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                                                                     EXHIBIT 10K


                               WHITMAN CORPORATION
                            EXECUTIVE RETIREMENT PLAN




               As Amended and Restated Effective January 1, 1998


WHITMAN CORPORATION EXECUTIVE RETIREMENT PLAN

Whitman Corporation amends and restates, effective as of January 1, 1998, an
unfunded, deferred compensation plan on behalf of certain designated management
or highly compensated employees of Whitman Corporation. This document defines
the provisions of such plan and shall be known as the "Whitman Corporation
Executive Retirement Plan."

This plan is intended in part to be an unfunded, deferred compensation plan for
a select group of management or highly compensated employees, as described in
sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 ("ERISA") and in part to be an excess benefit plan
described in section 3(36) of ERISA.

                               Table of Contents

ARTICLE I

DEFINITIONS
   1.1          "Accounting Period"
   1.2          "Accounts"
   1.3          "Actuarial Equivalent"
   1.4          "Appendix"
   1.5          "Beneficiary"
   1.6          "Benefit Trust Committee"
   1.7          "Board of Directors"
   1.8          "Change of Control"
   1.9          "Company"
   1.10         "Company Stock"
   1.11         "Compensation"
   1.12         "Compensation Committee"
   1.13         "Compensation Limit"
   1.14         "Contribution Dollar Limit"
   1.15         "Conversion Election"
   1.16         "Death Benefit"
   1.17         "Deferrals"
   1.18         "Deferral Election" or "Election"
   1.19         "Deferral Percentage"


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   1.20         "Designated Participant"
   1.21         "Effective Date"
   1.22         "Eligible Employee"
   1.23         "Employee"
   1.24         "Enrollment Election"
   1.25         "ERISA"
   1.26         "Exchange Act"
   1.27         "Insider"
   1.28         "Installment Form of Payment"
   1.29         "Internal Revenue Code" or "Code"
   1.30         "Investment Election"
   1.31         "Investment Fund" or "Fund"
   1.32         "Investment Grade Rating"
   1.33         "Maximum Annual Additions Limitation"
   1.34         "Maximum Annual Benefit Limitation"
   1.35         "MIC Award"
   1.36         "Notice Date"
   1.37         "Parent"
   1.38         "Participant"
   1.39         "Payment Date"
   1.40         "Pension Plan"
   1.41         "Plan"
   1.42         "Plan Year"
   1.43         "Retirement Benefit"
   1.44         "RSP"
   1.45         "Section 401(m) Limitation"
   1.46         "Settlement Date"
   1.47         "Spouse"
   1.48         "Successor Plan"
   1.49         "Sweep Date"
   1.50         "Termination of Employment"
   1.51         "Trade Date"
   1.52         "Trust"

ARTICLE II

PARTICIPATION
   2.1          Eligibility
   2.2          Enrollment Election

ARTICLE III

PARTICIPANT DEFERRAL ELECTIONS
   3.1          Employee Deferral Election
   3.2          Election Procedures
   3.3          Coordination with RSP

ARTICLE IV

DEFERRALS AND POSTINGS
   4.1          Replacement RSP Employer Deferral


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   4.2          MIC Deferral
   4.3          Pay Based Deferral
   4.4          Replacement RSP Employee Deferral
   4.5          RSP Employer Deferral
   4.6          RSP Employee Deferral

ARTICLE V

EXCESS RETIREMENT AND DEATH BENEFITS
   5.1          Amount of Pension Benefits
   5.2          Amount of Death Benefit
   5.3          Pre-1994 Benefits

ARTICLE VI

ACCOUNTING FOR PARTICIPANTS'
ACCOUNTS AND FOR INVESTMENT FUNDS
   6.1          Individual Participant Accounting
   6.2          Accounting for Investment Funds

ARTICLE VII

INVESTMENT FUNDS AND ELECTIONS
   7.1          General
   7.2          Investment of Deferrals
   7.3          Investment of Accounts
   7.4          Insiders
   7.5          Investment Returns on MIC Deferrals
   7.6          Restrictions on Measurement
   7.7          Procedures

ARTICLE VIII

VESTING AND FORFEITURES
   8.1          Fully Vested Deferral Accounts

ARTICLE IX

WITHDRAWALS
   9.1          Withdrawals for Hardship
   9.2          Withdrawal Processing

ARTICLE X

DISTRIBUTIONS
   10.1         Retirement Benefit
   10.2         Pension Death Benefit
   10.3         Accounts
   10.4         MIC Account
   10.5         Death Benefit of Accounts
   10.6         Prior to 1994


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   10.7         Payments of Retirement and Death Benefit Due to an Investment
                Grade Rating Change
   10.8         Payment of Accounts Due to an Investment Grade Rating Change
   10.9         Payment of Retirement and Death Benefits Due to a Change of
                Control
   10.10        Payment of Accounts Due to a Change of Control

ARTICLE XI

AMENDMENT
   11.1         Prior to a Change of Control
   11.2         After a Change of Control

ARTICLE XII

TERMINATION

ARTICLE XIII

MISCELLANEOUS PROVISIONS
   13.1         Administration
   13.2         Finality of Determination
   13.3         Expenses
   13.4         Indemnification and Exculpation
   13.5         Funding
   13.6         Corporate Action
   13.7         Interests not Transferable
   13.8         Effect on Other Benefit Plans
   13.9         Legal Fees and Expenses
   13.10        Deduction of Taxes from Amounts Payable
   13.11        Facility of Payment
   13.12        Merger
   13.13        Gender and Number
   13.14        Invalidity of Certain Provisions
   13.15        Headings
   13.16        Notice and Information Requirements
   13.17        Governing Law


ARTICLE I


                                   DEFINITIONS

     The following sections of this Article I provide basic definitions of terms
used throughout this Plan, and whenever used herein in a capitalized form,
except as otherwise expressly provided, the terms shall be deemed to have the
following meanings:

     I.1 "Accounting Period" means each business day.


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     I.2 "Accounts" means the record of a Participant's interest in this Plan
represented by his or her:

          (a) "MIC Deferral Account" which means a Participant's interest in
     this Plan composed of MIC Deferrals posted for each Plan Year on or after
     January 1, 1994 to the Participant under this Plan, if any (as identified
     by the Benefit Trust Committee) for such Plan Year, plus all interest
     deemed credited to and minus all withdrawals and distributions actually
     charged to such account.

          (b) "Pay Based Account" which means a Participant's interest in this
     Plan composed of Pay Based Deferrals posted for each Plan Year on or after
     January 1, 1994 to the Participant under this Plan, plus all income and
     gains deemed credited to and minus all losses deemed charged to such
     account, as measured by the investment returns of each Investment Fund
     designated by the Participant, and minus all withdrawals and distributions
     actually charged to such account.

          (c) "Replacement RSP Accounts" which consists of the following two
     accounts:

               (1) "Replacement RSP Employee Account" which means a
          Participant's interest in this Plan composed of Replacement RSP
          Employee Deferrals posted for each Plan Year on or after January 1,
          1994 to the Participant under this Plan, if any (as identified by the
          Benefit Trust Committee) for such Plan Year, plus all income and gains
          deemed credited to and minus all losses deemed charged to such
          account, as measured by the investment returns of each Investment Fund
          designated by the Participant, and minus all withdrawals and
          distributions actually charged to such account; and

               (2) "Replacement RSP Employer Account" which means a
          Participant's interest in this Plan composed of Replacement RSP
          Employer Deferrals posted for each Plan Year on or after January 1,
          1994 to the Participant under this Plan (as identified by the Benefit
          Trust Committee) for such Plan Year, plus all income and gains deemed
          credited to and minus all losses deemed charged to such account, as
          measured by the investment returns of each Investment Fund designated
          by the Participant, and minus all withdrawals and distributions
          actually charged to such account.

          (d) "RSP Employee Account" which means a Participant's interest in
     this Plan composed of RSP Employee Deferrals posted under this Plan prior
     to January 1, 1994, if any (as identified by the Benefit Trust Committee),
     plus all income and gains deemed credited to and minus all losses deemed
     charged to such account, as measured by the investment returns of each
     Investment Fund designated by the Participant, and minus all withdrawals
     and distributions actually charged to such account.

          (e) "RSP Employer Account" which means a Participant's interest in


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     this Plan composed of RSP Employer Deferrals posted under this Plan prior
     to January 1, 1994, if any (as identified by the Benefit Trust Committee),
     plus all income and gains deemed credited to and minus all losses deemed
     charged to such account, as measured by the investment returns of each
     Investment Fund designated by the Participant, and minus all withdrawals
     and distributions actually charged to such account.

