if the Participant elects to
                    apply this clause (ii), the calendar year in which the
                    Participant terminates employment with all Related Companies
                    (and any such election must be made prior to January 1,
                    1998); and

               (2)  with regard to a Participant who attained age 70 1/2 after
                    December 31, 1987 and before January 1, 1996 or, in 1996 if
                    he or she (i) terminated employment with all Related
                    Companies before January 1, 1997 or (ii) is or was a 5%
                    Owner, the April 1 of the calendar year that follows the
                    calendar year in which the Participant attains age 70 1/2;
                    and

               (3)  with regard to a Participant who attained age 70 1/2 before
                    January 1, 1988 and who is not a 5% Owner, the April 1 of
                    the calendar year that follows the later of (i) the calendar
                    year in which the Participant attained age 70 1/2, or (ii)
                    the calendar year in which the Participant terminates
                    employment with all Related Companies; and

               (4)  with regard to a Participant who attained age 70 1/2 before
                    January 1, 1988 and who is a 5% Owner, the April 1 of the
                    calendar year that follows the later of (i) the calendar
                    year in which the Participant attained age 70 1/2, or (ii)
                    the earlier of the calendar year in which or within which
                    ends the Plan Year in which the Participant becomes a 5%
                    Owner or the calendar year in which he or she terminates
                    employment with all Related Companies.

               A Participant shall be considered a 5% Owner for this purpose if
               such Participant is a 5% Owner as defined in Code section 416(i)
               (determined in accordance with Code section 416 but without
               regard to whether the Plan is top-heavy) at any time during the
               Plan Year ending with or within the calendar year in which the
               Participant attains age 66 1/2 or in any subsequent Plan Year.

          (b)  For calendar years commencing after December 31, 1996 and before
               January 1, 2000, such date shall mean:

               (1)  with regard to a Participant who attained age 70 1/2 in 1997
                    or 1998, the April 1 of the calendar year that follows the
                    calendar year in which he or she attained age 70 1/2, except
                    that if the Participant (i) did not terminate employment
                    with all Related Companies before January 1 of the calendar
                    year following the calendar year in which he or she attained
                    age 70 1/2, (ii) is not a 5% Owner, such date shall instead
                    mean the April 1 of the calendar

                                        9

<PAGE>

                    year that follows (i) the calendar year in which the
                    Participant attained age 70 1/2, or (ii) if the Participant
                    elects to apply this clause (ii), the calendar year in which
                    the Participant terminates employment with all Related
                    Companies (and any such election must be made prior to the
                    April 1 of the calendar year following the calendar year in
                    which he or she attained age 70 1/2); and

               (2)  with regard to a Participant who is a 5% Owner, the April 1
                    of the calendar year that follows the calendar year in which
                    the Participant attains age 70 1/2.

               A Participant shall be considered a 5% Owner for this purpose if
               such Participant is a 5% Owner with respect to the Plan Year
               ending in the calendar year in which the Participant attains age
               70 1/2.

          (c)  For calendar years commencing after December 31, 1999, such date
               shall mean:

               (1)  with regard to a Participant who is not a 5% Owner, the
                    April 1 of the calendar year that follows the later of (i)
                    the calendar year in which the Participant attained age 70
                    1/2, or (ii) the calendar year in which the Participant
                    terminates employment with all Related Companies; and

               (2)  with regard to a Participant who is a 5% Owner, the April 1
                    of the calendar year that follows the calendar year in which
                    the Participant attains age 70 1/2.

               A Participant shall be considered a 5% Owner for this purpose if
               such Participant is a 5% Owner with respect to the Plan Year
               ending in the calendar year in which the Participant attains age
               70 1/2.

     1.44 "Settlement Date". For each Trade Date, the Trustee's next business
          day.

     1.45 "Spousal Consent". The written consent given by a spouse to a
          Participant's election or waiver of a specified form of benefit,
          including a loan or an in-service withdrawal, or Beneficiary
          designation. The spouse's consent must acknowledge the effect on the
          spouse of the Participant's election, waiver or designation, and be
          duly witnessed by a notary public. Spousal Consent shall be valid only
          with respect to the spouse who signs the Spousal Consent and only for
          the particular choice made by the Participant which requires Spousal
          Consent. A Participant may revoke (without Spousal Consent) a prior
          election, waiver or designation that required Spousal Consent at any
          time before payments begin. Spousal Consent also means a determination
          by the Administrator that there is no spouse, the spouse cannot be
          located, or such other circumstances as may be established by
          applicable law.

     1.46 "Subsidiary". A company which is 50% or more owned, directly or
          indirectly, by the Company.

                                       10

<PAGE>

     1.47 "Taxable Income". After January 1, 1997, Compensation as determined
          under Code section 415(c) and related treasury regulation
          1.415-2(d)(2) and (3) which includes, but is not limited to, an
          Employee's wages, salaries, fees for professional services, and other
          amounts received (without regard to whether or not an amount is paid
          in cash) for personal services actually rendered in the course of
          employment with the Employer or a Related Company to the extent that
          the amounts are includible in gross income (including, but not limited
          to commissions, compensation for services on the basis of profits,
          overtime payments and bonuses) and excludes items such as:

          (a)  contributions made by the Employer or a Related Company to a plan
               of deferred compensation which are not included in gross income
               for the taxable year in which contributed (including employer
               contributions to a simplified employee pension plan);

          (b)  distributions from a funded plan of deferred compensation;

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

          (d)  amounts realized from the sale, exchange or other disposition of
               stock acquired under a qualified stock option; and

          (e)  amounts which receive special tax benefits.

          Prior to January 1, 1997, Compensation in the amount reported by the
          Employer or a Related Company as "Wages, tips, other compensation" on
          Form W-2, or any successor method of reporting under Code section
          6051.

     1.48 "Terminated Participant". A Participant who is not an Employee and for
          whom the Administrator has reported to the Trustee that the
          Participant's employment has terminated with all Related Companies.

     1.49 "The O'Brien Plan". The O'Brien Corporation Profit Sharing and Thrift
          Plan, a qualified profit sharing plan, as described in Code section
          401(a), which includes a qualified cash or deferred arrangement, as
          described in Code section 401(k), as originally effective November 26,
          1948.

     1.50 "Trade Date". Each day the Investment Funds are valued, which is
          normally every day the assets of such Funds are traded.

     1.51 "Trust". The trust established in connection with the Plan, as it may
          be amended from time to time.

     1.52 "Trustee". The person(s) or entity, or combination of them, serving
          from time to time as the trustee(s) of the Trust.

     1.53 "USERRA". The Uniformed Services Employment and Reemployment Rights
          Act of 1994, as amended.

                                       11

<PAGE>

     1.54 "Year of Vesting Service". A 12 month Period of Employment. Years of
          Vesting Service shall include service credited prior to July 5, 1996.

                                       12

<PAGE>

2.   ELIGIBILITY

     2.1  Eligibility

          For purposes of 401(k) Deferral Contributions, each individual who is
          an Eligible Employee on July 5, 1996 shall become a Participant on
          that date. Thereafter, for purposes of 401(k) Deferral Contributions,
          each other Eligible Employee shall become a Participant on the first
          day of the next payroll period after the date he or she completes one
          hour of service.

          For purposes of Company Match and Co. Profit Sharing Contributions,
          each other Eligible Employee shall become a Participant on the later
          of July 5, 1996 or the first day of the next payroll period after the
          date he or she completes a 12 month eligibility period in which he or
          she is credited with at least 1,000 Hours of Service. The initial
          eligibility period begins on the date an Employee first performs an
          Hour of Service. Subsequent eligibility periods begin with the start
          of each Plan Year beginning after the first Hour of Service is
          performed.

     2.2  Ineligible Employees

          If an Employee completes the above eligibility requirements, but is
          Ineligible at the time participation would otherwise begin (if he or
          she were not Ineligible), he or she shall become a Participant on the
          first subsequent date on which he or she is an Eligible Employee.

     2.3  Ineligible or Former Participants

          A Participant may not make or share in Plan Contributions, nor
          generally be eligible for a new Plan loan, during the period he or she
          is Ineligible, but he or she shall continue to participate for all
          other purposes. An Ineligible Participant or former Participant shall
          automatically become an active Participant on the date he or she again
          becomes an Eligible Employee.

                                       13

<PAGE>

3    PARTICIPANT CONTRIBUTIONS

     3.1  401(k) Deferral Contribution Election

          Upon becoming a Participant, an Eligible Employee may elect to reduce
          his or her Pay by an amount which does not exceed the Contribution
          Dollar Limit, within the limits described in the Contribution
          Percentage Limits paragraph of this Section 3, and have such amount
          contributed to the Plan by the Employer as a 401(k) Deferral
          Contribution. The election shall be made as a whole percentage of Pay
          in such manner and with such advance notice as prescribed by the
          Administrator. In no event shall an Employee's 401(k) Deferral
          Contributions under the Plan and comparable contributions to all other
          plans, contracts or arrangements of all Related Companies exceed the
          Contribution Dollar Limit for the Employee's taxable year beginning in
          the Plan Year.

     3.2  Changing a Contribution Election

          A Participant who is an Eligible Employee may change his or her 401(k)
          Deferral Contribution election as of any January 1, April 1, July 1 or
          October 1 in such manner and with such advance notice as prescribed by
          the Administrator, and such election shall be effective with the first
          payroll paid after such date. Participants' Contribution election
          percentages shall automatically apply to Pay increases or decreases.

     3.3  Revoking and Resuming a Contribution Election

          A Participant may revoke his or her Contribution election at any time
          in such manner and with such advance notice as prescribed by the
          Administrator, and such revocation shall be effective with the first
          payroll paid after such date.

          A Participant who is an Eligible Employee may resume Contributions by
          making a new Contribution election at the same time in which a
          Participant may change his or her election in such manner and with
          such advance notice as prescribed by the Administrator, and such
          election shall be effective with the first payroll paid after such
          date.

     3.4  Contribution Percentage Limits

          The Administrator may establish and change from time to time, in
          writing, without the necessity of amending the Plan and Trust, the
          minimum, if applicable, and maximum 401(k) Deferral Contribution
          percentages, prospectively or retrospectively (for the current Plan
          Year), for all Participants. In addition, the Administrator may
          establish any lower percentage limits for Highly Compensated Employees
          as it deems necessary to satisfy the tests described in Section 12. As
          of the Effective Date, the 401(k) Deferral Contribution minimum
          percentage is 1% and the maximum Contribution percentages are:

                               Highly
           Contribution     Compensated    All Other
               Type          Employees    Participants
          ---------------   -----------   ------------

                                       14

<PAGE>

          401(k) Deferral        9%            15%

          Irrespective of the limits that may be established by the
          Administrator in accordance with this paragraph, in no event shall the
          contributions made by or on behalf of a Participant for a Plan Year
          exceed the maximum allowable under Code section 415.

     3.5  Refunds When Contribution Dollar Limit Exceeded

          A Participant who makes 401(k) Deferral Contributions for a calendar
          year to the Plan and comparable contributions to any other qualified
          defined contribution plan in excess of the Contribution Dollar Limit
          may notify the Administrator in writing by the following March 1 (or
          as late as April 14 if allowed by the Administrator) that an excess
          has occurred. In this event, the amount of the excess specified by the
          Participant, adjusted for investment gain or loss, shall be refunded
          to him or her by April 15 and shall not be included as an Annual
          Addition under Code section 415 for the year contributed. Refunds
          shall not include investment gain or loss for the period between the
          end of the applicable calendar year and the date of distribution. The
          excess amounts shall first be taken from unmatched 401(k) Deferral
          Contributions and then from matched 401(k) Deferral Contributions. Any
          Company Match Contributions attributable to refunded excess 401(k)
          Deferral Contributions as described in this Section shall be forfeited
          and used as described in Section 8.5 or to reduce Contributions made
          by an Employer as soon as administratively feasible.

     3.6  Timing, Posting and Tax Considerations

          Participants' Contributions, other than Rollover Contributions, may
          only be made through payroll deduction. Such amounts shall be paid to
          the Trustee in cash and posted to each Participant's Account(s) as
          soon as such amounts can reasonably be separated from the Employer's
          general assets and balanced against the specific amount made on behalf
          of each Participant.

4    ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS

     4.1  Rollover Contributions

          The Administrator may authorize the Trustee to accept a Rollover
          Contribution in cash, directly from an Eligible Employee or as a
          Direct Rollover from another qualified plan on behalf of the Eligible
          Employee, even if he or she is not yet a Participant. The Employee
          shall be responsible for furnishing satisfactory evidence, in such
          manner as prescribed by the Administrator, that the amount qualifies
          as a rollover contribution, within the meaning of Code section 402(c)
          or 408(d)(3)(A)(ii). Such amounts received directly from an Eligible
          Employee must be paid to the Trustee in cash within 60 days after the
          date received by the Eligible Employee from a qualified plan or
          conduit individual retirement account.

