<PAGE>

                                                                  EXHIBIT 10.113
                                                                   Tiffany & Co.
                                                             Report on Form 10-K

                               TIFFANY AND COMPANY

                                  PENSION PLAN

               AMENDED AND RESTATED EFFECTIVE AS OF MARCH 30, 2004
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 1 - DEFINITIONS...................................................    1

SECTION 2 - PARTICIPATION.................................................    9

SECTION 3 - LEAVES OF ABSENCE.............................................   11

SECTION 4 - VESTING.......................................................   12

SECTION 5 - BENEFITS......................................................   14

SECTION 6 - CONTRIBUTIONS.................................................   25

SECTION 7 - ADMINISTRATION OF THE PLAN....................................   26

SECTION 8 - MANAGEMENT OF ASSETS..........................................   28

SECTION 9 - CERTAIN RIGHTS AND OBLIGATIONS................................   29

SECTION 10 - CLAIM PROCEDURES.............................................   31

SECTION 11 - NON-ALIENATION OF BENEFITS...................................   32

SECTION 12 - TOP HEAVY PLAN...............................................   33

SECTION 13 - AMENDMENTS...................................................   35

SECTION 14 - CONSTRUCTION.................................................   36

APPENDIX I................................................................   37

APPENDIX II...............................................................   38

APPENDIX III..............................................................   39
</TABLE>
<PAGE>
                               TIFFANY AND COMPANY

                                  PENSION PLAN

                    ========================================

                             SECTION 1 - DEFINITIONS

                    ========================================

      The following words and phrases as used herein shall have the following
meanings unless a different meaning is plainly required by the context:

(1)   "Plan"                  Tiffany and Company Pension Plan, as described
                              herein or as from time to time hereafter amended
                              or restated.

(2)   "Company"               Tiffany and Company, a New York corporation,
                              Howard H. Sweet & Son, Inc. (formerly, Tiffco
                              Jewelry and Chain Crafts, Inc.), a Delaware
                              corporation, Judel Products Corp. (formerly,
                              Glassware Acquisition Inc.) a West Virginia
                              corporation, L.S. Wholesale, Inc., a Massachusetts
                              corporation, L.S. Holding (Florida), Inc., a
                              Florida corporation, L.S. Holding (USA), Inc., an
                              Alaska corporation, and L.S. Holding, Inc., a U.S.
                              Virgin Islands corporation, provided, however,
                              that, in the case of a person who is an Employee
                              of Tiffany and Company on his Employment
                              Commencement Date, the term "Company" as used
                              herein with respect to such person shall refer to
                              Tiffany and Company, in the case of a person who
                              is an Employee of Howard H. Sweet & Son, Inc. on
                              his Employment Commencement Date, the term
                              "Company" as used herein with respect to such
                              person shall refer to Howard H. Sweet & Son, Inc.,
                              in the case of  a person who is an Employee of
                              Judel Products Corp. on his Employment
                              Commencement Date, the term "Company" as used
                              herein with respect to such person shall refer to
                              Judel Products Corp., in the case of a person who
                              is an Employee of L.S. Wholesale, Inc. on his
                              Employment Commencement Date, the term "Company"
                              as used herein with respect to such person shall
                              refer to L.S. Wholesale, Inc., in the case of a
                              person who is an Employee of L.S. Holding
                              (Florida), Inc. on his Employment Commencement
                              Date, the term "Company" as used herein with
                              respect to such person shall refer to L.S.
                              (Florida), Inc., in the case of a person who is an
                              Employee of L.S. Holding (USA), Inc. on his
                              Employment Commencement Date, the term "Company"
                              as used herein with respect to such person shall
                              refer to L.S. Holding (USA), Inc., and in the case
                              of a person who is an Employee of L.S. Holding,
                              Inc. on his Employment Commencement Date, the term
                              "Company" as used herein with respect to such
                              person shall refer to L.S. Holding, Inc.

                                       1
<PAGE>
(3)   "Board of Directors"    Board of Directors of Tiffany and Company.

(4)   "Pre-ERISA
      Plan"                   Tiffany and Company Pension Plan and Trust as in
                              effect through January 31, 1976, incorporating an
                              informal pension plan maintained by the Company
                              prior to February 1, 1968.

(5)   "Affiliate"             Any member of the controlled group of companies of
                              which the Company is a member within the meaning
                              of Section 414(b), (c) and (m) of the Code.

(6)   "Committee"             The Pension Committee as described in Section 7.

(7)   "Plan Year"             Each twelve (12) month period commencing February
                              1 and ending on or before January 31, 1981, the
                              eleven (11) month period ending December 31, 1981
                              and each calendar year thereafter.

(8)   "Employee"              Any person employed by the Company or by a United
                              States Affiliate of the Company that has adopted
                              this Plan who receives regular stated compensation
                              from the Company or from such other United States
                              Affiliate of the Company, but excluding employees
                              (a) whose principal place of work is outside the
                              United States and (b) who are paid their
                              Compensation from a foreign bank or bank branch or
                              who are eligible to receive retirement, severance
                              or similar benefits under foreign law or as a
                              result of foreign custom. Notwithstanding any
                              other provision of the Plan, in the case of an
                              Employee who shall transfer from a foreign
                              location to a U.S. location or vice versa, the
                              Committee may, by regulation or otherwise and to
                              the extent it considers advisable, treat service
                              and/or compensation during the period of such
                              transfer, including compensation from and service
                              with an Affiliate, as service and/or compensation
                              with the Company for the purposes of vesting
                              and/or for determining the amount of pension or
                              other benefits which may be payable under the
                              Plan.

                              Based on his stated work schedule an Employee
                              shall be classified as a Regular Employee or a
                              Part-time Employee. A change in status between
                              Part-time Employee and Regular Employee shall be
                              deemed effective for purposes of Subsections (3)
                              and (4) of Section 4 as of the first of the month
                              coincident with or next following the date of such
                              change or, in the case of an Employee who
                              terminates employment and is reemployed in a
                              different status prior to incurring a Break in
                              Service, as of the intervening first day of a Plan
                              Year or, if none, as of the first of the month
                              coincident with or next following the date of
                              termination.

                              If a change in status between Part-time Employee
                              and Regular Employee is deemed effective on other
                              than the first day of a Plan Year and clause (ii)
                              (A) of Subsection 4(3) is applicable to the

                                       2
<PAGE>
                              Employee, he shall not incur a Break in Service
                              with respect to the Plan Year in which the change
                              is deemed effective, and shall for purposes of
                              determining Compensation, Average Final
                              Compensation and Creditable Service be considered
                              to have been a Regular Employee for the entirety
                              of such Plan Year; if such a change in status is
                              deemed effective on other than the first day of a
                              Plan Year and clause (ii) (B) of Subsection 4(3)
                              or Subsection 4(4) is applicable to the Employee,
                              he shall for purposes of determining Compensation,
                              Average Final Compensation and Creditable Service
                              be considered to have been a Part-time Employee
                              for the entirety of the Plan Year in which the
                              change is deemed effective.