     I.3 "Actuarial Equivalent" means an amount equal in value to the benefit
replaced as determined (i) in accordance with the terms of the Pension Plan with
respect to the determination of any form of benefit other than a single sum, or
(ii) with respect to a single sum distribution, by: (A) using an assumed annual
discount rate equal to the weekly average, as of the last full week of the
fourth calendar month prior to the month containing the date the single sum will
be paid, of the Bond Buyer's Average of 20 Municipal Bonds, rounded to the
nearest 1/4%, as published weekly by the Federal Reserve Bank of St. Louis and
(B) assuming the payee lives for the duration of his life expectancy where such
life expectancy is calculated according to the UP94 Mortality Table.

     I.4 "Appendix" means a written supplement attached to this Plan and made a
part hereof which has been added in accordance with the provisions of this Plan.

     I.5 "Beneficiary" means

          (a) with respect to the Death Benefit payable upon the death of a
     Participant, any person designated by the Participant (actually or by
     default) to receive any retirement benefits which are payable with respect
     to the death of a Participant under the Pension Plan; and

          (b) with respect to the balance of a Participant's Accounts as of the
     death of such Participant, each person designated by the Participant on his
     or her most recent Enrollment Election form approved by the Benefit Trust
     Committee; provided that if a Participant fails to designate a Beneficiary
     on an Enrollment Election form or if all such designated persons predecease
     the Participant without the Participant completing a new, approved
     Enrollment Election form, then Beneficiary means any person designated by
     the Participant (actually or by default) to receive the balance of any of
     his or her accounts which are payable with respect to the death of such
     Participant under the RSP.

     An individual who is entitled to receive a Death Benefit on and after the
death of a Participant will remain a Beneficiary until the latest of (a) receipt
of the balance of all of such Accounts to which he or she is entitled to
receive; or (b) receipt of such Beneficiary's Death Benefit, if any, is
completed (or made in a single sum).

     I.6 "Benefit Trust Committee" means the Benefit Trust Committee appointed
pursuant to the terms of the Trust which will have the power to manage and
control the operation and administration of this Plan.

     I.7 "Board of Directors" means the board of directors of the Company or the
Parent.


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     I.8 "Change of Control" means an event which shall be deemed to have
occurred if (i) there shall be consummated (A) any consolidation or merger of
the Parent, if one exists, or the Company in which either the Parent or the
Company, respectively, is not the continuing or surviving corporation or
pursuant to which shares of the Parent's or the Company's common stock are
converted into cash, securities or other property, other than a merger in which
the holders of the Parent's or the Company's common stock, respectively,
immediately prior to the merger have substantially the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, or (B) any sale, lease, exchange or other transfer (in one transaction
or in a series of related transactions) of all or substantially all the assets
of either the Parent or the Company, or (ii) the shareholders of either the
Parent or the Company shall approve any plan or proposal for such corporation's
liquidation or dissolution, or (iii) any person (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Parent, Company
or its subsidiaries, or any employee benefit plan sponsored by the Company or
its subsidiaries, shall become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act) of securities of either the Parent or the Company
representing twenty-five percent (25%) or more of the combined voting power of
the Parent's or the Company's, respectively, then outstanding securities
ordinarily (and apart from rights accruing in special circumstances) having the
right to vote in the election of directors, as a result of a tender or exchange
offer, open market purchases, privately negotiated purchases or otherwise, or
(iv) at any time during a period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors shall cease for
any reason to constitute at least a majority thereof, unless the election or the
nomination for election by the Parent's or the Company's shareholders,
respectively, of each new director during such two-year period was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such two-year period.

     I.9 "Company" means Whitman Corporation or any successor entity by
operation of law or any successor entity which affirmatively adopts the Plan,
the Trust and the obligations of Whitman Corporation with respect to the Plan
and the Trust.

     I.10 "Company Stock" means common stock issued by the Parent, or if none,
then by the Company.

     I.11 "Compensation" means

          (a) for purposes of Replacement RSP Employee Deferrals, Replacement
     RSP Employer Deferrals and Pay Based Deferrals for any Plan Year, a
     Participant's "Compensation", as defined in the RSP (disregarding any
     provision having the effect of excluding Replacement RSP Employee Deferrals
     and MIC Deferrals), for a Plan Year to the Participant;

          (b) for purposes of RSP Employee Deferrals and RSP Employer Deferrals,
     a Participant's Compensation, as defined in the RSP (disregarding any
     provision having the effect of excluding RSP Employee Deferrals), for a
     Plan Year;


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          (c) for purposes of MIC Deferrals, a Participant's MIC Award (other
     than that portion of the MIC Award which is a Replacement RSP Employee
     Deferral and excluding an amount equal to the sum of (i) the Employee's
     portion of taxes imposed by the Federal Insurance Contributions Act with
     respect to the MIC Award, with respect to the Replacement RSP Employer
     Deferrals on the portion of the MIC Award which is a Replacement RSP
     Employee Deferral, and if needed, with respect to the Retirement Benefit
     accrual, for that Plan Year plus, if needed, (ii) other applicable
     withholding amounts); and

          (d) for purposes of computing the Retirement Benefit, a Participant's
     "Compensation," as defined in the Pension Plan (disregarding any provision
     having the effect of excluding RSP Employee Deferrals, Replacement RSP
     Employee Deferrals and MIC Deferrals), for a Plan Year, as adjusted by the
     Benefit Trust Committee from Plan Year to Plan Year, and effective January
     1, 1994, Compensation shall include a Participant's MIC Award earned for
     services rendered during such Plan Year, but shall not include an MIC Award
     paid during the same Plan Year for services rendered during the prior Plan
     Year.

     Notwithstanding the above, the definition of "Compensation" in the RSP and
the Pension Plan shall not include the Compensation Limit.

     I.12 "Compensation Committee" means the Compensation Committee of the Board
of Directors.

     I.13 "Compensation Limit" means the limitation on the amount of
Compensation which may be considered after application of Code section
401(a)(17).

     I.14 "Contribution Dollar Limit" means the annual limit imposed on each
Participant pursuant to section 402(g) of the Code, which is seven thousand
dollars ($7,000) per Plan Year (as indexed for cost of living adjustments
pursuant to Code section 402(g)(5) and 415(d)).

     I.15 "Conversion Election" means, effective on or after January 1, 1994, an
election, on such form that may be required by the Benefit Trust Committee, by a
Participant to change the method of measuring the investment return on all or
some specified portion of such Participant's Accounts. No Conversion Election
shall be deemed to have been given to the Benefit Trust Committee unless it is
complete and delivered in accordance with the procedures established by such
Benefit Trust Committee for this purpose.

     I.16 "Death Benefit" means a monthly (or single sum) benefit payable to a
Beneficiary and determined in accordance with this Plan.

     I.17 "Deferrals" means amounts posted to this Plan by the Company or an
Eligible Employee. Specific types of deferrals include:


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          (a) "MIC". An amount posted after 1993 based upon the Participant's
     Deferral Election to defer some or all of his or her Compensation.

          (b) "Pay Based". An amount posted and allocated on a pay based formula
     to an eligible Participant's Accounts.

          (c) "Replacement RSP Employee". An amount posted after 1993 based upon
     the Participant's Deferral Election to defer some of his or her
     Compensation.

          (d) "Replacement RSP Employer". An amount posted after 1993 based upon
     the Replacement RSP Employee Deferral made by the eligible Participant.

          (e) "RSP Employee". An amount posted prior to 1994 on a pre-tax basis
     which the Participant could have elected if he or she were participating
     actively in the RSP.

          (f) "RSP Employer". An amount posted prior to January 1, 1994 related
     to pre-tax contributions which the Participant could not make to the RSP or
     which are made on behalf of Designated Participants without regard to such
     pre-tax contributions.

     I.18 "Deferral Election" or "Election" means irrevocable elections made by
a Participant (a) to reduce his or her Compensation for a Plan Year by an amount
equal to the product of his or her Deferral Percentage and such Compensation
subject to the Deferral Election; (b) to select whether Deferrals for that Plan
Year will be paid in an Installment Form of Payment; and (c) to select a Payment
Date for the MIC Deferrals for that Plan Year.

     I.19 "Deferral Percentage" means (a) with respect to Replacement RSP
Employee Deferrals, the percentage of a Participant's Compensation for a Plan
Year which is to be deferred and posted to this Plan; and (b) with respect to
MIC Deferrals, the percentage of a Participant's Compensation for a Plan Year
which is to be deferred and posted to this Plan.