          If the Administrator later determines that an amount contributed
          pursuant to the above paragraph did not in fact qualify as a rollover
          contribution, within the

                                       15

<PAGE>

          meaning of Code section 402(c) or 408(d)(3)(A)(ii), the balance
          credited to the Participant's Rollover Account shall immediately be
          (1) segregated from all other Plan assets, (2) treated as a
          nonqualified trust established by and for the benefit of the
          Participant, and (3) distributed to the Participant. Any such amount
          shall be deemed never to have been a part of the Plan.

     4.2  Transfers From and To Other Qualified Plans

          The Administrator may instruct the Trustee to receive assets in cash
          or in-kind directly from another qualified plan or transfer assets in
          cash or in-kind directly to another qualified plan, in accordance with
          procedures established by the Trustee.

                                       16

<PAGE>

5    EMPLOYER CONTRIBUTIONS AND FORFEITURE ACCOUNT ALLOCATIONS

     5.1  Limitations and Order of Allocation

          (a)  Limitations. The sum of the Company Match and Co. Profit Sharing
               Contributions made by the Employer for the Plan Year shall be the
               greater of the following:

               (1)  10% of the Employer's "net profits" for the Plan Year; or

               (2)  an amount equal to 2% of the total of eligible Participants'
                    Pay, plus 100% of the 401(k) Deferral Contributions made on
                    behalf of eligible Participants up to a maximum of 3% of
                    Pay.

          For purposes of (1) above, "net profits" for any Plan Year shall mean
          the Employer's net income or profits for such Plan Year, determined by
          the Employer upon the basis of its books of account, in accordance
          with sound accounting practices, but without any deduction for any
          federal or state taxes on income or for contributions made by the
          Employer to this Plan. If the Employer sustains a net loss in any Plan
          Year (after taking into account the charges, write-offs and deductions
          above mentioned) one-half of the amount of such net loss so determined
          shall be deducted from the net earnings of the succeeding Plan Year in
          determining the amount of net earnings to which the percentage
          specified in (1) above shall apply.

          For purposes of (2) above, eligible Participants are as described in
          Sections 5.2(a) and 5.3(a).

          (b)  Order of Allocation. The order of allocation of Company Match and
               Co. Profit Sharing Contributions shall be as follows:

               (1)  Co. Profit Sharing Contributions in an amount equal to 2% of
                    the total of eligible Participants' Pay; then

               (2)  Company Match Contributions in an amount equal to 100% of
                    the 401(k) Deferral Contributions made on behalf of eligible
                    Participants up to a maximum of 3% of Pay; then

               (3)  if the sum of (1) and (2) is less than the limit set forth
                    in the above Limitations paragraph, the differential shall
                    be allocated as Co. Profit Sharing Contributions in the
                    manner set forth in Section 5.3(b).

     5.2  Company Match Contributions

          (a)  Frequency and Eligibility. For each Plan Year, the Employer shall
               make Company Match Contributions, as described in the following
               Allocation Method paragraph, on behalf of each Participant who
               contributed during the period and was an Employee on the last day
               of the period.

                                       17

<PAGE>

               Such Company Match Contributions shall also be made on behalf of
               each Participant who contributed during the period but who ceased
               being an Employee during the period after having attained age 65
               or by reason of his or her Disability or death.

          (b)  Allocation Method. The Company Match Contributions for each
               period shall total 100% of each eligible Participant's 401(k)
               Deferral Contributions for the period, provided that no Company
               Match Contributions shall be made based upon a Participant's
               Contributions in excess of 3% of his or her Pay.

          (c)  Timing and Medium. The Employer shall make each period's Company
               Match Contribution in cash as soon as administratively feasible,
               and for purposes of deducting such Company Match Contribution,
               not later than the Employer's federal tax filing date, including
               extensions.

     5.3  Co. Profit Sharing Contributions and Forfeiture Account Allocations

          (a)  Frequency and Eligibility. For each Plan Year, the Employer shall
               make a Co. Profit Sharing Contribution and determine the amount,
               if any, from the Forfeiture Account to be allocated as Co. Profit
               Sharing Contributions and allocate such amount, on behalf of each
               Participant who was an Employee on the last day of the period.

               Such Co. Profit Sharing Contributions shall also be made and
               Forfeiture Account amounts to be allocated as Co. Profit Sharing
               Contributions shall be allocated on behalf of each Participant
               who was an Eligible Employee at any time during the period but
               who ceased being an Employee during the period after having
               attained age 65, or by reason of his or her Disability or death.

          (b)  Allocation Method. The Co. Profit Sharing Contribution for each
               period, shall be equal to 2% of each eligible Participant's Pay
               plus an amount which bears the same ratio to the remaining amount
               of Co. Profit Sharing Contributions, if any, and Forfeiture
               Account amounts, if any, to be allocated as Co. Profit Sharing
               Contributions, as the eligible Participant's points bear to the
               total points of all eligible Participants. One point shall be
               awarded for each full $100 of Pay and one point shall be awarded
               for each Year of Vesting Service.

          (c)  Timing and Medium. The Employer shall make each period's Co.
               Profit Sharing Contribution in cash and allocate Forfeiture
               Account amounts, if any, in cash, as soon as administratively
               feasible, and for purposes of deducting such Co. Profit Sharing
               Contribution, not later than the Employer's federal tax filing
               date, including extensions.

     5.4  Compliance Contribution

          (a)  Frequency and Eligibility. Effective January 1, 1999 for each
               Plan Year, the Employer shall make a Compliance Contribution, on
               behalf of each

                                       18

<PAGE>

               Participant who was an Eligible Employee at any time during the
               period, even if such Employee did not work 500 hours.

          (b)  Such Compliance Contributions shall also be allocated on behalf
               of each Participant who was an Eligible Employee at any time
               during the period but who ceased being an Employee during the
               period after having attained age 65, or by reason of his or her
               Disability or death.

          (c)  Allocation Method. The Compliance Contribution for each period,
               shall be equal to 3% of each eligible Participant's Pay.

          (d)  Timing and Medium. The Employer shall make each period's
               Compliance Contribution in cash, as soon as administratively
               feasible, and for purposes of deducting such Compliance
               Contribution, not later than the Employer's federal tax filing
               date, including extensions.

     5.5  Contributions Following Qualified Military Service.

          (a)  401(k) Deferral Contributions. A Participant who returns to
               employment with an Employer or a Related Company following a
               period of qualified military service under USERRA shall be
               permitted to make additional 401(k) Deferral Contributions,
               within the limits of Sections 3.1 and 3.4 up to an amount equal
               to the 401(k) Deferral Contributions that the Participant would
               have been permitted to contribute to the Plan if he had continued
               to be employed and received Pay during the period of qualified
               military service. 401(k) Deferral Contributions under this
               Section may be made during the period which begins on the date
               such Participant returns to employment and which has the same
               length as the lesser of (i) 3 multiplied by the period of
               qualified military service under USERRA, and (ii) 5 years.

          (b)  Company Match Contributions. The Employer shall contribute to the
               Plan, on behalf of each Participant who has made 401(k) Deferral
               Contributions as described in subsection (a) above, an amount
               equal to the Company Match Contribution that would have been
               required under Section 5.2 had such 401(k) Deferral Contributions
               been made during the period of qualified military service.

          (c)  Co. Profit Sharing and Compliance Contributions. The Employer
               shall contribute to the Plan on behalf of each Participant who
               returns from qualified military service under USERRA as described
               in subsection (a) above, an amount equal to the Co. Profit
               Sharing and Compliance Contributions that would have been
               required under Sections 5.3 and/or 5.4 had such Participant
               continued to be employed and received Pay during the period of
               qualified military service.

          (d)  Limitation on Crediting of Earnings and Forfeitures. Nothing in
               this Section 5.5 shall be construed as requiring (i) any
               crediting of earnings to a Participant with respect to any
               Participant or Employer Contributions before such Contribution is
               actually made, or (ii) any allocation of any forfeiture with
               respect to any period of qualified military service.

                                       19

<PAGE>

          (e)  Application of Certain Limitations. To the extent required by
               Code section 414(u), the 401(k) Deferral Contributions, Company
               Match Contributions, Co. Profit Sharing Contributions and
               Compliance Contributions made under this Section shall be subject
               to the limitations described in Sections 12, 13 and 14 in the
               Plan Year to which such Contributions relate.

                                       20

<PAGE>

6    ACCOUNTING

     6.1  Individual Participant Accounting

          The Administrator shall maintain an individual set of Accounts for
          each Participant in order to reflect transactions both by type of
          Account and investment medium. Financial transactions shall be
          accounted for at the individual Account level by posting each
          transaction to the appropriate Account of each affected Participant.
          Participant Account values shall be maintained in shares for the
          Investment Funds and in dollars for the Loan Accounts. At any point in
          time, the Account value shall be determined using the most recent
          Trade Date values provided by the Trustee.

     6.2  Trade Date Accounting and Investment Cycle

          Participant Account values shall be determined as of each Trade Date.

     6.3  Accounting for Investment Funds

          Investments in each Investment Fund shall be maintained in shares. The
          Trustee is responsible for determining the share values of each
          Investment Fund as of each Trade Date. To the extent an Investment
          Fund is comprised of collective investment funds of the Trustee, or
          any other fiduciary to the Plan, the share values shall be determined
          in accordance with the rules governing such collective investment
          funds, which are incorporated herein by reference. All other share
          values shall be determined by the Trustee. The share value of each
          Investment Fund shall be based on the fair market value of its
          underlying assets.

     6.4  Payment of Fees and Expenses

          Except to the extent Plan fees and expenses related to Account
          maintenance, transaction and Investment Fund management and
          maintenance, as set forth below, are paid by the Employer directly, or
          indirectly, through the Forfeiture Account as directed by the
          Administrator, such fees and expenses shall be paid as set forth
          below. The Employer may pay a lower portion of the fees and expenses
          allocable to the Accounts of Participants who are no longer Employees
          or who are not Beneficiaries, unless doing so would result in
          discrimination.

          (a)  Account Maintenance: Account maintenance fees and expenses, may
               include but are not limited to, administrative, Trustee,
               government annual report preparation, audit, legal,
               nondiscrimination testing and fees for any other special
               services. Account maintenance fees shall be charged to
               Participants on a per Participant basis provided that no fee
               shall reduce a Participant's Account balance below zero.

          (b)  Transaction: Transaction fees and expenses, may include but are
               not limited to, periodic installment payment, Investment Fund
               election change and loan fees. Transaction fees shall be charged
               to the Participant's Account involved in the transaction provided
               that no fee shall reduce a Participant's Account balance below
               zero. After migration to MLII there

                                       21

<PAGE>

               will be no limit on the number of Investment Fund election
               changes and no fees assessed on investment fund election changes
               by a Participant.

          (c)  Investment Fund Management and Maintenance: Management and
               maintenance fees and expenses related to the Investment Funds
               shall be charged at the Investment Fund level and reflected in
               the net gain or loss of each Fund.

          As of the Effective Date, a breakdown of which Plan fees and expenses
          shall generally be borne by the Trust (and charged to individual
          Participants' Accounts or charged at the Investment Fund level and
          reflected in the net gain or loss of each Investment Fund) and those
          that shall be paid by the Employer, directly or indirectly, may be
          changed from time to time by the Administrator, in writing, without
          the necessity of amending the Plan and Trust.

          The Trustee shall have the authority to pay any such fees and
          expenses, which remain unpaid by the Employer for 60 days, from the
          Trust.

     6.5  Accounting for Participant Loans

          Participant loans shall be held in a separate Loan Account of the
          Participant and accounted for in dollars as an earmarked asset of the
          borrowing Participant's Account.

     6.6  Error Correction

          The Administrator may correct any errors or omissions in the
          administration of the Plan by restoring any Participant's Account
          balance with the amount that would be credited to the Account had no
          error or omission been made. Funds necessary for any such restoration
          shall be provided through payment made by the Employer, or by the
          Trustee as agreed to between the Trustee and the Employer, or if the
          restoration involves an Account holding amounts contributed by an
          Employer, the Administrator may direct the Trustee to use amounts from
          the Forfeiture Account.

     6.7  Participant Statements

          The Administrator shall provide Participants with statements of their
          Accounts as soon after the end of each quarter of the Plan Year as
          administratively feasible.

     6.8  Special Accounting During Conversion Period

          The Administrator and Trustee may use any reasonable accounting
          methods in performing their respective duties during any Conversion
          Period. This includes, but is not limited to, the method for
          allocating net investment gains or losses and the extent, if any, to
          which contributions received by and distributions paid from the Trust
          during this period share in such allocation.

     6.9  Accounts for QDRO Beneficiaries

                                       22

<PAGE>

          A separate Account shall be established for an alternate payee
          entitled to any portion of a Participant's Account under a QDRO as of
          the date and in accordance with the directions specified in the QDRO.
          In addition, a separate Account may be established during the period
          of time the Administrator, a court of competent jurisdiction or other
          appropriate person is determining whether a domestic relations order
          qualifies as a QDRO. Such a separate Account shall be valued and
          accounted for in the same manner as any other Account.