                              However, "Employee" shall exclude any individual
                              retained by the Company to perform services for
                              the Company (for either a definite or indefinite
                              duration) and is characterized thereby as a
                              fee-for-service worker or independent contractor
                              or in a similar capacity (rather than in the
                              capacity of an employee), regardless of such
                              individual's status under common law, including,
                              without limitation, any such individual who is or
                              has been determined by a third party, including,
                              without limitation, a government agency or board
                              or court or arbitrator, to be an employee of the
                              Company for any purpose, including, without
                              limitation, for purposes of any employee benefit
                              plan of the Company (including this Plan) or for
                              purposes of federal, state or local tax
                              withholding, employment tax or employment law.

(9)   "Participant"           Any person included as a Participant as provided
                              in Section 2, except an Employee covered by a
                              collective bargaining agreement which expressly
                              excludes members of the collective bargaining unit
                              from the Plan.

(10)  "Compensation"          (i) In the case of an Employee who is not paid on
                              a piecework basis, the actual base salary paid to
                              him for services rendered to the Company
                              (exclusive of amounts attributable to the exercise
                              of employee stock options), including straight
                              time for all hours worked, commissions, bonuses,
                              premiums and incentives; and (ii) in the case of
                              an Employee who is paid on a piecework basis, the
                              actual remuneration paid to him; and (iii) in the
                              case of any Employee shown in the attached
                              Appendix I, the reference to Company for purposes
                              of this Subsection 1(10) only shall also refer to
                              Affiliates of the Company prior to October 15,
                              1984.

                              For the purposes of determining a Participant's
                              Compensation under the Plan, such calculation
                              shall be made without regard to any deductions
                              from a Participant's earnings for (i)
                              contributions to the Tiffany & Co. Employee Profit
                              Sharing and Retirement Savings Plan, (ii) premium
                              payments under any of the Company's health care
                              plan(s), (iii) allocations to a Dependent Care
                              Spending Account, or (iv) deferrals under the
                              Company's Executive


                                       3
<PAGE>
                              Deferral Plan, which are not includable in the
                              gross income of the Participant for the taxable
                              year in which such contributions, payments,
                              allocations and/or deferrals are made.

                              Compensation taken into account under the Plan
                              shall be limited to the maximum amount of
                              Compensation that may be taken into account under
                              Section 401(a)(17) of the Code, as from time to
                              time adjusted and/or amended.

(11)  "Average Final
      Compensation"           With respect to an Employee, his average annual
                              Compensation during those five years of his last
                              ten years of Creditable Service in which his
                              compensation was highest.  If an Employee has less
                              than five years of Creditable Service or less than
                              five Plan Years in which he accrued Creditable
                              Service, as the case may be, his "Average Final
                              Compensation" shall be computed over all such
                              years.

                              Except in respect of subdivision (b) of Subsection
                              5(1), "Average Final Compensation" shall reflect
                              those five years of his last ten years of
                              creditable service prior to July 31, 1985 or
                              December 31, 1984, as required by Section 5, in
                              which his compensation was highest. Compensation
                              earned subsequent to July 31, 1985 or December 31,
                              1984, as required by Section 5, shall not be
                              reflected in this calculation.

                              With respect to the change in the definition of
                              Average Final Compensation under Subsection 1(11)
                              of the Plan effective for Plan Years beginning
                              after December 31, 1994, such change shall not
                              apply to any Compensation earned prior to the
                              effective date of such change. Accordingly, if
                              Compensation for any Plan Year beginning prior to
                              January 1, 1995 is taken into account in
                              calculating Average Final Compensation or for any
                              other purpose under the Plan, Compensation for
                              such Plan Year shall be determined in accordance
                              with the previous definition of Average Final
                              Compensation. In addition, the Accrued Benefit
                              determined in accordance with the new definition
                              of Average Final Compensation shall not be less
                              than the Accrued Benefit determined as of December
                              31, 1994 under the previous definition.

 (12) "Creditable
      Service"                The period including fractions of a year rounded
                              up to the next whole month of an Employee's
                              service which is counted as a period of service
                              for vesting purposes under Section 4; provided,
                              however, that in the case of an Employee who
                              accrued Creditable Service hereunder both as a
                              Part-time Employee and also as a Regular Employee,
                              any Plan Year during which he completes at least
                              1,000 hours of service but less than the standard
                              number of hours of service in the regularly
                              scheduled work weeks for the


                                       4
<PAGE>
                              location at which he is employed shall be counted
                              as the corresponding fraction of a year of
                              Creditable Service; and provided, further, that in
                              the event of a change in status to which clause
                              (ii)(B) of Subsection 4(3) applies, there shall be
                              taken into account for purposes of the preceding
                              clause, with respect to the Plan Year in which the
                              change in status is effective, forty-five hours of
                              service for each week or partial week of service
                              performed subsequent to the change in status and
                              before the end of such Plan Year.

                              If an Employee becomes re-employed after February
                              1, 1976, and again becomes a Participant pursuant
                              to Section 2, subject to Subsection 4(5), his
                              service shall be credited as of his Reemployment
                              Commencement Date.

                              For an Employee shown in the attached Appendix I,
                              any period during which the Employee was an
                              employee of an Affiliate of the Company prior to
                              October 15, 1984.

(13)  "Actuarial
      Equivalent"             A benefit of equivalent value, when computed on
                              the basis of the factors shown in Appendix II.
                              Effective as of January 1, 2000, the single sum
                              value which is the Actuarial Equivalent of any
                              other form of benefit shall in all cases be
                              determined using the Applicable Interest Rate and
                              the Applicable Mortality Table.

(14)  "Social
      Security
      Benefit"                The amount of the Participant's anticipated
                              unreduced primary insurance benefit under Title II
                              of the Federal Social Security Act.  The benefit
                              shall be computed on the basis of such Act in
                              effect at the earlier of July 31, 1985, or the
                              time he last ceases to be a Participant, and shall
                              consist of that annual amount to which he would
                              upon proper application be entitled at the date of
                              retirement or termination, or at age 65 if later,
                              on the basis of his Compensation as determined
                              under the Plan irrespective of earnings he may be
                              receiving in excess of any limit on earnings for
                              full entitlement to such benefit.