     I.20 "Designated Participant" means an individual on the list of Employees
set forth in an Appendix to the Pension Plan as not being an eligible employee
for the purpose of the Pension Plan.

     I.21 "Effective Date" means generally January 1, 1991 and, where noted,
January 1, 1994, the dates upon which certain provisions of this document become
effective.

     I.22 "Eligible Employee" means with respect to each Plan Year:

          (a) with respect to the Retirement Benefit, each Employee who is a
     participant in the Pension Plan or would be a participant in the Pension
     Plan if they were not a Designated Participant.

          (b) prior to 1994 with respect to Deferrals:


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               (1) each Employee who is a Participant in the RSP for that Plan
          Year and whose pre-tax contributions which would otherwise have been
          made for that Plan Year to the RSP are limited by the Contribution
          Dollar Limit; or

               (2) each Employee who is a Designated Participant for that Plan
          Year.

          (c) after 1993 with respect to Deferrals, each Employee who is
     participating in the Whitman Corporation Management Incentive Compensation
     Plan during that Plan Year.

     I.23 "Employee" means any person who is considered to be an employee of the
Company pursuant to the personnel policies of the Company; and on and after a
Change of Control, who renders services as a common law employee to the Company.

     I.24 "Enrollment Election" means irrevocable elections made by a
Participant (a) to select the term of his or her Installment Form of Payment;
(b) to select the Payment Date of his or her Accounts following Termination of
Employment; and (c) to select the form of payment of his or her Accounts as of
December 31, 1993.

     I.25 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     I.26 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     I.27 "Insider" means for a Plan Year, or any portion thereof, the
Participant is subject to the reporting requirements of Section 16 of the
Exchange Act.

     I.28 "Installment Form of Payment" means separately with respect to (a) his
or her Accounts (other than his or her MIC Account) or (b) his or her MIC
Account, the term of years selected by the Participant in his or her Enrollment
Election form over which to pay such Accounts in annual installments commencing
as of what would otherwise have been the Payment Date of such Accounts and
payable on each January 1 thereafter over a period of not less than two (2) nor
more than fifteen (15) years (stated as a number of whole integers), with each
installment being an amount equal to the amount determined by dividing the
applicable balance of such Accounts as of the date of payment by the number of
dates of payment remaining in the installment period (including the current date
of payment).

     I.29 "Internal Revenue Code" or "Code" means the Internal Revenue Code of
1986, as amended, any subsequent Internal Revenue Code and final Treasury
Regulations. If there is a subsequent Internal Revenue Code, any references
herein to Internal Revenue Code sections shall be deemed to refer to comparable
sections of any subsequent Internal Revenue Code.

     I.30 "Investment Election" means, effective on and after January 1, 1994,
an election, on such form that may be required by the Benefit Trust Committee,


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made by a Participant to direct the method of measuring the investment return on
his or her Deferrals (other than MIC Deferrals). No Investment Election shall be
deemed to have been given to the Benefit Trust Committee unless it is complete
and delivered in accordance with the procedures established by such Benefit
Trust Committee for this purpose.

     I.31 "Investment Fund" or "Fund" means one or more of the investment
alternatives which are available under the RSP at any determination date unless
designated otherwise by the Benefit Trust Committee, and which are used by this
Plan as a measurement of investment return on Accounts other than the MIC
Account.

     I.32 "Investment Grade Rating" means a rating either (a) at or above Baa3
by Moody's Investors Service, Inc. or (b) at or above BBB by Standard & Poor's
Corporation, or the prevailing equivalent ratings at the time.

     I.33 "Maximum Annual Additions Limitation" means the limitation imposed by
Code section 415 on benefits payable by defined contribution plans qualified
under Code section 401(a).

     I.34 "Maximum Annual Benefit Limitation" means the limitation imposed by
Code section 415 on benefits payable by defined benefit pension plans qualified
under Code sections 401(a) including application of the combination limitations
of Code section 415(e) to cause a further reduction, if any, of such benefits.

     I.35 "MIC Award" means the amount of award payable to a Participant under
the Whitman Corporation Management Incentive Compensation Plan.

     I.36 "Notice Date" means the date established by the Benefit Trust
Committee as the deadline for it to receive a Deferral Election or any other
notification with respect to an administrative matter in order to be effective
under this Plan.

     I.37 "Parent" means any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than any employee benefit plan sponsored by
the Parent or the Company, (i) having directly or indirectly a beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Company representing twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding securities ordinarily
(and apart from rights accruing in special circumstances) having the right to
vote in the election of directors; and (ii) with an Investment Grade Rating.

     I.38 "Participant" means an Eligible Employee who begins to participate in
this Plan after completing the eligibility requirements. An individual will
remain a Participant until the latest of (a) distribution of the balance of all
of his or her Accounts; or (b) payment of his or her Retirement Benefit, if any,
is completed (or made in a single sum).

     I.39 "Payment Date" means:

          (a) with respect to Accounts, the date payment is made in accordance


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     with Article X or the first day of the fifteenth (15th) month following a
     Participant's Termination of Employment unless such Participant has
     selected an earlier Payment Date for (1) his or her Accounts on an
     Enrollment Election form or (2) his or her MIC Accounts on a Deferral
     Election Form; or

          (b) the date a Participant's Retirement Benefit is distributed or
     commences to be distributed as described in Article X.

     I.40 "Pension Plan" means the Whitman Corporation  Pension Plan;  effective
January 1, 1992, the Pepsi-Cola General Bottlers, Inc. Pension Plan for Salaried
Employees and any Successor Plan.

     I.41 "Plan" means the Whitman Corporation Executive Retirement Plan, as it
may be validly amended from time to time.

     I.42 "Plan Year" means the annual accounting period of this Plan which ends
on each December 31.

     I.43 "Retirement Benefit" means a monthly (or single sum) pension benefit
payable to a Participant and determined in accordance with Article V.

     I.44 "RSP" means the Whitman Corporation Retirement Savings Plan, as
amended from time to time and any Successor Plan.

     I.45 "Section 401(m) Limitation" means the limit imposed by Code section
401(m).

     I.46 "Settlement Date" means the date on which financial transactions from
a Trade Date are considered to be settled which is deemed to be the same date as
of which such transaction would have settled under the RSP with respect to the
same type of financial transaction (e.g. Investment Election, Conversion
Election, Payment Date).

     I.47 "Spouse" means a person who is considered the Participant's spouse
under the RSP and Pension Plan, whichever is applicable.

     I.48 "Successor Plan" means a tax-qualified, retirement plan described in
section 401(a) of the Code into which the assets and liabilities have been
merged or transferred in accordance with section 414(l) of the Code and section
208 of ERISA from the Pension Plan or the RSP, respectively, and which provides
benefits, options, features and rights, each comparable in material respects to
those available in the Pension Plan or RSP, whichever is applicable.

     I.49 "Sweep Date" means the date established by the Benefit Trust Committee
as the cutoff date and time for the Benefit Trust Committee to receive
notification with respect to a financial transaction in order to be processed
with respect to such Trade Date.

     I.50 "Termination of Employment" occurs when a person ceases to be an
Employee as determined by the personnel policies of the Company; provided


<PAGE>   13
however, transfer of employment from the Company, or from one affiliate of the
Company, to another affiliate of the Company shall not constitute a Termination
of Employment for purposes of this Plan. If a person would cease to be an
Employee because of a Change of Control, solely for the purpose of this Plan,
such person will not be considered to have incurred a Termination of Employment
if the person's successor employer, either expressly or by operation of law,
assumes the Plan and Trust, the obligations and liabilities of the Plan and
Trust, and agrees to the responsibilities of the Company under the Plan and
Trust.

     I.51 "Trade Date" means the date as of which a financial transaction is
considered by this Plan to have occurred which is deemed to be the same date as
of which such transaction would have occurred under the RSP with respect to the
same type of financial transaction (e.g. Investment Election, Conversion
Election, Payment Date).

     I.52 "Trust" means the trust created by the Whitman Corporation Benefit
Trust Agreement as it may be validly amended from time to time.

ARTICLE II

                                  PARTICIPATION

     II.1 Eligibility. On or after the Effective Date:

          (a) Participant on January 1, 1991. Each person who has a balance in
     his or her Accounts, or who has accrued a Retirement Benefit, as of January
     1, 1991 shall be a Participant as of January 1, 1991.