          (a)  Distributions Pursuant to QDROs. If a QDRO so provides, the
               portion of a Participant's Account payable to an alternate payee
               may be distributed, in a form as permissible under Section 11 and
               Code section 414(p), to the alternate payee at the time specified
               in the QDRO, regardless of whether the Participant is entitled to
               a distribution from the Plan at such time.

          (b)  Participant Loans. Except to the extent required by law, an
               alternate payee, on whose behalf a separate Account has been
               established, shall not be entitled to borrow from such Account.
               If a QDRO specifies that the alternate payee is entitled to any
               portion of the Account of a Participant who has an outstanding
               loan balance, all outstanding loans shall generally continue to
               be held in the Participant's Account and shall not be divided
               between the Participant's and alternate payee's Accounts.

          (c)  Investment Direction. Where a separate Account has been
               established on behalf of an alternate payee and has not yet been
               distributed, the alternate payee may direct the investment of
               such Account in the same manner as if he or she were a
               Participant.

                                       23

<PAGE>

7    INVESTMENT FUNDS AND ELECTIONS

     7.1  Investment Funds

          Except for Participants' Loan Accounts, the Trust shall be maintained
          in various Investment Funds. The Administrator shall select the
          Investment Funds offered to Participants and may change the number or
          composition of the Investment Funds, subject to the terms and
          conditions agreed to with the Trustee. The Investment Funds offered
          under the Plan may be changed from time to time by the Administrator,
          in writing, and as agreed to by the Trustee, without the necessity of
          amending the Plan and Trust.

     7.2  Investment Fund Elections

          Each Participant shall direct the investment of all of his or her
          Accounts{ except for these Accounts:

               Company Match Account
               Company Match (Pre-7/5/96) Account
               Co. Profit Sharing Account
               Co. Profit Sharing (Pre-7/5/96) Account

          which shall be entirely invested in the Investment Fund specified by
          the Administrator. Prior to July 30, 1999, however, a Participant who
          attained age 55 may direct the investment of the balances in his or
          her Company Match, Company Match (Pre-7/5/96), Co. Profit Sharing and
          Co. Profit Sharing (Pre-7/5/96) Accounts. Future amounts allocated to
          his or her Company Match, Co. Profit Sharing and O'Brien Pre-07/05/96
          Accounts shall continue to be entirely invested in the Investment Fund
          specified by the Administrator, until otherwise directed by the
          Participant.

          Effective August 1, 1999, however, a Participant who has attained age
          50 may direct the investment of the balances in his or her Company
          Match, Company Match (Pre-7/5/96), Co. Profit Sharing and Co. Profit
          Sharing (Pre-7/5/96) Accounts. Future amounts allocated to his or her
          Company Match, Co. Profit Sharing and O'Brien Pre-07/05/96 Accounts
          shall continue to be entirely invested in the Investment Fund
          specified by the Administrator, until otherwise directed by the
          Participant.

          A Participant shall make his or her investment election in any
          combination of one or any number of the Investment Funds offered in
          accordance with the procedures established by the Administrator and
          Trustee. However, during any Conversion Period, Trust assets may be
          held in any investment vehicle permitted by the Plan, as directed by
          the Administrator, irrespective of Participant investment elections.

          The Administrator may set a maximum percentage of the total election
          that a Participant may direct into any specific Investment Fund, which
          maximum, if any, may be changed from time to time by the
          Administrator, in writing, without the necessity of amending the Plan
          and Trust.

                                       24

<PAGE>

     7.3  Responsibility for Investment Choice

          Each Participant shall be solely responsible for the selection of his
          or her Investment Fund choices. No fiduciary with respect to the Plan
          is empowered to advise a Participant as to the manner in which his or
          her Accounts are to be invested, and the fact that an Investment Fund
          is offered shall not be construed to be a recommendation for
          investment.

     7.4  Default if No Election

          The Administrator shall specify an Investment Fund for the investment
          of that portion of a Participant's Account which is not yet held in an
          Investment Fund and for which no valid investment election is on file.
          The Investment Fund may be changed from time to time by the
          Administrator, in writing, without the necessity of amending the Plan
          and Trust.

     7.5  Timing

          A Participant shall make his or her initial investment election upon
          becoming a Participant and may change his or her investment election
          at any time in accordance with the procedures established by the
          Administrator.

     7.6  Investment Fund Election Change Fees

          A reasonable processing fee may be charged directly to a Participant's
          Account for Investment Fund election changes in excess of a specified
          number per year as determined by the Administrator. After migration to
          MLII there will be no limit on the number of Investment Fund election
          changes and no fees assessed on Investment Fund election changes by a
          Participant.

                                       25

<PAGE>

8    VESTING & FORFEITURES

     8.1  Fully Vested Accounts

          A Participant shall be fully vested in these Accounts at all times:

               401(k) Deferral Account
               Employee Account
               Rollover Account
               Company Match (Pre-7/5/96) Account
               Co. Profit Sharing (Pre-7/5/96) Account
               Compliance Account

     8.2  Full Vesting Upon Certain Events

          A Participant's entire Account shall become fully vested once he or
          she has attained his or her Normal Retirement Date as an Employee or
          upon his or her terminating employment with all Related Companies due
          to his or her Disability or death.

     8.3  Vesting Schedule

          Effective August 1, 1999, in addition to the vesting provided above, a
          Participant's Company Match and Co. Profit Sharing Accounts shall
          become vested in accordance with the following schedule:

           Years of Vesting     Vested
                Service       Percentage
          -----------------   ----------
             Less than 1            0%
          1 but less than 2        20%
          2 but less than 3        40%
          3 but less than 4        60%
          4 but less than 5        80%
              5 or more           100%

          Prior to July 30, 1999, a Participant's Company Match and Co. Profit
          Sharing Accounts shall become vested in accordance with the following
          schedule:

           Years of Vesting     Vested
                Service       Percentage
          -----------------   ----------
             Less than 3            0%
          3 but less than 4        30%
          4 but less than 5        40%
          5 but less than 6        60%
          6 but less than 7        80%

                                       26

<PAGE>

              7 or more           100%

          If this vesting schedule is changed, the vested percentage for each
          Participant shall not be less than his or her vested percentage
          determined as of the last day prior to this change, and for any
          Participant with at least three Years of Vesting Service when the
          schedule is changed, vesting shall be determined using the more
          favorable vesting schedule.

     8.4  Forfeitures Prior to July 30, 1999

          A Terminated Participant shall forfeit his or her non-vested Account
          balance as of the Settlement Date following the date on which he or
          she is determined to be a Terminated Participant.

     8.5  Forfeitures Prior to August 1, 1999

          A Terminated Participant shall forfeit his or her non-vested Account
          balance as soon as administratively feasible after the earliest of the
          date he or she:

          (a)  is determined to be a Terminated Participant, if his or her
               vested Account balance is zero;

          (b)  receives a complete distribution of his or her vested Account
               balance; or

          (c)  incurs a Break in Service.

          Forfeitures from all Accounts subject to vesting shall be transferred
          to and maintained in the Forfeiture Account.

     8.6  Use of Forfeiture Account Amounts

          Forfeiture Account amounts shall be utilized to restore Accounts, to
          pay Plan fees and expenses and in accordance with Section 5 may
          increase the amount allocated as Co. Profit Sharing Contributions as
          directed by the Administrator.

     8.7  Rehired Employees

          (a)  Service Restoration. If a former Employee is rehired, all Periods
               of Employment credited when his or her employment last terminated
               shall be counted in determining his or her vested interest.

          (b)  Account Restoration. If a former Employee is rehired before he or
               she has a Break in Service, the amount forfeited after his or her
               employment last terminated shall be restored to his or her
               Account. The restoration shall include the interest which would
               have been credited had such forfeiture been invested in the
               Investment Fund provided for in Section 7.4 from the date
               forfeited until the date the restoration amount is restored. The
               amount shall come from the Forfeiture Account to the extent
               possible, and any additional amount needed shall be contributed
               by the Employer. The vested interest in his or her restored
               Account shall then be equal to:

                                       27

<PAGE>

                              V% times (AB + D) - D

               where:

               V% = current vested percentage
               AB = current account balance
               D = amount previously distributed

                                       28

<PAGE>

9    PARTICIPANT LOANS

     9.1  Participant Loans Permitted

          Loans to Participants are permitted pursuant to the terms and
          conditions set forth in this Section.

     9.2  Loan Application, Note and Security

          A Participant shall apply for any loan in such manner and with such
          advance notice as prescribed by the Administrator. All loans shall be
          evidenced by a promissory note, secured only by the portion of the
          Participant's Account from which the loan is made, and the Plan shall
          have a lien on this portion of his or her Account.

     9.3  Spousal Consent

          A Participant is required to obtain Spousal Consent in order to borrow
          from his or her Account under the Plan.

     9.4  Loan Approval

          The Administrator is responsible for determining that a loan request
          conforms to the requirements described in this Section and granting
          such request.

     9.5  Loan Funding Limits, Account Sources and Funding Order

          The loan amount must meet all of the following limits as determined as
          of the date the loan is processed and shall be funded from the
          Participant's Accounts as follows:

          (a)  Plan Minimum Limit. The minimum amount for any loan is $1,000.

          (b)  Plan Maximum Limit, Account Sources and Funding Order. Subject to
               the legal limit described in (c) below, the maximum a Participant
               may borrow, including the outstanding balance of existing Plan
               loans, is 100% of the following of the Participant's Accounts
               which are fully vested in:

                    401(k) Deferral Account
                    Company Match (Pre-7/5/96) Account
                    Co. Profit Sharing (Pre-7/5/96) Account
                    Company Match Account
                    Co. Profit Sharing Account
                    Rollover Account
                    Employee Account
                    Compliance Account

          (c)  Legal Maximum Limit. The maximum a Participant may borrow,
               including the outstanding balance of existing Plan loans, is 50%
               of his or her vested Account balance, not to exceed $50,000.
               However, the $50,000 maximum is reduced by the Participant's
               highest outstanding loan

                                       29

<PAGE>

               balance during the 12-month period ending on the day before the
               date as of which the loan is made. For purposes of this
               paragraph, the qualified plans of all Related Companies shall be
               treated as though they are part of the Plan to the extent it
               would decrease the maximum loan amount.

     9.6  Maximum Number of Loans

          A Participant may have only one loan outstanding at any given time.

     9.7  Source and Timing of Loan Funding

          A loan to a Participant shall be made solely from the assets of his or
          her own Account. The available assets shall be determined first by
          Account type and then within each Account used for funding a loan,
          amounts shall be taken from each Investment Fund in direct proportion
          to the market value of the Participant's interest in each Investment
          Fund as of the Trade Date on which the loan is processed.

          The loan shall be funded on the Settlement Date following the Trade
          Date as of which the loan is processed.

     9.8  Interest Rate

          The interest rate charged on Participant loans shall be a fixed
          reasonable rate of interest, determined from time to time by the
          Administrator, which provides the Plan with a return commensurate with
          the prevailing interest rate charged by persons in the business of
          lending money for loans which would be made under similar
          circumstances. The interest rate is determined and may be changed from
          time to time by the Administrator, in writing, without the necessity
          of amending the Plan and Trust.

     9.9  Loan Payment

          Substantially level amortization shall be required of each loan with
          payments made at least monthly, generally through payroll deduction.
          Loans may be prepaid in full at any time. The Participant may choose
          the loan repayment period, not to exceed 5 years.

     9.10 Loan Payment Hierarchy

          Prior to migration to MLII, loan principal payments shall be credited
          to the Participant's Accounts in the inverse of the order used to fund
          the loan. After migration to MLII, loan principal payments shall be
          credited to the Participants' Accounts in the same order used to fund
          the loan. Loan interest shall be credited to the Participant's
          Accounts in direct proportion to the principal payment. Loan payments
          credited to Accounts for which the Participant directs investment as
          described in Section 7 are credited to the Investment Funds based upon
          the Participant's current investment election for new Contributions.
          Loan payments credited to Accounts for which the Participant does not
          direct investment as described in Section 7 are credited to the
          Investment Funds specified by the Administrator for such Accounts.

                                       30

<PAGE>

     9.11 Repayment Suspension

          The Administrator may agree to a suspension of loan payments for up to
          3 months for a Participant who is on a Leave of Absence without pay.
          During the suspension period interest shall continue to accrue on the
          outstanding loan balance. At the expiration of the suspension period
          all outstanding loan payments and accrued interest thereon shall be
          due unless otherwise agreed upon by the Administrator.

     9.12 Loan Default

          Effective January 1, 1997, a loan is treated as in default if a
          scheduled loan payment is not made at the time required. A Participant
          shall then have a grace period to cure the default before it becomes
          final. Such grace period shall be for a period that does not extend
          beyond the last day of the calendar quarter following the calendar
          quarter in which the scheduled loan payment was due or such lesser or
          greater maximum period as may later be authorized by Code section
          72(p).