                              When used in connection with the computation of
                              any retirement allowance other than a retirement
                              allowance payable to a Participant who terminates
                              employment at or after age 65, it shall mean the
                              said Social Security Benefit computed on the
                              assumption that the Participant will continue to
                              receive Compensation until age 65 for purposes of
                              Social Security in the same amount as in effect on
                              the date of his retirement or termination. With
                              respect to periods for which the Participant's
                              actual compensation for Social Security purposes
                              is not available, the Social Security Benefit
                              shall be calculated on the assumption that the
                              Participant had compensation for Social Security
                              purposes after 1951, or age 22 if


                                       5
<PAGE>
                              later and prior to his last date of hire or rehire
                              which increased 6 percent each year to his
                              Compensation on such date of hire or rehire.

                              Each Participant shall have the right to have his
                              Social Security Benefit computed on the basis of
                              the Participant's actual salary history as of the
                              earlier of July 31, 1985, or the time he last
                              ceases to be a Participant, instead of estimated
                              compensation. Each Employee shall be provided with
                              written notice of the Employee's right to supply
                              actual salary history and of the financial
                              consequences of failing to supply such history.
                              The notice must be given each time the summary
                              plan description is provided to the Employee and
                              must also be given upon separation from service.
                              The notice must state that the Employee can obtain
                              the actual salary history from the Social Security
                              Administration. If the Participant supplies
                              documentation of his or her actual salary history,
                              the Participant's benefit will be adjusted to the
                              offset based on actual salary history for years
                              previously estimated before separation from
                              service (assuming no post-separation or
                              post-retirement compensation). Such documentation
                              must be supplied within a reasonable period
                              following the later of the date of separation from
                              service (by retirement or otherwise) or the time
                              when the Participant is notified of the benefit to
                              which he is entitled.

(15)  "Hour of
      Service"                (1) Any hour for which a Regular Employee or a
                              Part-time Employee is directly or indirectly paid
                              or entitled to payment by the Company for the
                              performance of duties, which such hours shall be
                              credited, in the case of a Part-time Employee, for
                              the computation period or periods in which the
                              duties are performed;

                              (2) Any hour for which a Part-time Employee is
                              directly or indirectly paid or entitled to payment
                              by the Company for reasons (such as vacation,
                              sickness or disability) other than for the
                              performance of duties, which such hours shall be
                              credited to the Part-time Employee in accordance
                              with Department of Labor Regulations section
                              2530.200b-2; and

                              (3) Any hour for which back pay, irrespective of
                              mitigation of damages, has been either awarded or
                              agreed to by the Company in the case of a
                              Part-time Employee, which such hours shall be
                              credited to the Part-time Employee for the
                              computation period or periods to which the award
                              or agreement pertains.

                              Any Employee who is paid on a piecework basis
                              shall be credited with ten Hours of Service for
                              each day on which he would be entitled to credit
                              for one Hour of Service under the foregoing
                              definition.


                                       6
<PAGE>
(16)  "Employment
      Commencement
      Date"                   Except as provided in Section 2(9) below, in the
                              case of a Regular Employee, the date on which he
                              first performs an Hour of Service. In the case of
                              a Part-time Employee, "Employment Commencement
                              Date" shall mean the first day for which he is
                              entitled to be credited with an Hour of Service
                              under subdivision (1) of Subsection 1(15) above.

(17)  "Discontinuance
      of Active
      Employment Date"        In the case of a Regular Employee, the earlier of
                              (i) his retirement or other termination of
                              employment with the Company, or (ii) the first
                              anniversary of the first day of any continuing
                              period of absence from service with the Company,
                              with or without pay, which is neither (A) a leave
                              of absence described in Subsection (1), (2) or
                              (3) of Section 3, nor (B) the result of his
                              retirement or termination.

(18)  "Break in
      Service"                (1)   In the case of a Part-time Employee, a Plan
                              Year in which he fails to complete an Hour of
                              Service, other than a Plan Year during any part of
                              which he is on a leave of absence described in
                              Section 3.  In the case of a Regular Employee, a
                              Break in Service shall occur when he fails to
                              perform an Hour of Service within a one-year
                              period beginning on any Discontinuance of Active
                              Employment Date.

                              (2) In addition, and notwithstanding the rules
                              described under subdivision (1) of Subsection
                              1(18) above, any individual who is absent from the
                              service of the Company on account of pregnancy,
                              birth of a child of such individual, or for
                              purposes of caring for such a child during the
                              period immediately following childbirth or
                              placement for adoption shall be credited, for
                              purposes of this Section, with the Hours of
                              Service for which he would normally have received
                              credit had he not been absent from the service of
                              the Company for one of the reasons described
                              above, up to a maximum of five hundred and one
                              (501) Hours of Service, which hours shall be
                              credited in accordance with Section 202(b)(5) of
                              ERISA, as amended by the Retirement Equity Act of
                              1984, and related regulations.

(19)  "Reemployment
      Commencement
      Date"                   In the case of a Regular Employee, the date on
                              which he first performs an Hour of Service
                              following a Break in Service.  In the case of a
                              Part-time Employee, "Reemployment Commencement
                              Date" shall mean the first day for which he is
                              entitled to be credited with an Hour of Service
                              under subdivision (1) of Subsection 1(15)
                              following (i) a Break in Service which follows
                              either (A) a Plan Year or other eligibility
                              computation period


                                       7
<PAGE>
                              described in Section 2 in which he is credited
                              with at least an Hour of Service, or (B) a Plan
                              Year during any part of which he is on a leave of
                              absence described in Section 3, or (ii) a Plan
                              Year in which he is credited with no Hours of
                              Service which follows a Reemployment Commencement
                              Date established under clause (i).

(20)                          The masculine pronoun wherever used shall include
                              the feminine.

(21)  "Code"                  Internal Revenue Code of 1986, as amended.

(22)  "Taxable Wage
      Base"                   The contribution and benefit base under section
                              230 of the Federal Social Security Act as in
                              effect in the year in question.

(23)  "Covered
      Compensation"           The average (without indexing) of the Taxable Wage
                              Bases in effect for each calendar year during the
                              35-year period ending with the year in which the
                              Participant attains (or will attain) social
                              security retirement age, calculated as provided in
                              Treasury Regulation Section 1.401(1)-1(c)(7).

(24)  "Accrued Benefit"       The amount on a given date of the benefits
                              provided under Subsection 5(1) of the Plan using
                              Average Final Compensation, Covered Compensation
                              and Creditable Service determined as of such date.
                              The Accrued Benefit may be expressed in a form
                              which is the Actuarial Equivalent.

(25)  "Applicable Interest
      Rate"                   For any distribution the annual interest rate on
                              30-year Treasury securities as specified by the
                              Commissioner of the Internal Revenue Service in
                              revenue rulings, notices or other guidance,
                              published in the Internal Revenue Bulletin, for
                              the third month preceding the first day of the
                              month in which the benefit commencement date
                              occurs.