          (b) Other Eligible Employee. Each other Eligible Employee shall become
     a Participant with respect to the Plan Year in which he or she becomes an
     Eligible Employee; provided however, on or after January 1, 1994, a person
     who was an Employee prior to becoming an Eligible Employee shall become a
     Participant as of the first day of the Plan Year commencing on or after the
     date he or she became an Eligible Employee.

     II.2 Enrollment Election.

          (a) Participant on January 1, 1994. Each person who is a Participant
     on January 1, 1994 shall complete, sign and return an Enrollment Election
     form provided for that purpose by the Benefit Trust Committee, to the
     Benefit Trust Committee no later than the designated Notice Date.

          (b) Other Eligible Employees. Each person first eligible to become a
     Participant shall complete, sign and return an Enrollment Election form
     provided for that purpose by the Benefit Trust Committee, to the Benefit
     Trust Committee no later than the designated Notice Date.


<PAGE>   14
ARTICLE III

                         PARTICIPANT DEFERRAL ELECTIONS

     III.1 Employee Deferral Election. Prior to the date payments of Accounts
are accelerated under Section 10.8, the following shall apply; after such date,
no Deferral Elections will be effective.

          (a) For each Plan Year commencing on or after January 1, 1994, a
     Participant who is an Eligible Employee and who desires to have Replacement
     RSP Employee Deferrals made on his or her behalf shall file a Deferral
     Election pursuant to procedures specified by the Benefit Trust Committee
     specifying (1) his or her Deferral Percentage of not less than two percent
     (2%) nor more than ten percent (10%) (stated as a whole integer percentage)
     and authorizing the Compensation otherwise payable to him or her for a Plan
     Year to be reduced and deferred hereunder to such Participant's Payment
     Date; and (2) whether or not the Replacement RSP Employee Account created
     with respect to such Plan Year will be distributed in the Installment Form
     of Payment.

          (b) For each Plan Year commencing on or after January 1, 1994, a
     Participant who is an Eligible Employee and who desires to have an MIC
     Deferral made on his or her behalf shall file a Deferral Election pursuant
     to procedures specified by the Benefit Trust Committee specifying (1) his
     or her Deferral Percentage of not less than 5% nor more than 100% (stated
     as a whole integer percentage) and authorizing his or her Compensation
     payable for a Plan Year to be reduced and deferred hereunder to a fixed
     Payment Date not earlier than two (2) full Plan Years after the date the
     Deferral Election is received by the Benefit Trust Committee; and (2)
     whether or not the MIC Account created with respect to such Plan Year will
     be distributed in the Installment Form of Payment.

          (c) Notwithstanding Subsection (a) hereof, for any Plan Year the
     Benefit Trust Committee may, without amending this Plan, determine that the
     maximum Deferral Percentage shall be greater or lesser than the percentages
     set forth in Subsection (a) hereof. Otherwise, the maximum Deferral
     Percentage as provided in Subsection (a) hereof shall apply.

          (d) Any Replacement RSP Employee Deferral Election which has not been
     properly completed, or which is submitted at a time when the Participant
     does not have outstanding a properly completed Investment Election, will be
     deemed not to have been received and be void. A Participant's Deferral
     Election shall be effective only if received by the Benefit Trust Committee
     on or before the Notice Date for a Plan Year.

     III.2 Election Procedures. If properly received by the Benefit Trust
Committee, a Deferral Election may be effective only with respect to
Compensation paid in a Plan Year to which the Deferral Election applies and only
with respect to Compensation paid after the Notice Date for the Deferral
Election. Consistent with the above, the Benefit Trust Committee may establish
rules and procedures governing when a Deferral Election will be effective and
what Compensation will be deferred by the Deferral Election; provided such rules


<PAGE>   15
and procedures are not more permissive than the terms and provisions of this
Plan.

     III.3 Coordination with RSP. Notwithstanding a Participant's Deferral
Election, if a Participant makes a "401(k) Hardship" withdrawal from the RSP
during a Plan Year, the "401(k) Hardship" withdrawal rules of the RSP, which are
intended to be applicable to this Plan, are incorporated by reference herein and
made a part hereof, but only to the extent required by Treas. Reg. '1.401(k)-1,
in order for the RSP to be a qualified cash or deferred arrangement.

ARTICLE IV

                             DEFERRALS AND POSTINGS

     IV.1 Replacement RSP Employer Deferral.

          (a) Frequency and Eligibility. For each period after 1993 for which a
     Participant makes a Replacement RSP Employee Deferral, the Company shall
     post to this Plan on behalf of such Participant an Replacement RSP Employer
     Deferral as described in the following Posting and Allocation Method
     paragraph.

          (b) Posting and Allocation Method. The Replacement RSP Employer
     Deferral for each period shall total one hundred percent (100%) of each
     eligible Participant's Replacement RSP Employee Deferral for the period,
     provided that no Replacement RSP Employer Deferral shall be made based upon
     a Participant's Replacement RSP Employee Deferral in excess of six percent
     (6%) of his or her Compensation. The Replacement RSP Employer Deferral
     shall be posted to the Replacement RSP Employer Account of such Participant
     as of the same date the Replacement RSP Employee Deferral which it matches
     is posted.

     IV.2 MIC Deferral.

          (a) Frequency and Eligibility. For each period after 1993 for which a
     Deferral Election is in effect, the Company shall post to this Plan on
     behalf of each Participant an amount equal to the amount designated by the
     Participant as an MIC Deferral on his or her Deferral Election.

          (b) Posting. The MIC Deferral shall be posted to the MIC Deferral
     Account of such Participant as of the date his or her MIC Award would
     otherwise have been paid to the Participant.

     IV.3 Pay Based Deferral.

          (a) Frequency and Eligibility. For each Plan Year, the Company may
     make a Pay Based Deferral in an amount determined by the Company on behalf
     of each Participant who is an Eligible Employee and who would have
     qualified for a similar deferral in the RSP had such person been eligible
     to participate in the RSP and in an amount determined in the Posting and
     Allocation Method paragraph.


<PAGE>   16
          (b) Posting and Allocation Method. The Pay Based Deferral for each
     period shall be posted as of the date determined by the Benefit Trust
     Committee (but not later than the tax filing deadline for the Company's
     federal income tax return for the Plan Year with respect to which the Pay
     Based Deferral relates, including extensions) to the Pay Based Account of
     each of the Participants for the Plan Year in direct proportion to their
     Compensation.

     IV.4 Replacement RSP Employee Deferral.

          (a) Frequency and Eligibility. For each period for which a Deferral
     Election is in effect, the Company shall post to this Plan on behalf of
     each Participant an amount equal to the amount designated by the
     Participant as an Replacement RSP Employee Deferral on his or her Deferral
     Election.

          (b) Posting. The Replacement RSP Employee Deferral shall be posted to
     the Replacement RSP Employee Account of such Participant as of the date
     such Compensation amount would otherwise have been paid to the Participant.

     IV.5 RSP Employer Deferral.

          (a) Frequency and Eligibility.

               (1) Pre-1991. Amounts posted to a Participant's Accounts for each
          Plan Year prior to 1991 are determined under the terms and provisions
          of this Plan as it existed during any such Plan Year.

               (2) Post-1990 and Pre-1994. For each Plan Year after 1990 and
          prior to 1994, the Company shall post to this Plan on behalf of each
          Participant whose pre-tax contribution to the RSP was limited by the
          Contribution Dollar Limit for that Plan Year, and who is not a
          Designated Participant for that Plan Year, an RSP Employer Deferral as
          described in (b)(2) of the following Posting and Allocation Method
          paragraph.

               (3) Designated Participant. For each Plan Year after 1990 and
          prior to 1994, the Company shall post to this Plan on behalf of each
          Participant who is a Designated Participant and an Employee for that
          Plan Year, an RSP Employer Deferral as described in (b)(3) of the
          following Allocation Method paragraph.

          (b) Posting and Allocation Method.

               (1) Pre-1991. RSP Employer Deferrals for Plan Years prior to 1991
          shall be posted as of January 1, 1991, to the RSP Employer Account.