          In the event a default is not cured within the grace period, the
          Administrator may direct the Trustee to report the outstanding
          principal balance of the loan and accrued interest thereon as a
          taxable distribution to the Participant. As soon as a Plan withdrawal
          or distribution to such Participant would otherwise be permitted, the
          Administrator may instruct the Trustee to execute upon its security
          interest in the Participant's Account by distributing the note to the
          Participant.

          Prior to January 1, 1997, a loan is treated as a default if scheduled
          loan payments are more than 90 days late. A Participant shall then
          have 30 days from the time he or she receives written notice of the
          default and a demand for past due amounts to cure the default before
          it becomes final.

          In the event of default, the Administrator may direct the Trustee to
          report the outstanding principal balance of the loan and accrued
          interest thereon as a taxable distribution. As soon as a Plan
          withdrawal or distribution to such Participant would otherwise be
          permitted, the Administrator may instruct the Trustee to execute upon
          its security interest in the Participant's Account by distributing the
          note to the Participant.

     9.13 Call Feature

          The Administrator shall have the right to call any Participant loan
          once a Participant's employment with all Related Companies has
          terminated or if the Plan is terminated.

                                       31

<PAGE>

10   IN-SERVICE WITHDRAWALS

     10.1 In-Service Withdrawals Permitted

          In-service withdrawals to a Participant who is an Employee are
          permitted pursuant to the terms and conditions set forth in this
          Section and pursuant to the terms and conditions set forth in Section
          11 with regard to an in-service withdrawal made in accordance with a
          Participant's Required Beginning Date.

     10.2 In-Service Withdrawal Application and Notice

          A Participant shall apply for any in-service withdrawal in such manner
          and with such advance notice as prescribed by the Administrator. The
          Participant shall be provided the notice prescribed by Code section
          402(f).

          Code sections 401(a)(11) and 417 do not apply to in-service
          withdrawals under the Plan as described in this Section. Effective for
          Plan Years beginning after December 31, 1996, an in-service withdrawal
          may therefore commence less than 30 days after the aforementioned
          notice is provided, if:

          (a)  the Participant is clearly informed that he or she has the right
               to a period of at least 30 days after receipt of such notice to
               consider his or her option to elect or not elect a Direct
               Rollover for all or a portion, if any, of his or her in-service
               withdrawal which shall constitute an Eligible Rollover
               Distribution; and

          (b)  the Participant after receiving such notice, affirmatively elects
               a Direct Rollover for all or a portion, if any, of his or her
               in-service withdrawal which shall constitute an Eligible Rollover
               Distribution or alternatively elects to have all or a portion
               made payable directly to him or her, thereby not electing a
               Direct Rollover for all or a portion thereof.

     10.3 Spousal Consent

          A Participant is required to obtain Spousal Consent in order to
          receive an in-service withdrawal under the Plan.

     10.4 In-Service Withdrawal Approval

          The Administrator is responsible for determining that an in-service
          withdrawal request conforms to the requirements described in this
          Section and granting such request.

     10.5 Minimum Amount, Payment Form and Medium

          The minimum amount for any type of in-service withdrawal is $1,000.

          The form of payment for an in-service withdrawal shall be a single
          lump sum and payment shall be made in cash. With regard to the portion
          of an in-service withdrawal representing an Eligible Rollover
          Distribution, a Participant may elect a Direct Rollover for all or a
          portion of such amount.

                                       32

<PAGE>

     10.6 Source and Timing of In-Service Withdrawal Funding

          An in-service withdrawal to a Participant shall be made solely from
          the assets of his or her own Account and shall be based on the Account
          values as of the Trade Date the in-service withdrawal is processed.
          The available assets shall be determined first by Account type and
          then within each Account used for funding an in-service withdrawal,
          amounts shall be taken from each Investment Fund in direct proportion
          to the market value of the Participant's interest in each Investment
          Fund (which excludes his or her Loan Account balance) as of the Trade
          Date on which the in-service withdrawal is processed.

          The in-service withdrawal shall be funded on the Settlement Date
          following the Trade Date as of which the in-service withdrawal is
          processed.

     10.7 Hardship Withdrawals

          (a)  Requirements. A Participant who is an Employee may request the
               withdrawal of up to the amount necessary to satisfy a financial
               need including amounts necessary to pay any federal, state or
               local income taxes or penalties reasonably anticipated to result
               from the withdrawal. Only requests for withdrawals (1) on account
               of a Participant's "Deemed Financial Need" or "Demonstrated
               Financial Need", and (2) which are "Deemed Necessary" to satisfy
               the financial need shall be approved.

          (b)  "Deemed Financial Need". An immediate and heavy financial need
               relating to:

               (1)  the payment of unreimbursable medical expenses described
                    under Code section 213(d) incurred (or to be incurred) by
                    the Employee, his or her spouse or dependents;

               (2)  the purchase (excluding mortgage payments) of the Employee's
                    principal residence;

               (3)  the payment of unreimbursable tuition, related educational
                    fees and room and board for up to the next 12 months of
                    post-secondary education for the Employee, his or her spouse
                    or dependents;

               (4)  the payment of amounts necessary for the Employee to prevent
                    losing his or her principal residence through eviction or
                    foreclosure on the mortgage; or

               (5)  any other circumstance specifically permitted under Code
                    section 401(k)(2)(B)(i)(IV).

          (c)  "Demonstrated Financial Need". Effective October 23, 1997, a
               determination by the Administrator that an immediate and heavy
               financial need exists relating to:

                                       33

<PAGE>

               (1)  a sudden and unexpected illness or accident to the Employee
                    or his or her spouse or dependents;

               (2)  the loss, due to casualty, of the Employee's property other
                    than nonessential property (such as a boat or a television);
                    or

               (3)  some other similar extraordinary and unforeseeable
                    circumstances arising as a result of events beyond the
                    control of the Employee.

          (d)  "Deemed Necessary". A withdrawal is "deemed necessary" to satisfy
               the financial need only if the withdrawal amount does not exceed
               the financial need and all of these conditions are met:

               (1)  the Employee has obtained all possible withdrawals (other
                    than hardship withdrawals) and nontaxable loans available
                    from the Plan and all other plans maintained by Related
                    Companies;

               (2)  the Administrator shall suspend the Employee from making any
                    contributions to the Plan and all other qualified and
                    nonqualified plans of deferred compensation and all stock
                    option or stock purchase plans maintained by Related
                    Companies for 12 months from the date the withdrawal payment
                    is made; and

               (3)  the Administrator shall reduce the Contribution Dollar Limit
                    for the Employee with regard to the Plan and all other plans
                    maintained by Related Companies, for the calendar year next
                    following the calendar year of the withdrawal by the amount
                    of the Employee's 401(k) Deferral Contributions for the
                    calendar year of the withdrawal.

          (e)  Account Sources and Funding Order. All available amounts must
               first be withdrawn from a Participant's Employee Account. The
               remaining withdrawal amount shall come from the following of the
               Participant's fully vested Accounts:

                    Rollover Account
                    Company Match (Pre-7/5/96) Account
                    Company Match Account
                    Co. Profit Sharing (Pre-7/5/96) Account
                    Co. Profit Sharing Account
                    401(k) Deferral Account

               The amount that may be withdrawn from a Participant's 401(k)
               Deferral Account shall not include any earnings credited to his
               or her 401(k) Deferral Account after the start of the first Plan
               Year beginning after December 31, 1988.

          (f)  Permitted Frequency. Effective August 1, 1999, the maximum number
               of Hardship withdrawals permitted to a Participant in any
               three-month period is one.

                                       34

<PAGE>

          (g)  Suspension from Further Contributions. Upon making a Hardship
               withdrawal, a Participant may not make additional 401(k) Deferral
               Contributions (or additional contributions to all other qualified
               and nonqualified plans of deferred compensation and all stock
               option or stock purchase plans maintained by Related Companies)
               for a period of 12 months from the date the withdrawal payment is
               made.

     10.8 Employee Account Withdrawals

          (a)  Requirements. A Participant who is an Employee may withdraw from
               the Accounts listed in paragraph (b) below.

          (b)  Account Sources and Funding Order. The withdrawal amount shall
               come from a Participant's Employee Account.

          (c)  Permitted Frequency. The maximum number of Employee Account
               withdrawals permitted to a Participant in any three-month period
               is one.

          (d)  Suspension from Further Contributions. An Employee Account
               withdrawal shall not affect a Participant's ability to make or be
               eligible to receive further Contributions.

     10.9 Rollover Account Withdrawals

          (a)  Requirements. A Participant who is an Employee may withdraw from
               the Accounts listed in paragraph (b) below.

          (b)  Account Sources and Funding Order. The withdrawal amount shall
               come from a Participant's Rollover Account.

          (c)  Permitted Frequency. The maximum number of Rollover Account
               withdrawals permitted to a Participant in any three-month period
               is one.

          (d)  Suspension from Further Contributions. A Rollover Account
               withdrawal shall not affect a Participant's ability to make or be
               eligible to receive further Contributions.

     10.10 Over Age 59 1/2 Withdrawals

          (a)  Requirements. A Participant who is an Employee and over age 59
               1/2 may withdraw from the Accounts listed in paragraph (b) below.

          (b)  Account Sources and Funding Order. The withdrawal amount shall
               come from the following of the Participant's fully vested
               Accounts:

                    Rollover Account
                    401(k) Deferral Account
                    Company Match Account
                    Company Match (Pre-7/5/96) Account
                    Co. Profit Sharing Account
                    Co. Profit Sharing (Pre-7/5/96) Account

                                       35

<PAGE>

                    Employee Account
                    Compliance Account

          (c)  Permitted Frequency. The maximum number of Over Age 59 1/2
               withdrawals permitted to a Participant in any three-month period
               is one.

          (d)  Suspension from Further Contributions. An Over Age 59 1/2
               withdrawal shall not affect a Participant's ability to make or be
               eligible to receive further Contributions.

                                       36

<PAGE>

11   DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A PARTICIPANT'S REQUIRED
     BEGINNING DATE

     11.1 Benefit Information, Notices and Election

          A Participant, or his or her Beneficiary in the case of his or her
          death, shall be provided with information regarding all optional times
          and forms of distribution available under the Plan, including the
          notices prescribed by Code sections 402(f) and 411(a)(11). Subject to
          the other requirements of this Section, a Participant, or his or her
          Beneficiary in the case of his or her death, may elect, in such manner
          and with such advance notice as prescribed by the Administrator, to
          have his or her vested Account balance distributed beginning upon any
          Settlement Date following the Participant's termination of employment
          with all Related Companies and a reasonable period of time during
          which the Administrator shall process, and inform the Trustee of, the
          Participant's termination or, if earlier, at the time of the
          Participant's Required Beginning Date.

          Notwithstanding, if a Participant's termination of employment with all
          Related Companies does not constitute a separation from service for
          purposes of Code section 401(k)(2)(B)(i)(I) or otherwise constitute an
          event set forth under Code section 401(k)(10)(A)(ii) or (iii) as
          described in Section 17.3, the portion of a Participant's Account
          subject to the distribution rules of Code section 401(k) may not be
          distributed until such time as he or she separates from service for
          purposes of Code section 401(k)(2)(B)(i)(I) or, if earlier, upon such
          other event as described in Code section 401(k)(2)(B) and as provided
          for in the Plan.

          A distribution may commence less than 30 days, but more than seven
          days (if such distribution is one to which Code sections 401(a)(11)
          and 417 apply), after the aforementioned notices are provided, if:

          (a)  the Participant is clearly informed that he or she has the right
               to a period of at least 30 days after receipt of such notices to
               consider the decision as to whether to elect a distribution and
               if so to elect a particular form of distribution and to elect or
               not elect a Direct Rollover for all or a portion, if any, of his
               or her distribution which constitutes an Eligible Rollover
               Distribution; and

          (b)  the Participant after receiving such notices, affirmatively
               elects a distribution and a Direct Rollover for all or a portion,
               if any, of his or her distribution which constitutes an Eligible
               Rollover Distribution or alternatively elects to have all or a
               portion made payable directly to him or her, thereby not electing
               a Direct Rollover for all or a portion thereof; and

          (c)  if such distribution is one to which Code sections 401(a)(11) and
               417 apply, the Participant's election includes Spousal Consent.

     11.2 Spousal Consent

          A Participant is required to obtain Spousal Consent in order to
          receive a distribution under the Plan.

                                       37

<PAGE>

     11.3 Payment Form and Medium

          A Participant may elect to be paid in any of these forms:

          (a)  a single lump sum,

          (b)  a portion paid in a lump sum, and the remainder paid later,

          (c)  periodic installments over a period not to exceed the life
               expectancy of the Participant and his or her Beneficiary, or

          (d)  for a single Participant, a single life annuity and for a married
               Participant, a joint and 50% survivor annuity with his or her
               spouse as the joint annuitant.