(26)  "Applicable Mortality
      Table"                  The mortality table based on the prevailing
                              commissioners' standard table (described in
                              section 807(d)(5)(A) of the Code) used to
                              determine reserves for group annuity contracts
                              issued on the date as of which present value is
                              determined (without regard to any other
                              subparagraph of section 807(d)(5) of the Code),
                              that is prescribed by the Commissioner of the
                              Internal Revenue Service in revenue rulings,
                              notices, or other guidance, published in the
                              Internal Revenue Bulletin.


                                       8
<PAGE>
                            SECTION 2 - PARTICIPATION

                    ========================================

(1)   Any person who is a Participant as of December 31, 1999 shall remain a
Participant in the Plan on January 1, 2000. After December 31, 1999, a Regular
Employee shall become a Participant on the first anniversary of his Employment
Commencement Date, provided that he is an Employee on such first anniversary. A
Part-time Employee shall become a Participant on January 1 or July 1 coincident
with or next following the first anniversary of his Employment Commencement
Date, provided (i) that he is an Employee on such January 1 or July 1, and (ii)
that he completes 1,000 Hours of Service during the one-year period commencing
on his Employment Commencement Date. If a person would have become a Participant
but for the fact that he was not an Employee on the applicable entry date, he
shall nevertheless become a Participant immediately upon his again becoming an
Employee, provided he again becomes an Employee prior to incurring a Break in
Service.

(2)   If a Part-time Employee does not complete 1,000 Hours of Service during
the one-year period commencing on his Employment Commencement Date, he shall
become a Participant immediately following the close of the first Plan Year
commencing after his Employment Commencement Date in which he does complete
1,000 Hours of Service, other than a Plan Year in which he has a Reemployment
Commencement Date, in which case he shall become a Participant immediately
following the close of (i) the one-year period commencing on such Reemployment
Commencement Date or (ii) the first Plan Year commencing after such Reemployment
Commencement Date, in which he completes 1,000 Hours of Service.

(3)   A Regular Employee who has become a Participant shall cease to be a
Participant on his Discontinuance of Active Employment Date, and a Part-time
Employee who has become a Participant shall cease to be a Participant on the
date he ceases to be an Employee or, if earlier, on the date on which he incurs
a Break in Service. Such a former Participant, unless he ceased to be a
Participant as a result of incurring a Break in Service, shall immediately again
become a Participant if, prior to incurring a Break in Service, he either (i)
performs an Hour of Service as a Regular Employee, or (ii) is entitled to be
credited with an Hour of Service under subdivision (1) of Subsection 1(15) as a
Part-time Employee.

(4)   If an Employee who is vested ceases to be a Participant and has a
subsequent Reemployment Commencement Date on which he is a Regular Employee, he
shall again become a Participant as of his Reemployment Commencement Date if (i)
he is an Employee on the first anniversary of such date or, (ii) he is not an
Employee on such first anniversary but again becomes an Employee prior to
incurring a Break in Service which is subsequent to his Reemployment
Commencement Date. If an Employee who is vested ceases to be a Participant and
has a subsequent Reemployment Commencement Date on which he is a Part-time
Employee, he shall again become a Participant as of his Reemployment
Commencement Date if he completes 1,000 Hours of Service during the one-year
period commencing on his Reemployment Commencement Date or, if he does not, as
of the first day of the first Plan Year commencing after his Reemployment
Commencement Date in which he completes 1,000 Hours of Service, other than a
Plan Year in which he has another Reemployment Commencement Date.

(5)   If any Employee who is not vested ceases to be a Participant and has a
subsequent Reemployment Commencement Date, he shall again become a Participant
in accordance with the appropriate rule of Subsection (4) for vested Employees,
provided that the number of consecutive one-year Breaks in Service did not equal
or exceed the greater of 5 or the aggregate number of years of service before
such Break in Service. If his prior service does not satisfy the applicable
condition of the preceding sentence, his


                                       9
<PAGE>
Reemployment Commencement Date will be deemed his Employment Commencement Date
for purposes of this Section, and rules of Subsections (1) and (2) hereof will
apply.

(6)   For purposes of this Section 2, in determining whether an Employee shall
become a Participant, service with any Affiliate of the Company shall be taken
into account, in accordance with the foregoing rules, as if such service had
been rendered to the Company and such service shall include service as a leased
employee within the meaning of Code Section 414(n) of the Company or an
Affiliate.

(7)   For purposes of this Section 2, William R. Chaney will not be considered a
Participant at any time under the provisions of this Plan.

(8)   Notwithstanding anything herein to the contrary, for purposes of this
Section 2, any person who was an employee of Howard H. Sweet & Son, Inc.
(formerly Tiffco Jewelry and Chain Crafts, Inc.) on January 27, 1997, shall
become a Participant in the Plan as of his or her Employment Commencement Date.

(9)   Notwithstanding anything herein to the contrary, for the purposes of this
Section 2, any person who was an Employee of L.S. Wholesale, Inc., a
Massachusetts corporation, L.S. Holding (Florida), Inc., a Florida corporation,
L.S. Holding (USA), Inc., an Alaska corporation, or L.S. Holding, Inc., a U.S.
Virgin Islands corporation, on October 8, 2002, shall become a Participant in
the Plan as of October 8, 2002 and October 8, 2002 shall be deemed the
Employment Commencement Date of such a person.

                                       10
<PAGE>
                          SECTION 3 - LEAVES OF ABSENCE

                    ========================================

(1)   The Company may authorize an unpaid or paid leave of absence under its
standard personnel practices as applied in a uniform and non-discriminatory
manner to all Employees similarly situated, provided that the Employee must
return to service with the Company within the period of time specified in the
authorization.

(2)   Any Employee who shall be granted a leave of absence for service in the
armed forces of the United States or in emergency government service, or
pursuant to a leave granted by the Company, shall be deemed to be an Employee
during such leave and his Compensation in the last full calendar year of his
employment immediately preceding the beginning of such leave shall be deemed to
be his annual Compensation for the purposes of the Plan during such leave,
provided that such Employee returns to the employ of the Company within the
period provided by law for the protection of his reemployment rights following
his discharge or release from active duty in such armed forces.

(3)   The Committee may, under rules uniformly applicable to all Employees
similarly situated, include as service and compensation, respectively, for any
Participant retiring hereunder, any period or periods of service and the
compensation earned during such period or periods, not otherwise creditable or
recognized hereunder, rendered or earned in the employment of any Affiliate;
provided that the retirement allowance payable on account of such additional
period of service shall be reduced by any employer-provided retirement benefit
which is payable on account of the same period of service under any retirement
plan of such Affiliate.