               (2) Post-1990 and Pre-1994. The RSP Employer Deferral for each
          Plan Year after 1990 and prior to 1994 shall be an amount equal to (A)
          minus (B) where:


<PAGE>   17
                    (A) is equal to the amount of matching contribution which
               would have been made to the RSP for the Plan Year based on the
               assumptions that (i) the Participant has made pre-tax
               contributions to the RSP at the rate of six percent (6%) of his
               or her compensation as defined in the RSP, without regard to the
               Maximum Annual Additions Limitation, the Contribution Dollar
               Limit and the Compensation Limit; and (ii) matching contributions
               to the RSP were made with respect to such amounts in accordance
               with the terms of the RSP without regard to the Maximum Annual
               Additions Limitation and the Section 401(m) Limitation; and

                    (B) is equal to the actual amount of matching contribution
               made on behalf of the Participant to the RSP for the Plan Year.

               The RSP Employer Deferral after 1990 shall be posted to the RSP
          Employer Account as of the same date it would have been made as a
          matching contribution to the RSP, if it could have been made (or as a
          pay based contribution to the RSP in 1991, if it could have been
          made).

               (3) Designated Participant. The RSP Employer Deferral for each
          Plan Year after 1990 and prior to 1994 shall be an amount equal to six
          percent (6%) of the Participant's Compensation, without regard to the
          Maximum Annual Benefit Limitation. For the 1991 Plan Year, an amount
          shall be posted equal to 2% of such Participant's Compensation. The
          RSP Employer Deferral after 1990 shall be posted to the RSP Employer
          Account as of the same date it would have been made as a matching
          contribution to the RSP, if it could have been made (or as a pay based
          contribution to the RSP in 1991, if it could have been made).

     IV.6 RSP Employee Deferral.

          (a) Frequency and Eligibility. Amounts posted to a Participant's
     Accounts for each Plan Year prior to 1994 are determined under the terms
     and provisions of this Plan as it existed during any such Plan Year.

          (b) Allocation Method. RSP Employee Deferrals for Plan Years prior to
     1994 shall be posted to the RSP Employee Account in accordance with the
     terms of the Plan at that time.

ARTICLE V

                      EXCESS RETIREMENT AND DEATH BENEFITS

     V.1 Amount of Pension Benefits. Effective on and after January 1, 1994, a
Retirement Benefit will be paid under this Plan, only as provided in Article X,
to a Participant in an annual amount payable monthly equal to the amount by
which (a) exceeds (b).


<PAGE>   18
          (a) The amount of the annual retirement benefit payable in the form of
     a single life annuity the Participant would have been entitled to receive
     under the Pension Plan (1) had the Pension Plan (and any other plan
     referenced by the Pension Plan for the purpose of determining an "Offset
     Benefit" as defined in the Pension Plan) not applied the Maximum Annual
     Benefit Limitation in determining benefits payable from the Pension Plan;
     and (2) had the Participant not been excluded from being an "Eligible
     Employee" by being listed on an Appendix to the Pension Plan (and any other
     plan referenced by the Pension Plan for the purpose of determining an
     "Offset Benefit" as defined in the Pension Plan). For purposes of this
     Section 5.1(a), the compensation used for determining retirement benefits
     payable from the Pension Plan (and any other plan referenced by the Pension
     Plan for the purpose of determining an "Offset Benefit" as defined in the
     Pension Plan) shall mean Compensation as defined in this Plan for a Plan
     Year.

          (b) The Actuarial Equivalent of the amount of the annual retirement
     benefit payable monthly which the Participant is entitled to receive under
     the Pension Plan if it were to commence on the Payment Date and to be paid
     in the form elected by such Participant under the Pension Plan, or if the
     Participant has not made such an election under the Pension Plan, then in
     the form of either a joint and 100% contingent annuity, if married, or a
     single life annuity, if not married.

     V.2 Amount of Death Benefit. Effective on and after January 1, 1994, a
Death Benefit will be paid under this Plan, only as provided in Article X, to a
Beneficiary of a deceased Participant in an annual amount payable monthly equal
to the amount by which (a) exceeds (b):

          (a) The amount of the annual death benefit payable in the form of a
     single life annuity the Beneficiary of a deceased Participant would have
     been entitled to receive under the Pension Plan (1) had the Pension Plan
     not applied the Maximum Annual Benefit Limitation in determining benefits
     payable from the Pension Plan; and (2) had the Participant not been
     excluded from being an "Eligible Employee" by being listed on an Appendix
     to the Pension Plan. For purposes of this Section 5.3(a), the compensation
     used for determining death benefits payable from the Pension Plan means
     Compensation as defined in this Plan for a Plan Year.

          (b) The Actuarial Equivalent of the amount of the annual death benefit
     payable monthly which the Beneficiary of a deceased Participant is entitled
     to receive under the Pension Plan if it were to commence on the same date
     as the Death Benefit under this Plan and to be paid in the form of single
     life annuity.

     V.3 Pre-1994 Benefits. Any Retirement Benefit accrued by a Participant
prior to 1994, who is never an Eligible Employee after 1993, shall be determined
and paid solely under the terms of this Plan as it existed prior to 1991.


<PAGE>   19
ARTICLE VI

                          ACCOUNTING FOR PARTICIPANTS'
                        ACCOUNTS AND FOR INVESTMENT FUNDS

     VI.1 Individual Participant Accounting.

          (a) Account Maintenance. The Benefit Trust Committee shall cause the
     Accounts for each Participant to reflect transactions involving amounts
     posted to the Accounts and the measurement of investment returns on
     Accounts in accordance with this Plan. Investment returns during or with
     respect to an Accounting Period shall be accounted for at the individual
     account level by "posting" such returns to each of the appropriate Accounts
     of each affected Participant. Account values shall be maintained in shares,
     units or dollars.

          (b) Trade Date Accounting and Investment Cycle. For any financial
     transaction involving a change in the measurement of investment returns,
     withdrawals or distributions to be processed as of a Trade Date, the
     Benefit Trust Committee must receive instructions by the Sweep Date and
     such instructions shall apply only to amounts posted to the Accounts as of

     the Trade Date. Such financial transactions in an Investment Fund shall be
     posted to a Participant's Accounts as of the Trade Date and based upon the
     Trade Date values. All such transactions shall be effected on the
     Settlement Date (or as soon as is administratively feasible) relating to
     the Trade Date as of which the transaction occurs.

          (c) Suspension of Transactions. Whenever the Benefit Trust Committee
     considers such action to be appropriate, the Benefit Trust Committee, in
     its discretion, may suspend from time to time the Trade Date.

          (d) Error Correction. The Benefit Trust Committee may correct any
     errors or omissions in the administration of this Plan by restoring or
     charging any Participant's Accounts with the amount that would be credited
     or charged to the Accounts had no error or omission been made.

     VI.2 Accounting for Investment Funds. The investment returns of each
Investment Fund shall be tracked in the same manner as such Investment Funds are
tracked under the RSP. Investment income, earnings, and losses charged against
the Accounts shall be based solely upon the actual performance (net of expenses
and charges allowed under the RSP) of each of the Investment Funds for the
period of time all or some portion of each of the Accounts has been designated
to use such Investment Fund as a measurement of investment returns. A change of
measurement of returns from one Investment Fund to another, or a distribution or
withdrawal, shall be determined as of the same dates and in the same manner as
if amounts posted in Accounts were actually invested in the RSP and such
financial transactions were being implemented in the RSP.


<PAGE>   20
ARTICLE VII

                         INVESTMENT FUNDS AND ELECTIONS

     VII.1 General. Prior to January 1, 1994, a Participant's Investment
Election and Conversion Election (except as provided in Section 7.4) with
respect to this Plan were deemed to be identical to each comparable investment
direction made by the Participant under the RSP. Effective January 1, 1994, this
Plan will no longer use a Participant's RSP investment directions, and other
than as provided in Section 7.5, a separate Investment Election and Conversion
Election must be made with respect to the Deferrals and Accounts; provided
however, if no Investment Election or Conversion Election is received from a
Participant on or after January 1, 1994, such Participant will be deemed to have
submitted a Conversion Election, effective January 1, 1994 with respect to his
or her Accounts as of December 31, 1993, which designates a percentage of such
Accounts to have its investment returns measured by an Investment Fund which is
the same percentage and investment fund in the RSP that such Participant had
previously been deemed to have designated prior to January 1, 1994, with the
exception that any amounts designated to measure the investment returns of the
Windsor Fund shall instead use the Large Company Fund.

     VII.2 Investment of Deferrals.

          (a) Investment Election. Each Participant may direct, by submission to
     the Benefit Trust Committee of a completed Investment Election form
     provided for that purpose by the Benefit Trust Committee, to select a
     measurement of investment returns for Deferrals (other than MIC Deferrals)
     posted to his or her Accounts (and the portion of such Accounts
     attributable to such Deferrals) in one or more Investment Funds. Each
     Investment Election shall apply proportionately to all Deferrals (other
     than MIC Deferrals) based upon the relative amount of each.