          Any annuity option permitted shall be provided through the purchase of
          a non-transferable single premium contract from an insurance company
          which must conform to the terms of the Plan and which shall be
          distributed to the Participant or Beneficiary in complete satisfaction
          of the benefit due.

          Distributions other than annuity contracts shall be made in cash,
          except to the extent a distribution consists of a loan call as
          described in Section 9. With regard to the portion of a distribution
          representing an Eligible Rollover Distribution, a Distributee may
          elect a Direct Rollover for all or a portion of such amount.

     11.4 Source and Timing of Distribution Funding

          A distribution to a Participant shall be made solely from the assets
          of his or her own Account and shall be based on the Account values as
          of the Trade Date the distribution is processed. The available assets
          shall be determined first by Account type and then within each Account
          used for funding a distribution, amounts shall be taken from each
          Investment Fund in direct proportion to the market value of the
          Participant's interest in each Investment Fund as of the Trade Date on
          which the distribution is processed.

          The distribution shall be funded on the Settlement Date following the
          Trade Date as of which the distribution is processed.

     11.5 Deemed Distribution

          For purposes of Section 8.4, if at the time a Participant is
          determined to be a Terminated Participant, his or her vested Account
          balance attributable to Accounts subject to vesting as described in
          Section 8, is zero, his or her vested Account balance shall be deemed
          distributed as of the Settlement Date following the date on which he
          or she is determined to be a Terminated Participant.

     11.6 Latest Commencement Period

          In addition to any other Plan requirements and unless a Participant
          elects otherwise, his or her benefit payments shall begin not later
          than 60 days after the end of the Plan Year in which he or she attains
          his or her Normal Retirement

                                       38

<PAGE>

          Date or retires, whichever is later. However, if the amount of the
          payment or the location of the Participant (after a reasonable search)
          cannot be ascertained by that deadline, payment shall be made no later
          than 60 days after the earliest date on which such amount or location
          is ascertained but in no event later than the Participant's Required
          Beginning Date. A Participant's failure to elect in such manner as
          prescribed by the Administrator to have his or her vested Account
          balance distributed, shall be deemed an election by the Participant to
          defer his or her distribution but in no event shall his or her benefit
          payments commence later than his or her Required Beginning Date.

          With regard to a Participant who is an Employee and who commenced
          benefit payments in accordance with Code section 401(a)(9) as in
          effect prior to January 1, 1997, and who is not a 5% Owner, he or she
          may, but is not required to, discontinue such benefit payments until
          he or she is otherwise required to again commence benefit payments in
          accordance with Code section 401(a)(9) as in effect for calendar years
          commencing after December 31, 1996. A Participant who elects to
          discontinue such benefit payments in accordance with the preceding
          sentence shall thereby render his or her existing payment election
          and, if applicable, any Spousal Consent to such election, as void and
          a new election including, if applicable, Spousal Consent to such new
          election, shall be required subject to the provisions of Section 11 at
          the time he or she is required to again commence benefit payments in
          accordance with Code section 401(a)(9) as in effect for calendar years
          commencing after December 31, 1996.

          If benefit payments cannot begin at the time required because the
          location of the Participant cannot be ascertained (after a reasonable
          search), the Administrator may, at any time thereafter, treat such
          person's Account as forfeited subject to the provisions of Section
          16.6.

     11.7 Payment Within Life Expectancy

          The Participant's payment election must be consistent with the
          requirement of Code section 401(a)(9) that all payments are to be
          completed within a period not to exceed the lives or the joint and
          last survivor life expectancy of the Participant and his or her
          Beneficiary. The life expectancies of a Participant and his or her
          Beneficiary may not be recomputed annually.

     11.8 Incidental Benefit Rule

          The Participant's payment election must be consistent with the
          requirement that, if the Participant's spouse is not his or her sole
          primary Beneficiary, the minimum annual distribution for each calendar
          year, beginning with the calendar year preceding the calendar year
          that includes the Participant's Required Beginning Date, shall not be
          less than the quotient obtained by dividing (a) the Participant's
          vested Account balance as of the last Trade Date of the preceding year
          by (b) the applicable divisor as determined under the incidental
          benefit requirements of Code section 401(a)(9).

     11.9 Payment to Beneficiary

                                       39

<PAGE>

          Payment to a Beneficiary must either: (1) be completed by the end of
          the calendar year that contains the fifth anniversary of the
          Participant's death or (2) begin by the end of the calendar year that
          contains the first anniversary of the Participant's death and be
          completed within the period of the Beneficiary's life or life
          expectancy, except that:

          (a)  If the Participant dies after his or her Required Beginning Date,
               payment to his or her Beneficiary must be made at least as
               rapidly as provided in the Participant's distribution election;

          (b)  If the surviving spouse is the Beneficiary, payments need not
               begin until the later of (i) the end of the calendar year that
               includes the first anniversary of the Participant's death, or
               (ii) the end of the calendar year in which the Participant would
               have attained age 70 1/2 and must be completed within the
               spouse's life or life expectancy; and

          (c)  If the Participant and the surviving spouse who is the
               Beneficiary die (i) before the Participant's Required Beginning
               Date and (ii) before payments have begun to the spouse, the
               spouse shall be treated as the Participant in applying these
               rules.

     11.10 Beneficiary Designation

          Each Participant may complete a beneficiary designation form
          indicating the Beneficiary who is to receive the Participant's
          remaining Plan interest at the time of his or her death. The
          designation may be changed at any time. However, a Participant's
          spouse shall be the sole primary Beneficiary unless the designation
          includes Spousal Consent for another Beneficiary. If no proper
          designation is in effect at the time of a Participant's death or if
          the Beneficiary does not survive the Participant, the Beneficiary
          shall be, in the order listed, the:

          (a)  Participant's surviving spouse,

          (b)  Participant's children, in equal shares, (or if a child does not
               survive the Participant, and that child leaves issue, the issue
               shall be entitled to that child's share, by right of
               representation) or

          (c)  Participant's estate.

     11.11 QJSA and QPSA Information and Elections

          The following definitions, information and election rules shall apply
          to any Participant who elects payment in the form of an annuity:

          (a)  Annuity Starting Date. The first day of the first period for
               which an amount is payable as an annuity, or, in the case of a
               benefit not payable in the form of an annuity, the first day on
               which all events have occurred which entitle the Participant to
               such benefit. Such date shall be a date no earlier than the
               expiration of the 7-day period that commences the day after the
               information described in the QJSA Information to a Participant
               paragraph below is provided to the Participant.

                                       40

<PAGE>

          (b)  "QJSA". A qualified joint and survivor annuity, meaning for a
               married Participant, a form of benefit payment which is the
               actuarial equivalent of the Participant's vested Account balance
               at the Annuity Starting Date, payable to the Participant in
               monthly payments for life and providing that, if the
               Participant's spouse survives him or her, monthly payments equal
               to 50% of the amount payable to the Participant during his or her
               lifetime shall be paid to the spouse for the remainder of such
               person's lifetime and for a single Participant, a form of benefit
               payment which is the actuarial equivalent of the Participant's
               vested Account balance at the Annuity Starting Date, payable to
               the Participant in monthly payments for life.

          (c)  "QPSA". A qualified pre-retirement survivor annuity, meaning that
               upon the death of a Participant before the Annuity Starting Date,
               the vested portion of the Participant's Account becomes payable
               to the surviving spouse as a life annuity, except to the extent
               of any Loan Account balance, unless Spousal Consent has been
               given to a different Beneficiary or the surviving spouse chooses
               a different form of payment.

          (d)  QJSA Information to a Participant. No more than 90 days before
               the Annuity Starting Date, each Participant shall be given a
               written explanation of (1) the terms and conditions of the QJSA,
               (2) the right to a period of at least 30 days after receipt of
               the written explanation to make an election to waive this form of
               payment and choose an optional form of payment and the effect of
               this election, (3) the right to revoke this election and the
               effect of this revocation, and (4) the need for Spousal Consent.

          (e)  QJSA Election. A Participant may elect, and such election shall
               include Spousal Consent if married, at any time within the 90 day
               period ending on the Annuity Starting Date, to (1) waive the
               right to receive the QJSA and elect an optional form of payment,
               or (2) revoke or change any such election.

          (f)  QPSA Beneficiary Information to a Participant. Upon becoming a
               Participant, and with updates as needed to insure such
               information is accurate and readily available to each Participant
               who is between the ages of 32 and 35, each married Participant
               shall be given written information stating that (1) his or her
               death benefit is payable to his or her surviving spouse, (2) he
               or she may choose that the benefit be paid to a different
               Beneficiary, (3) he or she has the right to revoke or change a
               prior designation and the effects of such revocation or change,
               and (4) the need for Spousal Consent.

          (g)  QPSA Beneficiary Designation by Participant. A married
               Participant may designate, with Spousal Consent, a non-spouse
               Beneficiary at any time after the Participant has been given the
               information in the QPSA Beneficiary Information to Participant
               paragraph above and upon the earlier of (1) the date the
               Participant has terminated employment, or (2) the beginning of
               the Plan Year in which the Participant attains age 35.

                                       41

<PAGE>

          (h)  QPSA Information to a Surviving Spouse. Each surviving spouse
               shall be given a written explanation of (1) the terms and
               conditions of being paid his or her Account balance in the form
               of a single life annuity, (2) the right to make an election to
               waive this form of payment and choose an optional form of payment
               and the effect of this election, and (3) the right to revoke this
               election and the effect of this revocation.

          (i)  QPSA Election by Surviving Spouse. A surviving spouse may elect,
               at any time up to the Annuity Starting Date, to (1) waive the
               right to receive a single life annuity and elect an optional form
               of payment, or (2) revoke or change any such election.

                                       42

<PAGE>

12   ADP AND ACP TESTS

     12.1 Contribution Limitation Definitions

          The following definitions are applicable to this Section 12 (where a
          definition is contained in both Sections 1 and 12, for purposes of
          Section 12 the Section 12 definition shall be controlling):

          (a)  "ACP" or "Average Contribution Percentage". The Average
               Percentage calculated using Contributions allocated to
               Participants as of a date within the Plan Year.

          (b)  "ACP Test". The determination of whether the ACP is in compliance
               with the Basic or Alternative Limitation for a Plan Year (as
               defined in Section 12.2).

          (c)  "ADP" or "Average Deferral Percentage". The Average Percentage
               calculated using Deferrals allocated to Participants as of a date
               within the Plan Year.

          (d)  "ADP Test". The determination of whether the ADP is in compliance
               with the Basic or Alternative Limitation for a Plan Year (as
               defined in Section 12.2).

          (e)  "Average Percentage". The average of the calculated percentages
               (expressed as a percentage to the nearest one-hundredth of one
               percent) for Participants within the specified group. The
               calculated percentage refers to either the "Deferrals" or
               "Contributions" (as defined in this Section) made on each
               Participant's behalf for the Plan Year, divided by his or her
               Compensation for the portion of the Plan Year in which he or she
               was an Eligible Employee while a Participant. (401(k) Deferral
               Contributions to the Plan or comparable contributions to plans of
               Related Companies which shall be refunded solely because they
               exceed the Contribution Dollar Limit are included in the
               percentage for the HCE Group but not for the NHCE Group.)

          (f)  "Contributions" shall include Company Match Contributions. In
               addition, Contributions may include 401(k) Deferral
               Contributions, but only to the extent that (1) the Employer
               elects to use them, (2) they are not used or counted in the ADP
               Test and (3) they otherwise satisfy the requirements as
               prescribed under Code section 401(m) permitting treatment as
               Contributions for purposes of the ACP Test.

          (g)  "Current Year Testing Method". The use of the Plan Year's ADP for
               the Plan Year's NHCE Group for purposes of performing the Plan
               Year's ADP Test and/or the use of the Plan Year's ACP for the
               Plan Year's NHCE Group for purposes of performing the Plan Year's
               ACP Test.

          (h)  "Deferrals" shall include 401(k) Deferral Contributions.

                                       43

<PAGE>

          (i)  "HCE" or "Highly Compensated Employee". For Plan Years commencing
               after December 31, 1996, with respect to all Related Companies,
               an Employee who (in accordance with Code section 414(q)):

               (1)  Was a more than 5% Owner (within the meaning of Code section
                    414(q)(2)) at any time during the Plan Year or the preceding
                    Plan Year; or

               During the preceding Plan Year, received Compensation in excess
               of $80,000 (as adjusted for such Year pursuant to Code sections
               414(q)(1) and 415(d)) and, if elected by the Employer, was in the
               top-paid group of Employees (as defined in section 414(q) of the
               Code).A former Employee shall be treated as an HCE if (1) such
               former Employee was an HCE when he or she separated from service,
               or (2) such former Employee was an HCE in service at any time
               after attaining age 55.