(4)   Anything herein contained to the contrary notwithstanding, the Committee
may, under rules uniformly applicable to all Employees similarly situated,
include as service such other periods of excused absence from employment as it
deems appropriate and consistent with Plan objectives.

(5)   Except as otherwise specifically provided in this Section 3, where the
Company authorizes a paid leave of absence which does not require the Employee
to return to service with the Company, such Employee shall be deemed to be an
Employee during such leave for all purposes under the Plan.


                                       11
<PAGE>
                               SECTION 4 - VESTING

                    ========================================

(1)   A person shall be vested if the period of his service equals or exceeds
five years computed in accordance with the rules set forth in this section or
when he attains normal retirement age as specified in subdivision (a) of
Subsection 5(2) hereof. A person shall also be vested if he was (i) an employee
of Howard H. Sweet & Son, Inc. (formerly Tiffco Jewelry and Chain Crafts, Inc.)
on January 27, 1997, and (ii) a Participant in the Plan as of such date.

(2)   There shall be counted as periods of service for vesting purposes the sum
of the following periods:

      (a)   any period prior to February 1, 1976 during which a person was an
Employee, unless such period would have been disregarded in computing service
under the rules of the Plan regarding Breaks in Service then applicable, but
including any period which was disregarded solely because of the Participant's
age;

      (b)   with respect to a Part-time Employee, each Plan Year beginning on or
after February 1, 1976 during which such Employee completes 1,000 Hours of
Service;

      (c)   with respect to a Regular Employee, each period of his employment
with the Employer, beginning on both (i) the later of February 1, 1976 or his
Employment Commencement Date and (ii) any Reemployment Commencement Date after
February 1, 1976, and ending on his Discontinuance of Active Employment Date
next following;

      (d)   with respect to a Regular Employee, the period between any
Discontinuance of Active Employment Date and the date on which he next performs
an Hour of Service if such date is within one year of such Discontinuance of
Active Employment Date; provided, however, that if a Regular Employee's
employment is terminated during any absence from service which would not
otherwise result in a Discontinuance of Active Employment Date until the first
anniversary of the first day thereof, vesting service shall include the period
from his discontinuance of Active Employment Date to the date on which he next
performs such an Hour of Service only if he next performs such an Hour of
Service within one year of the first day of such absence.

      (e)   with respect to an Employee shown in the attached Appendix I, the
period during which the Employee was an employee of an Affiliate of the Company
prior to October 15, 1984.

      Notwithstanding the foregoing, in no event shall the number of years of
service credited to an Employee under the Plan as in effect on January 1, 1982
be less than the number of such years credited to him under the Plan as in
effect on December 31, 1981.

(3)   For purposes of Subsection (2) above, if a person's status is changed from
Part-time Employee to Regular Employee, he shall receive credit, as of the date
such change in status is effective, for a period of service consisting of (i)
service credited to him under Subsection (2)(a) and (b) for Plan Years prior to
the Plan Year in which the change in status is effective, and (ii) the greater
of (A) the period beginning on the first day of the Plan Year in which the
change in status is effective (or, if later, the first day he was an Employee
during such Plan Year) and ending on the date such change in status is
effective, or (B) the service which would be taken into account for such period
under Subsection (2)(b) on the basis of Hours of Service completed to the date
of change. If clause (ii)(A) of the preceding sentence applies, the Employee
shall receive credit for service subsequent to the change in status commencing
on the first day thereafter on


                                       12
<PAGE>
which he is an Employee; if clause (ii)(B) of such sentence applies, he shall
only receive credit for service subsequent to the change in status commencing on
the day after the last day of the Plan Year in which the change in status is
effective.

(4)   For purposes of Subsection (2) above, if a person's status is changed from
Regular Employee to Part-time Employee, he shall receive credit, as of the date
such change in status is effective, for (i) a number of years of service equal
to the number of 1-year periods of service credited to him under Subsections
(2)(a), (c) and (d) as of the date the change in status is effective, and (ii)
forty-five Hours of Service for each week or partial week of any fractional part
of a year credited to him under such Subsections (2)(a), (c) and (d) as of the
date the change in status is effective, such hours to be credited to him for
purposes of Subsection 2(b) in the Plan Year in which the change is effective.

(5)   Notwithstanding anything to the contrary above, if a former Participant
again becomes a Participant after incurring a Break in Service, service credited
for vesting purposes prior to the date his participation ceased shall be
disregarded if (A) his service for vesting purposes on such date is less than
five years and (B) if the number of his consecutive one-year Breaks in Service
equals or exceeds 5. However, for purposes of this Subsection (5), there shall
be no forfeiture of vesting service prior to the date participation ceased if he
remains a Participant at all times during those four consecutive Plan Years next
following the Plan year in which he again becomes a Participant.

(6)   Solely for the purposes of calculating vesting service under this Section
4 and not for the purpose of calculating Creditable Service under Subsection
1(12) hereof (except to the extent provided in Section 3 hereof), service with
any Affiliate of the Company shall be taken into account as if the term
"Company" in the foregoing rules included such Affiliate and service as a leased
employee within the meaning of Section 414(n) on the Company or an Affiliate
shall also be taken into account, provided that no period of service shall be
taken into account hereunder more than once.



                                       13

<PAGE>

                              SECTION 5 - BENEFITS

(1)   (a)   Subject to Subsection 5(3), any person who ceases to be an active
Participant after he is vested shall be entitled to an annual retirement
allowance, payable in monthly installments commencing at the end of the calendar
month immediately following his Month of Retirement, and continuing to and
including the last monthly payment in the month of his death, equal to 1 percent
of the Participant's Average Final Compensation not in excess of Covered
Compensation multiplied by the number of his years, including fractions thereof,
of Creditable Service, plus 1-1/2 percent of his Average Final Compensation in
excess of Covered Compensation multiplied by the number of his years, including
fractions thereof, of Creditable Service. For this subdivision (a) of Subsection
5(1) only, Compensation earned after January 1, 1985, for any Participant or
former Participant who works less than a full Plan Year, will equal the
Compensation he would have earned if he had worked the full Plan Year.