          (b) Effective Date of Investment Election; Change of Investment
     Election. A Participant's initial Investment Election will be effective
     with respect to a Fund on the Trade Date which relates to the Sweep Date on
     which or prior to which the Investment Election is received pursuant to
     procedures specified by the Benefit Trust Committee. Any Investment
     Election which has not been properly completed will be deemed not to have
     been received. A Participant's Investment Election shall continue in
     effect, notwithstanding any change in his or her Compensation or his or her
     Deferral Percentage, until the effective date of a new Investment Election.
     A change in Investment Election shall be effective with respect to a Fund
     on the Trade Date which relates to the Sweep Date on which or prior to
     which the Benefit Trust Committee receives the Participant's new Investment
     Election.

     VII.3 Investment of Accounts.

          (a) Conversion Election. Notwithstanding a Participant's Investment
     Election, a Participant or Beneficiary may direct the Benefit Trust
     Committee, by submission of a completed Conversion Election form provided
     for that purpose to the Benefit Trust Committee, to change the measurement
     of investment returns of his or her Accounts (other than the MIC Deferral


<PAGE>   21
     Account). Each Conversion Election shall apply proportionately to all
     affected Accounts based upon the relative balance of each.

          (b) Effective Date of Conversion Election. A Conversion Election to
     change a Participant's measurement of investment returns of his or her
     Accounts in one Investment Fund to another Fund shall be effective with
     respect to such Funds on and after the Trade Date which relates to the
     Sweep Date on which or prior to which the Election is received pursuant to
     procedures specified by the Benefit Trust Committee. Notwithstanding the
     foregoing, to the extent required by any provisions of an Investment Fund,
     the effective date of any Conversion Election may be delayed or the amount
     of any permissible Conversion Election may be reduced. Any Investment
     Election which has not been properly completed will be deemed not to have
     been received.

     VII.4 Insiders.

     Prior to January 1, 1994, and as of the later of May 5, 1992 or the date on
which such Participant becomes an Insider (as determined by the Benefit Trust
Committee) ("Transfer Date"):

          (a) The measurement of investment returns for an RSP Employer Deferral
     hereunder shall initially be assumed to be the same as the Investment Funds

     in which the Insider's pre-tax contributions are initially invested in the
     RSP; and if the Insider does not make pre-tax contributions to the RSP,
     then it shall be assumed to be that of the Investment Fund primarily
     invested in Company Stock.

          (b) Each Insider's change in investment directions under the RSP shall
     be disregarded for purposes of this Plan:

               (1) if such change would cause any portion of the Insider's
          Deferral or Accounts to use the Fund invested primarily in Company
          Stock as a measurement of investment return; or

               (2) if such change is not in amounts and effective as of such
          dates as are determined by the Benefit Trust Committee under a set of
          rules applicable to all Insiders.

     VII.5 Investment Returns on MIC Deferrals. All MIC Deferral Accounts shall
have interest as a measurement of investment return. The rate of interest deemed
to be earned on such Accounts on any day during a 6-month period shall be the
stated prime rate of interest charged by Bank of America, Illinois, N.A. on the
first business day in January or July of such period.

     VII.6 Restrictions on Measurement. The following additional restrictions
shall apply to the measurement of investment return of Deferrals and Accounts
other than those described in Section 7.5:

          (a) Effective after January 1, 1994, no Investment Election shall be


<PAGE>   22
     permitted which results in a measurement of investment return for Deferrals
     to be an Investment Fund invested primarily in Company Stock and no
     Conversion Election shall be permitted which results in a measurement of
     investment return for Accounts into or out of an Investment Fund invested
     primarily in Company Stock;

          (b) Any limitations, conditions or restrictions which may be imposed
     by the Benefit Trust Committee; and

          (c) Any limitation, condition or restriction which is imposed on the
     measurement of investment returns in or the liquidation of funds out of any
     Investment Fund in the RSP.

     VII.7 Procedures. The procedures, frequency and time deadlines for making
an Investment Election or Conversion Election shall be the same as the
applicable procedures, frequency and time deadlines in the RSP, except to the
extent provided otherwise in this Plan or by the Benefit Trust Committee.

ARTICLE VIII

                             VESTING AND FORFEITURES

     VIII.1 Fully Vested Deferral Accounts.

     A Participant shall be fully vested and have a nonforfeitable right to his
or her Accounts at all times.

ARTICLE IX

                                   WITHDRAWALS

     IX.1 Withdrawals for Hardship.

          (a) Requirements. A Participant may request the withdrawal of any
     amount from the portion of his or her Accounts (not in excess of the
     balance of such Accounts) needed to satisfy a financial need by making a
     withdrawal request in accordance with a procedure established by the
     Benefit Trust Committee. A financial need for this purpose is a severe,
     unanticipated hardship, the occurrence of which is beyond the Participant's
     control and for which the amount needed to satisfy the hardship is
     determined only after the Participant has used other readily available
     funds or resources (other than this Plan and the RSP).

          (b) Account Sources for Withdrawal. The withdrawal amount shall come
     only from the following Accounts, in the following priority order:

                              RSP Employee Account
                              RSP Employer Account
                              Replacement RSP Employer Account


<PAGE>   23
                              Replacement RSP Employee Account
                              Pay Based Account
                              MIC Deferral Account

     IX.2 Withdrawal Processing.

          (a)  Minimum  Amount.  There  is no  minimum  payment  for any type of
     withdrawal.

          (b) Application by Participant. A Participant must submit a withdrawal
     request, in accordance with a procedure established by the Benefit Trust
     Committee, to the Benefit Trust Committee to apply for any type of
     withdrawal.

          (c) Approval by Benefit Trust Committee. The Benefit Trust Committee
     is responsible for determining that a withdrawal request conforms to the
     requirements described in this Section and notifying the Company of any
     payments to be made in a timely manner. Any request to make a withdrawal by
     a member of the Benefit Trust Committee may be approved only by
     disinterested members of the Benefit Trust Committee, or if none, the
     Compensation Committee.

          (d) Time of Processing. The Company shall process all withdrawal
     requests which it receives by a Sweep Date, based on the value as of the
     Trade Date to which it relates, and fund them on the next Settlement Date.
     The Company shall then make payment to the Participant as soon thereafter
     as is administratively feasible; provided however, if such payment will
     result in any portion of the payment (or any other amount paid to such
     Participant during the same Plan Year) not being deductible by reason of
     Code section 162(m), the Compensation Committee may defer payment to a
     later Payment Date designated by it.

          (e) Medium and Form of Payment. The medium of payment for withdrawals
     is cash. The form of payment for withdrawals shall be a single installment.

          (f) Investment Fund Sources. Within each Account used for funding a
     withdrawal, amounts shall be taken by type of investment measurement in
     direct proportion to the value of the Participant's Accounts in each
     Investment Fund at the time the withdrawal is made.

ARTICLE X

                                  DISTRIBUTIONS

     Benefits payable under this Plan shall be paid in the form and time
prescribed below.

     X.1 Retirement Benefit. A Participant who has a nonforfeitable right to
receive a retirement benefit from the Pension Plan (or would have a
nonforfeitable right if such Participant were eligible to participate in the


<PAGE>   24
Pension Plan) shall receive a Retirement Benefit (less any amounts previously
paid to the Participant under Section 10.7) in the following Actuarial
Equivalent form of payment and as of the following Payment Date:

          (a) Form of Payment. The Participant may elect a form of payment of
     the Retirement Benefit in the same manner and form as permitted under the
     Pension Plan (other than the Social Security Leveling Option) without the
     necessity of spousal consent; provided, however, (1) the Compensation
     Committee in its discretion, or (2) such Participant by irrevocably
     electing in writing on a form delivered to the Benefit Trust Committee on
     or prior to his or her Termination of Employment, and if a voluntary
     Termination of Employment by delivering such form to the Benefit Trust
     Committee at least six (6) months prior to the Payment Date, may convert
     the Retirement Benefit payable under this Plan into an Actuarial Equivalent
     single sum form of payment.

          (b) Time of Payment. The Payment Date of a Participant's Retirement
     Benefit shall be the earliest date on or after the Participant's
     Termination of Employment as of which he or she could have commenced
     payment of his or her retirement benefits from the Pension Plan; provided
     however, if payment is made in a single sum and will result in any portion
     of the payment (or any other amount paid to such Participant during the
     same Plan Year) not being deductible by reason of Code section 162(m), the
     Benefit Trust Committee may defer such Actuarial Equivalent single sum
     payment to a later Payment Date designated by it.