          (j)  "HCE Group" and "NHCE Group". With respect to all Related
               Companies, the respective group of HCEs and NHCEs who are
               eligible to have amounts contributed on their behalf for the
               respective Plan Year, including Employees who would be eligible
               but for their election not to participate or to contribute, or
               because their Pay is greater than zero but does not exceed a
               stated minimum. For Plan Years commencing after December 31,
               1998, with respect to all Related Companies, if the Plan permits
               participation prior to an Eligible Employee's satisfaction of the
               minimum age and service requirements of Code section
               410(a)(1)(A), Eligible Employees who have not met the minimum age
               and service requirements of Code section 410(a)(1)(A) may be
               excluded in the determination of the NHCE Group, but not in the
               determination of the HCE Group, for purposes of (i) the ADP Test,
               if Code section 410(b)(4)(B) is applied in determining whether
               the 401(k) portion of the Plan meets the requirements of Code
               section 410(b), or (ii) the ACP Test, if Code section
               410(b)(4)(B) is applied in determining whether the 401(m) portion
               of the Plan meets the requirements of Code section 410(b).

               (1)  If the Related Companies maintain two or more plans which
                    are subject to the ADP or ACP Test and are considered as one
                    plan for purposes of Code sections 401(a)(4) or 410(b), all
                    such plans shall be aggregated and treated as one plan for
                    purposes of meeting the ADP and ACP Tests, provided that the
                    plans may only be aggregated if they have the same plan
                    year.

               (2)  If an HCE is covered by more than one cash or deferred
                    arrangement, or more than one arrangement permitting
                    employee or matching contributions, maintained by the
                    Related Companies, all such plans shall be aggregated and
                    treated as one plan (other than those plans that may not be
                    permissively aggregated) for purposes of calculating the
                    separate percentage for the HCE which is used in the
                    determination of the Average Percentage; provided, however,
                    that those Deferrals contributed to the plan that are not
                    permitted to be aggregated with the Plan under Treas. Reg.
                    section 1.401(k)-1(b)(3)(ii)(B) and those Contributions

                                       44

<PAGE>

                    contributed to a plan that are not permitted to be
                    aggregated with the Plan under Treas. Reg. section
                    1.401(m)-1(b)(3)(ii) shall be excluded. For purposes of the
                    preceding sentence, if such plans have different plan years,
                    the plans are aggregated with respect to the plan years
                    ending with or within the same calendar year.

          (k)  "Multiple Use Test". The test described in Section 12 which a
               Plan must meet where the Alternative Limitation (described in
               Section 12.2) is used to meet both the ADP and ACP Tests.

          (l)  "NHCE" or "Non-Highly Compensated Employee". An Employee who is
               not an HCE.

          (m)  "Prior Year Testing Method". The use of the preceding Plan Year's
               ADP for the preceding Plan Year's NHCE Group for purposes of
               performing the Plan Year's ADP Test and/or the use of the
               preceding Plan Year's ACP for the preceding Plan Year's NHCE
               Group for purposes of performing the Plan Year's ACP Test.

     12.2 ADP and ACP Tests

          For Plan Years commencing after December 31, 1998, the plan shall be
          deemed to satisfy the ADP and ACP Tests for which the contribution and
          notice requirements of section 401(k)(12) of the Code are satisfied,
          each as more fully described in IRS Notice 98-52 or as may later be
          more fully described or modified by any superseding guidance provided
          by a ruling, notice or other document of general applicability issued
          under the authority of the Commissioner of Internal Revenue.

          For Plan Years commencing before January 1, 1997, for each Plan Year,
          the Current Year Testing Method shall be used and the ADP and ACP for
          the HCE Group must meet either the Basic or Alternative Limitation
          when compared to the respective ADP and ACP for the NHCE Group,
          defined below.

          For Plan Years commencing after December 31, 1996 and before January
          1, 1999, for each Plan Year, the Prior Year Testing Method shall be
          used and the ADP and ACP for the HCE Group must meet either the Basic
          or Alternative Limitation when compared to the respective preceding
          Plan Year's ADP and ACP for the preceding Plan Year's NHCE Group,
          defined as follows:

          (a)  Basic Limitation. The HCE Group Average Percentage may not exceed
               1.25 times the NHCE Group Average Percentage.

          (b)  Alternative Limitation. The HCE Group Average Percentage is
               limited by reference to the NHCE Group Average Percentage as
               follows:

            If the NHCE Group          Then the Maximum HCE
          Average Percentage is:   Group Average Percentage is:
          ----------------------   ----------------------------

               Less than 2%        2 times NHCE Group Average %

                                       45

<PAGE>

                 2% to 8%          NHCE Group Average % plus 2%
               More than 8%        NA - Basic Limitation applies

     12.3 Correction of ADP and ACP Tests for Plan Years Commencing After
          December 31, 1996 and Before January 1, 1999

          For Plan Years commencing after December 31, 1996 and before January
          1, 1999, for each Plan Year, if the ADP or ACP Tests are not met, the
          Administrator shall determine, no later than the end of the next Plan
          Year, a maximum percentage to be used in place of the calculated
          percentage for all HCEs that would reduce the ADP and/or ACP for the
          HCE Group by a sufficient amount to meet the ADP and ACP Tests.

          With regard to each HCE whose Deferral percentage and/or Contribution
          percentage is in excess of the maximum percentage, a dollar amount of
          excess Deferrals and/or excess Contributions shall then be determined
          by (i) subtracting the product of such maximum percentage for the ADP
          and the HCE's Compensation from the HCE's actual Deferrals and (ii)
          subtracting the product of such maximum percentage for the ACP and the
          HCE's Compensation from the HCE's actual Contributions. Such amounts
          shall then be aggregated to determine the total dollar amount of
          excess Deferrals and/or excess Contributions. ADP and/or ACP
          corrections shall be made in accordance with the leveling method as
          described below.

          (a)  ADP Correction. The HCE with the highest Deferral dollar amount
               shall have his or her Deferral dollar amount reduced in an amount
               equal to the lesser of the dollar amount of excess Deferrals for
               all HCEs or the dollar amount that would cause his or her
               Deferral dollar amount to equal that of the HCE with the next
               highest Deferral dollar amount. The process shall be repeated
               until the total of the Deferral dollar amount reductions equals
               the dollar amount of excess Deferrals for all HCEs.

               To the extent an HCE's Deferrals were determined to be reduced as
               described in the paragraph above, 401(k) Deferral Contributions
               shall, by the end of the next Plan Year, be refunded to the HCE,
               except that such amount to be refunded shall be reduced by 401(k)
               Deferral Contributions previously refunded because they exceeded
               the Contribution Dollar Limit. The excess amounts shall first be
               taken from unmatched 401(k) Deferral Contributions and then from
               matched 401(k) Deferral Contributions. Any Company Match
               Contributions attributable to refunded excess 401(k) Deferral
               Contributions as described in this Section, adjusted for
               investment gain or loss for the Plan Year to which the excess
               401(k) Deferral Contributions relate, shall be forfeited and used
               as described in Section 8 or to reduce future Contributions to be
               made by an Employer as soon as administratively feasible.

          (b)  ACP Correction. The HCE with the highest Contribution dollar
               amount shall have his or her Contribution dollar amount reduced
               in an amount equal to the lesser of the dollar amount of excess
               Contributions for all HCEs or the dollar amount that would cause
               his or her Contribution dollar amount to equal that of the HCE
               with the next highest Contribution dollar

                                       46

<PAGE>

               amount. The process shall be repeated until the total of the
               Contribution dollar amount reductions equals the dollar amount of
               excess Contributions for all HCEs.

               To the extent an HCE's Contributions were determined to be
               reduced as described in the paragraph above, Company Match
               Contributions shall, by the end of the next Plan Year, be
               refunded to the HCE to the extent vested, and forfeited and used
               as described in Section 8 or to reduce future Contributions to be
               made by an Employer as soon as administratively feasible to the
               extent such amounts were not vested, as of the end of the Plan
               Year being tested.

          (c)  Investment Fund Sources. Once the amount of excess Deferrals
               and/or Contributions is determined, and with regard to excess
               Contributions, allocated by type of Contribution, within each
               Account from which amounts are refunded or forfeited, amounts
               shall be taken from each Investment Fund in direct proportion to
               the market value of the Participant's interest in each Investment
               Fund (which excludes his or her Loan Account balance) as of the
               Trade Date on which the correction is processed.

     12.4 Multiple Use Test

          Effective for years beginning before January 1, 2002, if the
          Alternative Limitation (defined in Section 12.2) is used to meet both
          the ADP and ACP Tests, the ADP and ACP for the HCE Group must also
          comply with the requirements of Code section 401(m)(9). Such Code
          section requires that the sum of the ADP and ACP for the HCE Group (as
          determined after any corrections needed to meet the ADP and ACP Tests
          have been made) not exceed the sum (which produces the most favorable
          result) of:

          (a)  the Basic Limitation (defined in Section 12.2) applied to either
               the ADP or ACP for the NHCE Group, and

          (b)  the Alternative Limitation applied to the other NHCE Group
               percentage.

     12.5 Correction of Multiple Use Test

          If the multiple use limit is exceeded, the Administrator shall
          determine a maximum percentage to be used in place of the calculated
          percentage for all HCEs that would reduce either or both the ADP or
          ACP for the HCE Group by a sufficient amount to meet the multiple use
          limit. Any excess shall be corrected in the same manner that the
          distribution of excess Deferrals or Contributions are corrected.

     12.6 Adjustment for Investment Gain or Loss

          Any excess Deferrals or Contributions to be refunded to a Participant
          or forfeited in accordance with Section 12.3 or 12.5 shall be adjusted
          for investment gain or loss. Refunds or forfeitures shall not include
          investment gain or loss for the period between the end of the
          applicable Plan Year and the date of distribution.

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<PAGE>

     12.7 Testing Responsibilities and Required Records

          The Administrator shall be responsible for ensuring that the Plan
          meets the ADP Test, the ACP Test and the Multiple Use Test, and that
          the Contribution Dollar Limit is not exceeded. In carrying out its
          responsibilities, the Administrator shall have sole discretion to
          limit or reduce Deferrals or Contributions at any time. The
          Administrator shall maintain records which are sufficient to
          demonstrate that the ADP Test, the ACP Test and the Multiple Use Test,
          have been met for each Plan Year for at least as long as the
          Employer's corresponding tax year is open to audit.

     12.8 Separate Testing

          (a)  Multiple Employers: The determination of HCEs, NHCEs, and the
               performance of the ADP Test, the ACP Test and the Multiple Use
               Test, and any corrective action resulting therefrom, shall be
               made separately with regard to the Employees of each Employer
               (and its Related Companies) that is not a Related Company with
               the other Employer(s).

          (b)  Collective Bargaining Units: The performance of the ADP Test, and
               if applicable, the ACP Test and the Multiple Use Test, and any
               corrective action resulting therefrom, shall be applied
               separately to Employees who are eligible to participate in the
               Plan as a result of a collective bargaining agreement.

          In addition, separate testing may be applied, at the discretion of the
          Administrator and to the extent permitted under Treasury regulations,
          to any group of Employees for whom separate testing is permissible.

                                       48

<PAGE>

13   MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS

     13.1 "Annual Addition" Defined

          The sum for a Plan Year of all (i) contributions (excluding rollover
          contributions) and forfeitures allocated to the Participant's Account
          and his or her account in all other defined contribution plans
          maintained by any Related Company, (ii) amounts allocated to the
          Participant's individual medical account (within the meaning of Code
          section 415(l)(2)) which is part of a defined benefit plan maintained
          by any Related Company, and (iii) if the Participant is a key employee
          (within the meaning of Code section 419A(d)(3)) for the applicable or
          any prior Plan Year, amounts attributable to post-retirement medical
          benefits allocated to his or her separate account under a welfare
          benefit fund (within the meaning of Code section 419(e)) maintained by
          any Related Company. The Plan Year refers to the year to which the
          allocation pertains, regardless of when it was allocated. The Plan
          Year shall be the Code section 415 limitation year.

     13.2 Maximum Annual Addition

          A Participant's Annual Addition for any Plan Year shall not exceed the
          lesser of (i) 25% of his or her Taxable Income or (ii) $30,000 (as
          adjusted for cost of living increases pursuant to Code section
          415(d)); provided, however, that clause (i) shall not apply to Annual
          Additions described in clauses (ii) and (iii) of Section 13.1 and
          except that for Plan Years commencing after December 31, 1997,
          "Compensation" shall be substituted for the preceding reference to
          "Taxable Income" (i) 25% of his or her Compensation or (ii) $30,000
          (as adjusted for cost of living increases pursuant to Code section
          415(d)); provided, however, that clause (i) shall not apply to Annual
          Additions described in clauses (ii) and (iii) of Section 13.1.

          If the Code section 415 limitation year consists of fewer than 12
          months, the dollar limitation in (ii) above shall be the otherwise
          applicable limit for such limitation year multiplied by a fraction,
          the numerator of which is the number of months in the short limitation
          year and the denominator of which is 12.

     13.3 Avoiding an Excess Annual Addition

          If, at any time during a Plan Year, the allocation of any additional
          Contributions would produce an excess Annual Addition for such year,
          Contributions to be made for the remainder of the Plan Year shall be
          limited to the amount needed for each affected Participant to receive
          the maximum Annual Addition.