      (b)   The annual retirement allowance accrued as of December 31, 1984,
shall be equal to the excess of (i) 1-3/4 percent of the Participant's Average
Final Compensation (determined as of December 31, 1984) multiplied by the number
of his years of Creditable Service (determined as of December 31, 1984) up to
ten plus 1-1/2 percent of the Participant's Average Final Compensation
(determined as of December 31, 1984) multiplied by his remaining years of
Creditable Service (determined as of December 31, 1984) over (ii) 1-1/4 percent
of the Participant's Social Security Benefit (determined as if the Participant
had terminated as of December 31, 1984) multiplied by the number of his years of
Creditable Service (determined as of December 31, 1984) completed by him
subsequent to the end of the calendar month in which he attained age 25 (for
purposes of this clause (ii) of this Subsection 5(1)(b), prorating Creditable
Service accrued for the Plan Year in which he attained age 25 if he was then
considered a Part-time Employee), up to a maximum of 50 years.

      (c)   In no event shall the annual retirement allowance computed in
subdivisions (a) and (b) of this Subsection (5)(1) be less than the annual
retirement allowance computed as the excess of (i) 1-3/4 percent of the
Participant's Average Final Compensation (determined as of July 31, 1985)
multiplied by the number of his years of Creditable Service (determined as of
July 31, 1985) up to ten plus 1-1/2 percent of the Participant's Average Final
Compensation (determined as of July 31, 1985), multiplied by his remaining years
of Creditable Service (determined as of July 31, 1985) over (ii) 1-1/4 percent
of the Participant's Social Security Benefit (determined as if the Participant
had terminated as of July 31, 1985) multiplied by the number of his years of
Creditable Service (determined as of July 31, 1985) completed by him subsequent
to the end of the calendar month in which he attained age 25 (for purposes of
this clause (ii) of this Subsection 5(1)(c), prorating Creditable Service
accrued for the Plan Year in which he attained age 25 if he was then considered
a Part-time Employee), up to a maximum of 50 years.

      (d)   In no event shall the annual retirement allowance computed in
subdivisions (a) and (b), and subject to a minimum benefit as computed in
subdivision (c) of this Subsection (5)(1) be less than $100 multiplied by the
number of his years of Creditable Service. In addition, no Participant's Accrued
Benefit shall be less than what such Participant had accrued as of the last day
of the last Plan Year beginning before January 1, 1989.

(2)   (a)   Normal Retirement - A Participant who has reached the later of (i)
his 65th birthday or (ii) the 5th anniversary of his date of hire (normal
retirement age hereunder) may retire on a retirement allowance computed in
accordance with Subsection 5(1); except that any Participant shall, at his
election, be continued in service after age 65. At normal retirement age, all
benefits payable under the Plan shall be nonforfeitable.


                                       14
<PAGE>
      (b)   Early Retirement - Any Participant who has attained age 60 and has
rendered 15 or more years of Creditable Service shall be retired by the
Committee on a retirement allowance on the first day of the calendar month next
following receipt by the Committee of a written application therefor by the
Participant. At the Participant's election, he shall receive a retirement
allowance commencing on his retirement which shall be equal to the retirement
allowance computed in accordance with 5(1) he would otherwise receive upon
attaining age 65, reduced by 1/12th of 5 percent for each month by which the
date of his retirement allowance would otherwise have commenced under Subsection
5(1).

            At the time of retirement pursuant to this subsection (b) on a
retirement allowance commencing on his retirement, the Participant may elect to
convert the retirement allowance otherwise payable to him into an Actuarial
Equivalent of such amount so that, with his Social Security Benefit which, for
this purpose, shall be assumed to commence as of either his sixty-second or
sixty-fifth birthday, as the Participant elects, the Participant will receive,
so far as possible, the same amount each year before and after he commences to
receive such Social Security Benefit.

      (c)   Vested Retirement - Payments to any person who ceases to be a
Participant on or after February 1, 1976, and is entitled to a retirement
allowance pursuant to Subsection 5(1) and to whom subdivisions (a) and (b) of
Subsection 5(2) do not apply shall commence on the last day of the calendar
month next following the later of (i) the occurrence of his 65th birthday or
(ii) receipt by the Committee of a written application therefor; provided that
if the proper amount of such payment cannot for any reason be ascertained by
such date, a payment retroactive to such date shall be made within sixty days of
the earliest date on which it can be ascertained. Such a person may, by written
notice to the Committee, elect to have his retirement allowance commence at any
time after he has attained age 60 and completed 15 years of Creditable Service
and after receipt by the Committee of his application for benefits; provided,
however, that payment of such allowance prior to the attainment of age 65 shall
be in a reduced amount and shall be the Actuarial Equivalent as of the date
payments commence of the retirement allowance computed in accordance with
Subsection 5(1) which he would otherwise receive after attaining age 65.

(3)   Optional Benefits in Lieu of Regular Benefits. (a) Prior to commencement
of the payment of a retirement allowance to a Participant, he shall be given a
written explanation of the benefits and the options under subdivision (b) hereof
pursuant to which he may provide a benefit for his spouse in the event of his
death after his retirement. Unless an optional form of benefit is selected
pursuant to an election meeting the same requirements as prescribed in Section
5(3)(c), or with respect to former Participants in Section 5(4)(f), within the
ninety (90) day period ending on the date benefit payments would commence, a
married Participant shall be deemed to have elected to convert his retirement
allowance into an Actuarial Equivalent in the form of an annuity for his life
with a survivor annuity for the life of his spouse equal to one-half of the
amount of the annuity payable during their joint lives.

      (b)   Any Participant may, by written notice made in accordance with the
same requirements for former Participants as prescribed in Section 5(4)(f) and
filed with the Committee prior to the date of the commencement of his retirement
allowance, elect to convert his retirement allowance into the Actuarial
Equivalent thereof paying a proportionately reduced retirement allowance during
his life, with the provision that after his death an allowance of 50%,
66-2/3%, 75% or 100% of the rate of his reduced allowance, at his designation,
shall continue during the life of, and shall be paid to, the beneficiary
designated by him at the time of electing the option. The election of an
optional benefit may be revoked or changed by the Participant at any time prior
to the benefit commencement date; provided, however, that if the Participant or
the beneficiary designated under the option dies prior to the date the election
of the option becomes effective, the option shall thereby be automatically
revoked; and provided, further, that if the designated beneficiary is other than
the Participant's spouse, the present value of the payments to be made to such


                                       15
<PAGE>
Participant shall be more than 50 percent of the present value of the total
payments to be made to the Participant and his beneficiaries. A Participant's
designation of a beneficiary other than the Participant's spouse shall not be
effective unless (i) the Participant and his spouse have waived the spouse's
allowance defined in Subsection 5(4)(d) and the spouse has waived his or her
right to be the Participant's beneficiary, (ii) the Participant has no spouse,
or (iii) the spouse cannot be located.