     X.2 Pension Death Benefit.

          (a) Form of Payment. The Death Benefit payable to the Beneficiary of a
     Participant who is entitled to a Retirement Benefit (less any amounts
     previously paid to the Participant under Section 10.7) and who dies on or
     after his or her Payment Date shall be in the form selected by the
     Participant commencing as of such Payment Date. Where a Participant who is
     entitled to a Retirement Benefit (less any amounts previously paid to the
     Participant under Section 10.7) dies prior to his Payment Date, the form of
     payment of his or her Beneficiary's Death Benefit shall be the same as the
     form of payment of any death benefit payable under the Pension Plan;
     provided however, the Compensation Committee in its discretion, or such
     Participant by electing in writing on a form delivered to the Benefit Trust
     Committee prior to his or her Payment Date, may convert the Death Benefit
     payable under this Plan into an Actuarial Equivalent single sum form of
     payment.

          (b) Time of Payment. A Beneficiary's Death Benefit shall commence to
     be paid as of the earliest date as of which he or she could have commenced
     payment of a death benefit from the Pension Plan; provided however, if
     payment is made in a single sum and will result in any portion of the
     payment (or any other amount paid to such Beneficiary during the same Plan
     Year) not being deductible by reason of Code section 162(m), the Benefit
     Trust Committee may defer such Actuarial Equivalent single sum payment to a
     later Payment Date designated by it.


<PAGE>   25
     X.3 Accounts.

          (a) Form of Payment. The form of payment of the balance of a
     Participant's Accounts (other than his or her MIC Account for each Plan
     Year) will be a single sum payment except with respect to those Accounts
     for which the Participant has selected the Installment Form of Payment on
     his or her Deferral Election Form, in which case such Accounts will be paid
     in the Installment Form of Payment.

          (b) Time of Payment. The Payment Date of the balance of a
     Participant's Accounts (other than his or her MIC Account) shall be the
     Payment Date following Termination of Employment selected by the
     Participant on his or her Enrollment Election form; provided however, if
     such payment will result in any portion of the payment (or any other amount
     paid to such Participant during the same Plan Year) not being deductible by
     reason of Code section 162(m), the Benefit Trust Committee may defer
     payment to a later Payment Date designated by it and such Accounts shall
     continue to have investment returns measured under this Plan.

     X.4 MIC Account.

          (a) Form of Payment. The form of payment of the balance of a
     Participant's MIC Account for each Plan Year will be a single sum payment
     except with respect to those MIC Accounts for which the Participant has
     selected the Installment Form of Payment on his or her Deferral Election
     Form, in which case such MIC Accounts will be paid in the Installment Form
     of Payment.

          (b) Time of Payment. The Payment Date of the balance of a
     Participant's MIC Account for each Plan Year shall be the earlier of the
     fixed Payment Date selected by the Participant on the Deferral Election
     Form for the Plan Year or the Payment Date following a Termination of
     Employment selected in his or her Enrollment Election form; provided
     however, if payment is made in a single sum and will result in any portion
     of the payment (or any other amount paid to such Participant during the
     same Plan Year) not being deductible by reason of Code section 162(m), the
     Benefit Trust Committee may defer payment to a later Payment Date
     designated by it and such Accounts shall continue to have investment
     returns measured under this Plan.

     X.5 Death Benefit of Accounts. Upon the death of a Participant, the
remaining balance in his or her Accounts shall be paid to the Participant's
Beneficiary in a single sum as soon as administratively possible after the
Participant's death; provided however, if such payment will result in any
portion of the payment (or any other amount paid to such Beneficiary during the
same Plan Year) not being deductible by reason of Code section 162(m), the
Benefit Trust Committee may defer payment to a later Payment Date designated by
it and such Accounts shall continue to have investment returns measured under
this Plan.


<PAGE>   26
     X.6 Prior to 1994. The timing and form of payment of a Retirement Benefit,
Death Benefit and balance of Accounts with respect to a Participant or
Beneficiary as of any date of determination prior to 1994 shall be determined by
the terms and provisions of this Plan as of such date.

     X.7 Payments of Retirement and Death Benefit Due to an Investment Grade
Rating Change. Notwithstanding Sections 10.1, 10.2 or 10.6, the following shall
apply:

          (a) Retirement Benefit. If, prior to a Change of Control or more than
     three (3) years after a Change of Control, either (1) the Company or (2)
     the Parent is rated below an Investment Grade Rating, then on such date,
     and on each December 31 after such date and prior to the date the Company
     and the Parent both have an Investment Grade Rating, a single sum payment
     shall be made immediately to such Participant of the amount by which the
     Actuarial Equivalent of (1) exceeds the sum of (2) plus (3):

               (1) the amount determined in Section 5.1(a) based upon the
          assumption that (A) the Participant has a nonforfeitable right to his
          benefit from the Pension Plan, (B) the Participant incurs a
          Termination of Employment as of the date of determination, and (C)
          benefits payable from the Pension Plan would commence upon the
          earliest payment date allowed under the Pension Plan immediately
          following such Termination of Employment.

               (2) the Actuarial Equivalent of the amount determined in Section
          5.1(b) based upon the same assumptions as those in Section 10.7(a)(1).

               (3) the Actuarial Equivalent of amounts paid to such Participant
          based on any prior determination date pursuant to this Section
          10.7(a).

          (b) Retirement Benefit After Payment Date. On or after the Payment
     Date of a Participant's Retirement Benefit, if either (1) the Company or
     (2) the Parent is rated below an Investment Grade Rating, then an Actuarial
     Equivalent single sum payment of such unpaid Retirement Benefit shall be
     made immediately to such Participant.

          (c) Death Benefit. If either (1) the Company or (2) the Parent is
     rated below an Investment Grade Rating, then a Beneficiary who is
     receiving, or would as of such date otherwise be eligible to commence to
     receive a Death Benefit shall be paid immediately an Actuarial Equivalent
     single sum payment of such unpaid Death Benefit.

     X.8 Payment of Accounts Due to an Investment Grade Rating Change.
Notwithstanding Sections 10.3, 10.4 or 10.5, if either (1) the Company or (2)
the Parent is rated below an Investment Grade Rating, then the balance of his or
her Accounts shall be paid immediately in a single sum to such Participant as if
such Participant had incurred a Termination of Employment as of such date the
rating drops below an Investment Grade Rating.


<PAGE>   27
     X.9 Payment of Retirement and Death Benefits Due to a Change of Control. On
and after a Change of Control and notwithstanding Sections 10.1, 10.2 or 10.6,
the following shall apply:

          (a) Termination of Employment. Upon Termination of Employment of a
     Participant within three (3) years following a Change of Control, a single
     sum payment shall be made immediately to such Participant of the amount by
     which the Actuarial Equivalent of (1) exceeds (2) plus (3):

               (1) the amount determined in Section 5.1(a) based upon the
          assumption that (A) the Participant has a nonforfeitable right to his
          benefit from the Pension Plan, (B) the Participant's early retirement
          benefit under the Pension Plan is determined using the Table of
          reduction factors that would have been available to such Participant
          had he or she not incurred a Termination of Employment until the third
          (3rd) anniversary of the Change of Control date and based upon the
          Participant's age as of the Payment Date, and (C) benefits payable
          from the Pension Plan would commence upon the earliest payment date
          allowed under the Pension Plan.

               (2) the Actuarial Equivalent of the amount determined in Section
          5.1(b) based upon the same assumptions as those in Section 10.9(a)(1)
          except (A).

               (3) the Actuarial Equivalent of any amounts previously paid to
          the Participant under Section 10.7.

          (b) Investment Grade Rating Within Three Years. If, within three (3)
     years following a Change of Control, either (1) the Company or (2) the

     Parent, if any, is rated below an Investment Grade Rating, then a single
     sum payment shall be made immediately to such Participant of an amount
     determined in Section 10.9(a) hereof as if such Participant had incurred a
     Termination of Employment as of such date the rating drops below an
     Investment Grade Rating.

     X.10 Payment of Accounts Due to a Change of Control. On and after a Change
of Control and notwithstanding Sections 10.3, 10.4 or 10.5, in the event of a
Participant's Termination of Employment within three (3) years following a
Change of Control, the balances of his or her Accounts shall be paid immediately
in a single sum.