     13.4 Correcting an Excess Annual Addition

          Upon the discovery of an excess Annual Addition to a Participant's
          Account (resulting from forfeitures, allocations, reasonable error in
          determining Participant compensation or the amount of elective
          contributions), or other facts and circumstances acceptable to the
          Internal Revenue Service), the excess amount (adjusted to reflect
          investment gains) shall first be returned to the Participant to the
          extent of his or her 401(k) Deferral Contributions (however to the
          extent 401(k) Deferral Contributions were matched, the applicable
          Company

                                       49

<PAGE>

          Match Contributions shall be forfeited in proportion to the returned
          matched 401(k) Deferral Contributions) and the remaining excess, if
          any, shall be forfeited by the Participant and used as described in
          Section 8.5 or to reduce Contributions made by an Employer as soon as
          administratively feasible.

     13.5 Correcting a Multiple Plan Excess

          If a Participant, whose Account is credited with an excess Annual
          Addition, received allocations to more than one defined contribution
          plan, the excess shall be corrected by reducing the Annual Addition to
          the Plan only after all possible reductions have been made to the
          other defined contribution plans.

     13.6 Combined Plan Limits and Correction

          For Plan Years beginning before January 1, 2000, if a Participant has
          also participated in a defined benefit plan maintained by a Related
          Company, the sum of the defined benefit fraction (as defined in Code
          section 415(e)(2) for the applicable period) and the defined
          contribution fraction (as defined in Code section 415(e)(3) for the
          applicable period) for any Plan Year may not exceed 1.0. If the
          combined fraction exceeds 1.0 for any Plan Year, the Participant's
          benefit under any defined benefit plan (to the extent it has not been
          distributed or used to purchase an annuity contract) shall be limited
          so that the combined fraction does not exceed 1.0 before any defined
          contribution limits shall be enforced.

                                       50

<PAGE>

14   TOP HEAVY RULES

     14.1 Top Heavy Definitions

          When capitalized, the following words and phrases have the following
          meanings when used in this Section:

          (a)  "Aggregation Group". The group consisting of each qualified plan
               of an Employer (and its Related Companies) (1) in which a Key
               Employee is a participant or was a participant during the
               determination period (regardless of whether such plan has
               terminated), or (2) which enables another plan in the group to
               meet the requirements of Code sections 401(a)(4) or 410(b). The
               Employer may also treat any other qualified plan as part of the
               group if the group would continue to meet the requirements of
               Code sections 401(a)(4) and 410(b) with such plan being taken
               into account.

          (b)  "Determination Date". The last Trade Date of the preceding Plan
               Year or, in the case of the Plan's first year, the last Trade
               Date of the first Plan Year.

          (c)  "Key Employee". A current or former Employee (or his or her
               Beneficiary) who at any time during the five year period ending
               on the Determination Date was:

               (1)  an officer of a Related Company whose Compensation (i)
                    exceeds 50% of the amount in effect under Code section
                    415(b)(1)(A) and (ii) places him within the following
                    highest paid group of officers:

                      Number of Employees               Number of
                    not Excluded Under Code           Highest Paid
                       Section 414(q)(8)            Officers Included
                    -----------------------         -----------------

                         Less than 30                       3
                           30 to 500              10% of the number of
                                                 Employees not excluded
                                              under Code section 414(q)(8)
                         More than 500                     50

               (2)  a more than 5% Owner,

               (3)  a more than 1% Owner whose Compensation exceeds $150,000, or

               (4)  a more than 0.5% Owner who is among the 10 Employees owning
                    the largest interest in a Related Company and whose
                    Compensation exceeds the amount in effect under Code section
                    415(c)(1)(A).

          (d)  "Plan Benefit". The sum as of the Determination Date of (1) an
               Employee's Account, (2) the present value of his or her other
               accrued

                                       51

<PAGE>

               benefits provided by all qualified plans within the Aggregation
               Group, and (3) the aggregate distributions made within the five
               year period ending on such date. Plan Benefits shall exclude
               rollover contributions and plan to plan transfers made after
               December 31, 1983 which are both employee initiated and from a
               plan maintained by a non-related employer.

          (e)  "Top Heavy". The Plan's status when the Plan Benefits of Key
               Employees account for more than 60% of the Plan Benefits of all
               Employees who have performed services at any time during the five
               year period ending on the Determination Date. The Plan Benefits
               of Employees who were, but are no longer, Key Employees (because
               they have not been an officer or Owner during the five year
               period), are excluded in the determination.

     14.2 Special Contributions

          (a)  Minimum Contribution Requirement. For each Plan Year in which the
               Plan is Top Heavy, the Employer shall not allow any contributions
               (other than a Rollover Contribution from a plan maintained by a
               non- related employer) to be made by or on behalf of any Key
               Employee unless the Employer makes a contribution (other than
               contributions made by an Employer in accordance with a
               Participant's salary deferral election or contributions made by
               an Employer based upon the amount contributed by a Participant)
               on behalf of all Participants who were Eligible Employees as of
               the last day of the Plan Year in an amount equal to at least 3%
               of each such Participant's Taxable Income. The Administrator
               shall remove any such contributions (including applicable
               investment gain or loss) credited to a Key Employee's Account in
               violation of the foregoing rule and return them to the Employer
               or Employee to the extent permitted by the Limited Return of
               Contributions paragraph of Section 17.

          (b)  Overriding Minimum Benefit. Notwithstanding, contributions shall
               be permitted on behalf of Key Employees if the Employer also
               maintains a defined benefit plan which automatically provides a
               benefit which satisfies the Code section 416(c)(1) minimum
               benefit requirements, including the adjustment provided in Code
               section 416(h)(2)(A), if applicable. If the Plan is part of an
               aggregation group in which a Key Employee is receiving a benefit
               and no minimum is provided in any other plan, a minimum
               contribution of at least 3% Taxable Income shall be provided to
               the Participants specified in the preceding paragraph. In
               addition, the Employer may offset a defined benefit minimum by
               contributions (other than contributions made by an Employer in
               accordance with a Participant's salary deferral election or
               contributions made by an Employer based upon the amount
               contributed by a Participant) made to the Plan. Except that for
               Plan Years commencing after December 31, 1997, "Compensation"
               shall be substituted for the preceding references to "Taxable
               Income".

     14.3 Special Vesting

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<PAGE>

          If the Plan becomes Top Heavy after the Effective Date, vesting for
          all Employees shall thereafter be accelerated to the extent the
          following vesting schedule produces a greater vested percentage for
          the Employee than the normal vesting schedule at any relevant time:

          Years of Vesting            Vested
                 Service            Percentage
          -----------------------   ----------

               Less than 2               0%
            2 but less than 3           20%
            3 but less than 4           40%
            4 but less than 5           60%
            5 but less than 6           80%
                6 or more              100%

     14.4 Adjustment to Combined Limits for Different Plans

          For each Plan Year beginning before January 1, 2000 in which the Plan
          is Top Heavy, 100% shall be substituted for 125% in determining the
          defined benefit fraction and the defined contribution faction.

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<PAGE>

15   PLAN ADMINISTRATION

     15.1 Plan Delineates Authority and Responsibility

          Plan fiduciaries include the Company, the Administrator, the Committee
          and/or the Trustee, as applicable, whose specific duties are
          delineated in the Plan and any separate trust agreement between the
          Company and the Trustee. In addition, Plan fiduciaries also include
          any other person to whom fiduciary duties or responsibilities are
          delegated with respect to the Plan. Any person or group may serve in
          more than one fiduciary capacity with respect to the Plan. To the
          extent permitted under ERISA section 405, no fiduciary shall be liable
          for a breach by another fiduciary.

     15.2 Fiduciary Standards

          Each fiduciary shall:

          (a)  discharge his or her duties in accordance with the Plan and Trust
               to the extent they are consistent with ERISA;

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

          (c)  act with the exclusive purpose of providing benefits to
               Participants and their Beneficiaries, and defraying reasonable
               expenses of administering the Plan;

          (d)  diversify Plan investments, to the extent such fiduciary is
               responsible for directing the investment of Plan assets, so as to
               minimize the risk of large losses, unless under the circumstances
               it is clearly prudent not to do so; and

          (e)  treat similarly situated Participants and Beneficiaries in a
               uniform and nondiscriminatory manner.

     15.3 Company is ERISA Plan Administrator

          The Company is the plan administrator, within the meaning of ERISA
          section 3(16), which is responsible for compliance with all reporting
          and disclosure requirements, except those that are explicitly the
          responsibility of the Trustee under applicable law. The Administrator
          and/or Committee shall have any necessary authority to carry out such
          functions through the actions of the Administrator, duly appointed
          officers of the Company, and/or the Committee.

     15.4 Administrator Duties

          The Administrator shall have the discretionary authority to construe
          the Plan, and to do all things necessary or convenient to effect the
          intent and purposes thereof, whether or not such powers are
          specifically set forth in the Plan and Trust. Actions taken in good
          faith by the Administrator shall be conclusive and binding

                                       54

<PAGE>

          on all interested parties, and shall be given the maximum possible
          deference allowed by law. In addition to the duties listed elsewhere
          in the Plan and Trust, the Administrator's authority shall include,
          but not be limited to, the discretionary authority to:

          (a)  determine who is eligible to participate, if a contribution
               qualifies as a rollover contribution, the allocation of
               Contributions, and the eligibility for loans, in-service
               withdrawals and distributions;

          (b)  provide each Participant with a summary plan description no later
               than 90 days after he or she has become a Participant (or such
               other period permitted under ERISA section 104(b)(1)), as well as
               informing each Participant of any material modification to the
               Plan in a timely manner;

          (c)  make a copy of the following documents available to Participants
               during normal work hours: the Plan and Trust (including
               subsequent amendments), all annual and interim reports of the
               Trustee related to the entire Plan, the latest annual report and
               the summary plan description;

          (d)  determine the fact of a Participant's death and of any
               Beneficiary's right to receive the deceased Participant's
               interest based upon such proof and evidence as it deems
               necessary;

          (e)  establish and review at least annually a funding policy bearing
               in mind both the short-run and long-run needs and goals of the
               Plan and to the extent Participants may direct their own
               investments, the funding policy shall focus on which Investment
               Funds are available for Participants to use; and

          (f)  adjudicate claims pursuant to the claims procedure described in
               Section 17.

     15.5 Advisors May be Retained

          The Administrator may retain such agents and advisors (including
          attorneys, accountants, actuaries, consultants, record keepers,
          investment counsel and administrative assistants) as it considers
          necessary to assist it in the performance of its duties. The
          Administrator shall also comply with the bonding requirements of ERISA
          section 412.

     15.6 Delegation of Administrator Duties

          The Company, as Administrator of the Plan, may appoint a Committee to
          administer the Plan on its behalf. The Company shall provide the
          Trustee with the names and specimen signatures of any persons
          authorized to serve as Committee members and act as or on its behalf.
          Any Committee member appointed by the Company shall serve at the
          pleasure of the Company, but may resign by written notice to the
          Company. Committee members shall serve without compensation from the
          Plan for such services. Except to the extent that the Company
          otherwise provides, any delegation of duties to a Committee shall

                                       55

<PAGE>

          carry with it the full discretionary authority of the Administrator to
          complete such duties.

     15.7 Committee Operating Rules

          (a)  Actions of Majority. Any act delegated by the Company to the
               Committee may be done by a majority of its members. The majority
               may be expressed by a vote at a meeting or in writing without a
               meeting, and a majority action shall be equivalent to an action
               of all Committee members.

          (b)  Meetings. The Committee shall hold meetings upon such notice,
               place and times as it determines necessary to conduct its
               functions properly.

          (c)  Reliance by Trustee. The Committee may authorize one or more of
               its members to execute documents on its behalf and may authorize
               one or more of its members or other individuals who are not
               members to give written direction to the Trustee in the
               performance of its duties. The Committee shall provide such
               authorization in writing to the Trustee with the name and
               specimen signatures of any person authorized to act on its
               behalf.

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<PAGE>

16   RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION

     16.1 Plan Does Not Affect Employment Rights

          The Plan does not provide any employment rights to any Employee. The
          Employer expressly reserves the right to discharge an Employee at any
          time, with or without cause, without regard to the effect such
          discharge would have upon the Employee's interest in the Plan.

     16.2 Compliance With USERRA

          Notwithstanding any provision of the Plan to the contrary, effective
          October 13, 1996, with regard to an Employee who after serving in the
          uniformed services is reemployed on or after December 12, 1994, within
          the time required by USERRA, contributions shall be made and benefits
          and service credit shall be provided under the Plan with respect to
          his or her qualified military service (as defined in Code section
          414(u)(5)) in accordance with Code section 414(u). Furthermore,
          notwithstanding any provision of the Plan to the contrary, Participant
          loan payments may be suspended during a period of qualified military
          service.