      (c)   In the event that a married Participant elects to receive his Plan
benefit in a form other than an annuity for his life with a survivor annuity for
the life of his spouse, such election shall not take effect unless written
consent of the spouse to such election, witnessed by a notary public or a member
of the Committee, is on file with the Committee. Such consent shall be
irrevocable as to any specific waiver or designation of any beneficiary. (The
requirement of spousal consent may be waived by the Committee under certain
limited circumstances in accordance with Section 417(a)(2) of the Code and
related regulations.) A spousal consent filed with the Committee shall be
applicable only with respect to the spouse who has signed such form.

      (d)   A Participant shall be furnished a written explanation of (i) the
terms and conditions of the normal form of benefit; (ii) the right of the
Participant to make, and the effect of, an election to reject the normal form of
benefit, which includes an explanation of the optional forms of benefit and
their relative values; (iii) the right of the Participant's spouse, if any, to
consent or not to consent to such election; and (iv) the right of the
Participant to make, and the effect of, a revocation of such an election.

      Prior to January 1, 1997, the explanation shall be provided not more than
90 days and not less than 30 days before a Participant's benefit commencement
date. After December 31, 1996, the explanation shall be provided not more than
90 days before and no later than 60 days after a Participant's benefit
commencement date.

      Notwithstanding the foregoing, after December 31, 1996, a benefit
commencement date which is not at least 30 days after the written explanation
described above was provided to the Participant will be permitted if (i) the
written explanation explains that the Participant has the right to at least 30
days to consider whether to make an election; (ii) the Participant is permitted
to revoke a benefit election at any time until the benefit commencement date, or
if later, at any time before the end of the 7-day period beginning on the day
after the written explanation is provided to the Participant; and (iii)
distribution of benefits does not begin before the date the 7-day period
described above expires (which date may be later than the benefit commencement
date).

(4)   Survivorship Benefits. (a) Upon (i) the death of a Participant who has
become vested in his Accrued Benefit, as provided in Section 4 of the Plan, (ii)
the death of a Participant who has attained normal retirement age as specified
in Subdivision (a) of Subsection 5(2), (iii) the death of a former Participant
who had attained age 60 and rendered 15 or more years of Creditable Service
prior to the date he ceased to be a Participant (but who was not receiving at
the time of his death any retirement allowance), or (iv) the death of a former
Participant who had not both attained age 60 and rendered 15 or more years of
Creditable Service but had become vested in his Accrued Benefit prior to the
date he ceased to be a Participant (but who was not receiving at the time of his
death any retirement allowance) there shall be payable to the Participant's or
former Participant's spouse, if any, a spouse's allowance as provided for in
this Section 5(4) below.

      (b)   The amount of the spouse's allowance shall be determined by Section
5(4)(d) below for the spouse of a Participant described in Section 5(4)(a)(i) or
(ii) above or for the spouse of a former Participant described in Section
5(4)(a)(iii) above. The amount of the spouse's allowance shall be determined by
Section 5(4)(e) below for the spouse of a former Participant described in
Section 5(4)(a)(iv) above.


                                       16
<PAGE>

      (c)   The spouse's allowance shall commence as the first day of the
calendar month following the month in which the Participant or former
Participant died or would have been age 60, whichever is the later, except that
the Committee may, under rules uniformly applicable to all Participants and
former Participants similarly situated, direct payment commencing on the first
day of any earlier calendar month after the Participant's or former
Participant's death.

      (d)   If the Committee does not direct early commencement of payment, the
spouse's allowance for the spouse of a person described in Section 5(4)(a)(i),
(ii) or (iii) above shall be the greater of (i) an allowance for the life of the
spouse, payable monthly, which is equal to 20 percent of the Participant's or
former Participant's annual rate of compensation at the time of his death or
earlier termination of employment, or (ii) an allowance equal to the allowance
the spouse would have received if the Participant or former Participant were
deemed to have terminated his service on the date of his death (whether or not
an earlier termination of service occurred) and elected to receive, based on his
Average Final Compensation and years of Creditable Service at his actual date of
termination of service with the Company, the maximum retirement allowance
payable to him under Subsections 5(1) and 5(2) that would commence at the later
of normal retirement age or the date of death, reduced for election of the 100%
survivorship option at such deemed termination date, and continuing after his
death in the same monthly amount during the life of his spouse. If the Committee
does direct early commencement of payment, the spouse's allowance shall be a
monthly allowance for the life of the spouse which is the Actuarial Equivalent
of the allowance the spouse would otherwise have received pursuant to the
preceding sentence. Notwithstanding the foregoing, in no event shall the
spouse's allowance be less than the amount the spouse would have received under
the terms of the Plan as in effect on December 31, 1984, had the Participant
died on that date.

      (e)   If the Committee does not direct early commencement of payment, and
unless an optional form of benefit is selected within the election periods
pursuant to a qualified election, the spouse's allowance for the spouse of a
person described in Section 5(4)(iv) above shall equal the allowance the spouse
would have received if the former Participant were deemed to have retired at the
normal retirement age and elected to receive, based on his Average Final
Compensation and years of Creditable Service at the actual date of termination
of service with the Company, a retirement allowance payable to him under
Subsection 5(1) and 5(2), reduced for election of the 50% survivorship option at
the normal retirement age, and continuing after his death in an amount equal to
50% of the amount that would have been payable to the Participant during his
life. If the Committee does direct early commencement of payment, the spouse's
allowance shall be a monthly allowance for the life of the spouse which is the
Actuarial Equivalent of the allowance the spouse would otherwise receive
pursuant to the preceding sentence. Notwithstanding the foregoing, in no event
shall the spouse's allowance be less than the amount the spouse would have
received under the terms of the plan as in effect on December 31, 1984 had the
former Participant died on that date.


                                       17
<PAGE>
(5)   Restoration to Participation. Anything herein contained to the contrary
notwithstanding, if a former Participant who has received or is receiving
benefits under this Section 5 again becomes an Employee, (i) any benefits he is
receiving shall cease upon his reemployment if he is reemployed as a Regular
Employee, or upon his satisfying the participation requirements of Section 2 if
he is reemployed as a Part-time Employee, provided that benefits will not be
suspended in any calendar month unless the Employee has completed at least 40
hours of service with the company in service recognized under Section
203(a)(3)(B) of ERISA or received payment for any such hours of service
performed on each of 8 or more days in such month, (ii) he shall then again
become a Participant, and (iii) the Creditable Service which he had when he last
ceased to be an Employee shall be restored to him. On his subsequent retirement
the benefit payable shall be based on his Compensation and Creditable Service
before and after the period of prior retirement, reduced by an amount which is
the Actuarial Equivalent of the benefits he received prior to his restoration to
participation; provided, however, that such benefit shall not be less than the
benefit he was receiving during his prior retirement. If benefit payments have
been suspended, payments shall resume no later than the first day of the third
calendar month after the calendar month in which the Employee ceases to be
employed in ERISA Section 203(a)(3)(B) service. No payment shall be withheld by
the Plan pursuant to this section unless the Plan notifies the Employee by
personal delivery or first class mail during the first calendar month or payroll
period in which the Plan withholds payments that his benefits are suspended.
Such notifications shall contain a description of the specific reasons why
benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of the Code of Federal Regulations.