ARTICLE XI

                                    AMENDMENT

     XI.1 Prior to a Change of Control. The Company reserves the right to amend
this Plan from time to time by action of the Board of Directors, but without the
written consent of each Participant and Beneficiary of a deceased Participant,
no such action may reduce or relieve the Company of any obligation with respect


<PAGE>   28
to any Retirement Benefit (or Death Benefit) accrued or balance of Accounts
maintained under this Plan by such Participant (or Beneficiary) as of the date
of such amendment, except to the extent such amendment is required by written
opinion of counsel to the Company to avoid recognition of income by a
Participant or Beneficiary subject to federal income taxation.

     XI.2 After a Change of Control. This Plan may not be amended following a
Change of Control.

ARTICLE XII

                                   TERMINATION

     The Company, by action of the Board of Directors, reserves the right to
terminate this Plan, provided the Company pays to each Participant and
Beneficiary, on such date of termination of this Plan, the Actuarial Equivalent
single sum value of a Participant's unpaid Retirement Benefit (or of a
Beneficiary's unpaid Death Benefit) and the balance of Accounts maintained for
such Participant (or for a Beneficiary) as of the date of termination shall be
paid as soon as administratively possible; provided however, for this purpose a
Participant's Retirement Benefit shall be equal to the amount by which the
Actuarial Equivalent of (1) exceeds (2) plus (3):

               (1) the amount determined in Section 5.1(a) based upon the
          assumption that (A) the Participant has a nonforfeitable right to his
          benefit from the Pension Plan, (B) the Participant's early retirement
          benefit under the Pension Plan is determined using the Table of
          reduction factors that would have been available to such Participant
          had he or she not incurred a Termination of Employment until the day
          preceding his or her sixty-fifth (65th) birthday and based upon the
          Participant's age as of the Payment Date, and (C) benefits payable
          from the Pension Plan would commence upon the earliest payment date
          allowed under the Pension Plan.

               (2) the Actuarial Equivalent of the amount determined in Section
          5.1(b) based upon the same assumptions as those in subsection (a)(1)
          above except (A).

               (3) the Actuarial Equivalent of any amounts previously paid to
          the Participant under Section 10.7.

     If within ten (10) days after a Change of Control, the requirements of
Sections 10.9(b), (d), (e) and 10.10(b) hereof are not satisfied, the Plan shall
automatically terminate upon final payment of all amounts due in accordance with
Sections 10.9(b), (d), (e), 10.10, 13.3, 13.4 and 13.9 of this Plan.


<PAGE>   29
ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

     XIII.1 Administration. This Plan shall be administered by the Benefit Trust
Committee. The Benefit Trust Committee shall have, to the extent appropriate,
the same powers, rights, duties, and obligations with respect to this Plan as
the committee of the Trust has under the Trust document (other than the power to
amend this Plan).

     XIII.2 Finality of Determination. The determination of the Benefit Trust
Committee as to any disputed questions arising under this Plan, including
questions of construction and interpretation shall be final, binding, and
conclusive upon all persons.

     XIII.3 Expenses. The expenses of administering this Plan shall be borne by
the Company.

     XIII.4 Indemnification and Exculpation. The members of the Benefit Trust
Committee, its agents and officers, directors and employees of the Company shall
be indemnified and held harmless by the Company against and from any and all
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by them in connection with or resulting from any claim, action, suit,
or proceeding to which they may be a party or in which they may be involved by
reason of any action taken or failure to act under this Plan and against and
from any and all amounts paid by them in settlement (with the Company's written
approval) or paid by them in satisfaction of a judgment in any such action,
suit, or proceeding. The foregoing provision shall not be applicable to any
person if the loss, cost, liability, or expense is due to such person's gross
negligence or willful misconduct.

     XIII.5 Funding. While all benefits payable under this Plan constitute
general corporate obligations, the Company may establish a separate irrevocable
grantor trust for the benefit of all Participants, which trust shall be subject
to the claims of the general creditors of the Company in the event of such
corporation's insolvency, to be used as a reserve for the discharge of the
Company's obligations under this Plan to such Participants. Any payments made to
a Participant under the separate trust for his benefit shall reduce dollar for
dollar the amount payable to the Participant from the general assets of the
Company. The amounts payable under this Plan shall be reflected on the
accounting records of the Company but shall not be construed to create or
require the creation of a trust, custodial, or escrow account, except as
described above in this section. No Participant (or Beneficiary of a
Participant) shall have any right, title, or interest whatever in or to any
investment reserves, accounts, or funds that the Company may purchase,
establish, or accumulate to aid in providing benefits under this Plan. Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall
create a trust or fiduciary relationship of any kind between the Company, the
Parent or Compensation Committee and a Participant, Beneficiary or any other
person. Neither a Participant nor Beneficiary shall acquire any interest greater
than that of an unsecured, general creditor.

     XIII.6 Corporate Action. Any action required of or permitted by the Company
under this Plan shall be by resolution of its Board of Directors, the


<PAGE>   30
Compensation Committee or any person or persons authorized by resolution of such
Compensation Committee.

     XIII.7 Interests not Transferable. The interests of the Participants and
their Beneficiaries under this Plan are not subject to the claims of their
creditors and may not be voluntarily or involuntarily transferred, assigned,
alienated, or encumbered by them.

     XIII.8 Effect on Other Benefit Plans. Amounts credited or paid under this
Plan shall not be considered to be compensation for the purposes of a qualified
pension plan maintained by the Company or the Parent. The treatment of such
amounts under other employee benefits plans shall be determined pursuant to the
provisions of such plans.

     XIII.9 Legal Fees and Expenses. After a Change of Control, the Company
shall pay all reasonable legal fees and expenses which the Participant or a
Beneficiary may incur as a result of the Company's contesting the validity,
enforceability or the Participant's interpretation of, or determinations made
under, this Plan or the Trust.

     XIII.10 Deduction of Taxes from Amounts Payable.

          (a) Distribution. The Company shall deduct from the amount to be
     distributed such amount as the Company, in its sole discretion, deems
     proper to protect the Company against liability for the payment of death,
     succession, inheritance, income, or other taxes, and out of money so
     deducted, the Company may discharge any such liability and pay the amount
     remaining to the Participant, the Beneficiary or the deceased Participant's
     estate, as the case may be.

          (b) Withholding. The Company may withhold whatever taxes (including
     FICA, state or federal taxes) it, in its sole discretion, deems proper to
     protect the Company against liability for the payment of such withholding
     taxes and out of the money so deducted, the Company may discharge any such
     liability. Withholding for this purpose may come from any wages due to the
     Participant, or if none, from the Participant's Accounts hereunder.

     XIII.11 Facility of Payment. If a Participant or Beneficiary is declared an
incompetent or is a minor and a conservator, guardian, or other person legally
charged with his or her care has been appointed, any benefits to which such
Participant or Beneficiary is entitled shall be payable to such conservator,
guardian, or other person legally charged with his or her care. The decision of
the Benefit Trust Committee in such matters shall be final, binding, and
conclusive upon the Company and upon each Participant, Beneficiary, and every
other person or party interested or concerned. The Company and the Benefit Trust
Committee shall not be under any duty to see to the proper application of such
payments.

     XIII.12 Merger. This Plan shall be binding and enforceable with respect to
the obligation of the Company against any successor to the Company by operation
of law or by express assumption of the Plan, and such successor shall be
substituted hereunder for the Company.


<PAGE>   31
     XIII.13 Gender and Number. Except when the context indicates to the
contrary, when used herein, masculine terms shall be deemed to include the
feminine, and singular the plural.

     XIII.14 Invalidity of Certain Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and this Plan shall be construed
and enforced as if such provisions, to the extent invalid or unenforceable, had
not been included.

     XIII.15 Headings. The headings or articles are included solely for
convenience of reference, and if there is any conflict between such headings and
the text of this Plan, the text shall control.

     XIII.16 Notice and Information Requirements. Except as otherwise provided
in this Plan or as otherwise required by law, the Company shall have no duty or
obligation to affirmatively disclose to any Participant or Beneficiary, nor
shall any Participant or Beneficiary have any right to be advised of, any
material information regarding the Company, or at any time prior to, upon or in
connection with the Company's purchase, or any other distribution or transfer
(or decision to defer any such distribution) of any Company Stock or any other
stock held under this Plan.

     XIII.17 Governing Law. This Plan shall be governed by the laws of the State
of Delaware.

     Adopted on the ______ day of _______________ by the Board of Directors of
the Company as to its obligations.


                    By:
                        ---------------------------


                 Title:
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