     16.3 Limited Return of Contributions

          Except as provided in this paragraph, (1) Plan assets shall not revert
          to the Employer nor be diverted for any purpose other than the
          exclusive benefit of Participants or their Beneficiaries; and (2) a
          Participant's vested interest shall not be subject to divestment. As
          provided in ERISA section 403(c)(2), the actual amount of a
          Contribution made by the Employer (or the current value of the
          Contribution if a net loss has occurred) may revert to the Employer
          if:

          (a)  such Contribution is made by reason of a mistake of fact;

          (b)  initial qualification of the Plan under Code section 401(a) is
               not received and a request for such qualification is made within
               the time prescribed under Code section 401(b) (the existence of
               and Contributions under the Plan are hereby conditioned upon such
               qualification); or

          (c)  such Contribution is not deductible under Code section 404 (such
               Contributions are hereby conditioned upon such deductibility) in
               the taxable year of the Employer for which the Contribution is
               made.

          The reversion to the Employer must be made (if at all) within one year
          of the mistaken payment of the Contribution, the date of denial of
          qualification, or the date of disallowance of deduction, as the case
          may be. A Participant shall have no rights under the Plan with respect
          to any such reversion.

     16.4 Assignment and Alienation

                                       57

<PAGE>

          As provided by Code section 401(a)(13) and to the extent not otherwise
          required by law, no benefit provided by the Plan may be anticipated,
          assigned or alienated, except:

          (a)  to create, assign or recognize a right to any benefit with
               respect to a Participant pursuant to a QDRO;

          (b)  to use a Participant's vested Account balance as security for a
               loan from the Plan which is permitted pursuant to Code section
               4975;

          (c)  to satisfy a federal tax levy made pursuant to Code section 6331;
               or

          (d)  subject to the provisions of Code section 401(a)(13), pursuant to
               the terms of a judgment, order, decree or settlement agreement
               between the Participant and the Secretary of Labor or the Pension
               Benefit Guaranty Corporation relating to a violation (or an
               alleged violation) of part 4 of subtitle B or title I of ERISA.

     16.5 Facility of Payment

          If a Plan benefit is due to be paid to a minor or if the Administrator
          reasonably believes that any payee is legally incapable of giving a
          valid receipt and discharge for any payment due him or her, the
          Administrator shall have the payment of the benefit, or any part
          thereof, made to the person (or persons or institution) whom it
          reasonably believes is caring for or supporting the payee, unless it
          has received due notice of claim therefor from a duly appointed
          guardian or conservator of the payee. Any payment shall to the extent
          thereof, be a complete discharge of any liability under the Plan to
          the payee.

     16.6 Reallocation of Lost Participant's Accounts

          If the Administrator cannot locate a person entitled to payment of a
          Plan benefit after a reasonable search, the Administrator may at any
          time thereafter treat such person's Account as forfeited and use such
          amount as described in Section 8.5 or to reduce Contributions made by
          an Employer as soon as administratively feasible. If such person
          subsequently presents the Administrator with a valid claim for the
          benefit, such person shall be paid the amount treated as forfeited,
          plus the interest that would have been earned had the amount been
          invested in the Investment Fund provided for in Section 7.4 to the
          date of determination. The Administrator shall pay the amount through
          an additional amount contributed by the Employer or direct the Trustee
          to pay the amount from the Forfeiture Account.

     16.7 Claims Procedure

          (a)  Right to Make Claim. An interested party who disagrees with the
               Administrator's determination of his or her right to Plan
               benefits must

                                       58

<PAGE>

               submit a written claim and exhaust this claim procedure before
               legal recourse of any type is sought. The claim must include the
               important issues the interested party believes support the claim.
               The Administrator, pursuant to the authority provided in the
               Plan, shall either approve or deny the claim.

          (b)  Process for Denying a Claim. The Administrator's partial or
               complete denial of an initial claim must include an
               understandable, written response covering (1) the specific
               reasons why the claim is being denied (with reference to the
               pertinent Plan provisions) and (2) the steps necessary to perfect
               the claim and obtain a final review.

          (c)  Appeal of Denial and Final Review. The interested party may make
               a written appeal of the Administrator's initial decision, and the
               Administrator shall respond in the same manner and form as
               prescribed for denying a claim initially.

     16.8 Construction

          Headings are included for reading convenience. The text shall control
          if any ambiguity or inconsistency exists between the headings and the
          text. The singular and plural shall be interchanged wherever
          appropriate. References to Participant shall include Beneficiary when
          appropriate and even if not otherwise already expressly stated.

     16.9 Jurisdiction and Severability

          Effective July 5, 1996, the Plan and Trust shall be construed,
          regulated and administered under ERISA and other applicable federal
          laws and, where not otherwise preempted, by the laws of the State of
          New Jersey. Effective January 1, 1998, the Plan and Trust shall be
          construed, regulated and administered under ERISA and other applicable
          federal laws and, where not otherwise preempted, by the laws of the
          State of New Jersey. If any provision of the Plan and Trust shall
          become invalid or unenforceable, that fact shall not affect the
          validity or enforceability of any other provision of the Plan and
          Trust. All provisions of the Plan and Trust shall be so construed as
          to render them valid and enforceable in accordance with their intent.

     16.10 Indemnification by Employer

          The Employers hereby agree to indemnify all Plan fiduciaries against
          any and all liabilities resulting from any action or inaction,
          (including a Plan termination in which the Company fails to apply for
          a favorable determination from the Internal Revenue Service with
          respect to the qualification of the Plan upon its termination), in
          relation to the Plan or Trust (1) including (without limitation)
          expenses reasonably incurred in the defense of any claim relating to
          the Plan or its assets, and amounts paid in any settlement relating to
          the Plan or its assets, but (2) excluding liability resulting from
          actions or inactions made in bad faith, or resulting from the
          negligence or willful misconduct of the Trustee. The Company

                                       59

<PAGE>

          shall have the right, but not the obligation, to conduct the defense
          of any action to which this Section applies. The Plan fiduciaries are
          not entitled to indemnity from the Plan assets relating to any such
          action.

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<PAGE>

17   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION

     17.1 Amendment

          The Company reserves the right to amend the Plan and Trust at any
          time, to any extent and in any manner it may deem necessary or
          appropriate. The Company (and not the Trustee) shall be responsible
          for adopting any amendments necessary to maintain the qualified status
          of the Plan and Trust under Code sections 401(a) and 501(a). If the
          Committee is acting as the Administrator in accordance with Section
          15.6, it shall have the authority to adopt Plan and Trust amendments
          which have no substantial adverse financial impact upon any Employer
          or the Plan. All interested parties shall be bound by any amendment,
          provided that no amendment shall:

          (a)  become effective unless it has been adopted in accordance with
               the procedures set forth in Section 17.5;

          (b)  except to the extent permissible under ERISA and the Code, make
               it possible for any portion of the Trust assets to revert to an
               Employer or to be used for, or diverted to, any purpose other
               than for the exclusive benefit of Participants and Beneficiaries
               entitled to Plan benefits and to defray reasonable expenses of
               administering the Plan;

          (c)  decrease the rights of any Employee to benefits accrued
               (including the elimination of optional forms of benefits) to the
               date on which the amendment is adopted, or if later, the date
               upon which the amendment becomes effective, except to the extent
               permitted under ERISA and the Code; nor

          (d)  permit an Employee to be paid the balance of his or her 401(k)
               Deferral Account unless the payment would otherwise be permitted
               under Code section 401(k).

     17.2 Merger

          The Plan and Trust may not be merged or consolidated with, nor may its
          assets or liabilities be transferred to, another plan unless each
          Participant and Beneficiary would, if the resulting plan were then
          terminated, receive a benefit just after the merger, consolidation or
          transfer which is at least equal to the benefit which would be
          received if either plan had terminated just before such event.

     17.3 Divestitures

          In the event of a sale by an Employer which is a corporation of: (1)
          substantially all of the Employer's assets used in a trade or business
          to an unrelated corporation, or (2) a sale of such Employer's interest
          in a subsidiary to an unrelated entity or individual, lump sum
          distributions shall be permitted from the Plan, except as provided
          below, to Participants with respect to Employees who continue
          employment with the corporation acquiring such assets or who continue
          employment with such subsidiary, as applicable.

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<PAGE>

          Notwithstanding, distributions shall not be permitted if the purchaser
          agrees, in connection with the sale, to be substituted as the Company
          as the sponsor of the Plan or to accept a transfer of the assets and
          liabilities representing the Participants' benefits into a plan of the
          purchaser or a plan to be established by the purchaser.

     17.4 Plan Termination

          The Company may, at any time and for any reason, terminate the Plan in
          accordance with the procedures set forth in Section 17.5, or
          completely discontinue contributions. Upon either of these events, or
          in the event of a partial termination of the Plan within the meaning
          of Code section 411(d)(3), the Accounts of each affected Employee who
          has not yet incurred a Break in Service shall be fully vested. If no
          successor plan is established or maintained, lump sum distributions
          shall be made in accordance with the terms of the Plan as in effect at
          the time of the Plan's termination or as thereafter amended provided
          that a post-termination amendment shall not be effective to the extent
          that it violates Section 17.1 unless it is required in order to
          maintain the qualified status of the Plan upon its termination. The
          Trustee's and Employer's authority shall continue beyond the Plan's
          termination date until all Trust assets have been liquidated and
          distributed.

     17.5 Amendment and Termination Procedures

          The following procedural requirements shall govern the adoption of any
          amendment or termination (a "Change") of the Plan and Trust:

          (a)  The Company may adopt any Change by action of its board of
               directors in accordance with its normal procedures.

          (b)  The Committee, if acting as Administrator in accordance with
               Section 15.6, may adopt any amendment within the scope of its
               authority provided under Section 17.1 and in the manner specified
               in Section 15.7(a).

          (c)  Any Change must be (1) set forth in writing, and (2) signed and
               dated by an executive officer of the Company or, in the case of
               an amendment adopted by the Committee, at least one of its
               members.

          (d)  If the effective date of any Change is not specified in the
               document setting forth the Change, it shall be effective as of
               the date it is signed by the last person whose signature is
               required under clause (2) above, except to the extent that
               another effective date is necessary to maintain the qualified
               status of the Plan and Trust under Code sections 401(a) and
               501(a).

          (e)  No Change shall become effective until it is accepted and signed
               by the Trustee (which acceptance shall not unreasonably be
               withheld).

     17.6 Termination of Employer's Participation

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          Any Employer may, at any time and for any reason, terminate its Plan
          participation by action of its chief executive officer. Written notice
          of such action shall be signed and dated by an executive officer of
          the Employer and delivered to the Company. If the effective date of
          such action is not specified, it shall be effective on, or as soon as
          reasonably practicable after, the date of delivery. Upon the
          Employer's request, the Company may instruct the Trustee and
          Administrator to spin off all affected Accounts and underlying assets
          into a separate qualified plan under which the Employer shall assume
          the powers and duties of the Company. Alternatively, the Company may
          treat the event as a partial termination described above or continue
          to maintain the Accounts under the Plan.

     17.7 Replacement of the Trustee

          The Trustee may resign as Trustee under the Plan and Trust or may be
          removed by the Company at any time upon at least 90 days written
          notice (or less if agreed to by both parties). In such event, the
          Company shall appoint a successor trustee by the end of the notice
          period. The successor trustee shall then succeed to all the powers and
          duties of the Trustee under the Plan and Trust. If no successor
          trustee has been named by the end of the notice period, the Company's
          chief executive officer shall become the trustee, or if he or she
          declines, the Trustee may petition the court for the appointment of a
          successor trustee.

     17.8 Final Settlement and Accounting of Trustee

          (a)  Final Settlement. As soon as administratively feasible after its
               resignation or removal as Trustee, the Trustee shall transfer to
               the successor trustee all property currently held by the Trust.
               However, the Trustee is authorized to reserve such sum of money
               as it may deem advisable for payment of its accounts and expenses
               in connection with the settlement of its accounts or other fees
               or expenses payable by the Trust. Any balance remaining after
               payment of such fees and expenses shall be paid to the successor
               trustee.

          (b)  Final Accounting. The Trustee shall provide a final accounting to
               the Administrator within 90 days of the date Trust assets are
               transferred to the successor trustee.

          (c)  Administrator Approval. Approval of the final accounting shall
               automatically occur 90 days after such accounting has been
               received by the Administrator, unless the Administrator files a
               written objection with the Trustee within such time period. Such
               approval shall be final as to all matters and transactions stated
               or shown therein and binding upon the Administrator.

18   MISCELLANEOUS

     All provisions of this Plan designed to comply with the provisions of the
     Small Business Job Protection Act of 1996, the Retirement Protection Act of
     1994, the Taxpayer Relief Act of 1997, the Uniformed Services Act or any
     other legislation effective on or after

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     January 1, 1997, shall apply equally to all plans merged into this Plan,
     including, but not limited to, the Herberts Powder Coatings, Inc. 401(k)
     and Profit Sharing Plan, and shall be considered to amend those plans to
     the extent required by the Internal Revenue Code.

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