In addition, the notice shall inform the Employee of the Plan's procedures for
affording a review of the suspension of benefits. Requests for such reviews may
be considered in accordance with the claims procedure adopted by the Plan
pursuant to Section 503 of ERISA and applicable regulations.

(6)   Termination of Benefit Payments. Payment of benefits under this Section 5
to a former Participant, his spouse or other beneficiary shall cease with the
monthly payment for the month in which such former Participant, spouse or
beneficiary dies.

(7)   Disabled Participants. Anything herein contained to the contrary
notwithstanding, any Participant while in receipt of payments under the
Company's Short Term Illness Plan, Extended Illness Plan, Short Term Disability
Plan or Long Term Disability Plan (collectively, the "Program"), shall be
treated as a Participant and shall continue to accrue Creditable Service until
he dies, retires, or becomes ineligible for further payments under such Program,
and his Compensation in the last full year of his employment shall be deemed to
be his annual Compensation for purposes of the Plan during such period. In the
event such a Participant dies, retires or becomes ineligible for further
payments under such Program and is not restored to active service, any
retirement allowance payable on his account under the Plan shall be made on the
basis of his age, Average Final Compensation and Creditable Service at the time
he died, retired or became ineligible.

(8)   Maximum Trust Benefits. (a) Any other provision of the Plan to the
contrary notwithstanding, the maximum annual benefit under the Plan (exclusive
of any benefits derived from the Participant's own contributions and exclusive
of any benefits which are not directly related to retirement income benefits)
shall, subject to the following provisions of this Section, not exceed the
lesser of:

            (1)   $90,000, or

            (2)   100% of the Participant's average "compensation" (as defined
                  herein) from the Group (as modified pursuant to Section 415(h)
                  of the Code) during the three


                                       18
<PAGE>
                  consecutive calendar years of participation during which his
                  compensation was highest.

The applicable maximum described in subsection (a)(1) or (2) above shall apply
to a retirement benefit payable in the form of a single life annuity or a
Qualified Joint and Survivor Annuity.

      (b)   A benefit not payable in the form of an annual straight life annuity
within the meaning of Section 415(b)(2)(A) of the Code shall be adjusted as
follows when applying the limits described in subparagraph (a) (1) and (2)
above. The benefit is determined in the form of a straight life annuity
commencing at the annuity starting date that is actuarially equivalent to the
plan benefit. For this purpose, the actuarially equivalent benefit must be the
greater of the equivalent annual benefit calculated using the factors set forth
in Appendix II of the Plan for the particular form of benefit payable and the
equivalent annual benefit calculated using the Applicable 415 Rate and the
Applicable Mortality Table. The amount determined under this subparagraph (b)
cannot exceed the lesser of (1) the amount determined under subparagraph (c) or
(d) below (as applicable), or (2) the amount determined under subparagraph (a)
(2) above.

      (c)   In the event that retirement benefits commence under the Plan at or
after age 62 but prior to an Participant's Social Security Retirement Age, the
$90,000 limitation described in subparagraph (a)(1) above shall be reduced by
5/9 of 1% for each of the first 36 months and by 5/12 of 1% for each of the next
24 months by which such commencement date precedes the Participant's Social
Security Retirement Age. If the commencement date is earlier than age 62, the
limitation is the actuarial equivalent of the age 62 limitation based on either
(1) the factors set forth in Appendix II of the Plan for the particular form of
benefit payable at the applicable age or (2) the Applicable Mortality Table and
5%, whichever would yield the lesser limitation.

      (d)   In the event that retirement benefits commence under the Plan after
the Participant's attainment of his or her Social Security Retirement Age, the
determination as to whether the $90,000 limitation described in subparagraph
(a)(1) above has been satisfied shall be made in accordance with guidance issued
by the Internal Revenue Service, by increasing such limitation actuarially to
the equivalent of $90,000 commencing at such Social Security Retirement Age. The
increased limitation shall be based on either (1) the factors set forth in
Appendix II of the Plan for the particular form of benefit payable at the
applicable age, or (2) the Applicable Mortality Table and 5%, whichever would
yield the lesser limitation.

      (e)   If the Participant has fewer than 10 years of Service, the
applicable maximum described in subparagraph (a)(2) above shall be multiplied by
a fraction of which the numerator is his or her years of Service and the
denominator is 10. If the Participant has fewer than 10 years of participation
in the Plan, the applicable maximum described in subparagraph (a)(1) above shall
be multiplied by a fraction of which the numerator is his or her years of
participation and the denominator is 10. The fraction described hereunder shall
not be less than 1/10.

      (f)   The $90,000 limitation described in subparagraph (a)(1) above shall
be adjusted for increases in the cost of living in accordance with regulations
prescribed by the Internal Revenue Service under Section 415(d) of the Code.

      (g)   For purposes of this Section, the following definitions shall apply:

            (1)   "Applicable 415 Rate" means, in the case of a distribution in
                  a form of benefit not subject to Section 417(e) of the Code,
                  5%, and in the case of a distribution in


                                       19
<PAGE>
                  a form of benefit subject to Section 417(e)(3) of the Code,
                  the Applicable Interest Rate.

            (2)   "Compensation" means compensation as defined in Section
                  415(c)(3) of the Code and Treas. Reg. sec. 1.415-2(d).

            (3)   "Limitation Year" means the calendar year.

            (4)   "Qualified Joint and Survivor Annuity" means, for purposes of
                  this Section only, an annuity for the life of the Participant
                  with a survivor annuity for the life of his or her Spouse
                  which is not less than one-half of, or greater than, the
                  amount of the annuity payable during the joint lives of the
                  Participant and spouse and which is the actuarial equivalent
                  of a single life annuity for the life of the Participant, as
                  determined in accordance with the factors or assumptions set
                  forth in Appendix II of the Plan.

            (5)   "Social Security Retirement Age" means the social security
                  retirement age as defined in Section 415(b)(8) of the Code.

      (h)   Limitation for Multiple Plans - In any case in which an Employee is
a participant in both a tax-qualified defined benefit plan and a tax-qualified
defined contribution plan maintained by the Company, the sum of the defined
benefit plan fraction and the defined contribution plan fraction for any Plan
Year beginning prior to January 1, 2000 shall not exceed 1.0. In the event such
sum would otherwise exceed 1.0, the benefit projected under the defined benefit
plan will be reduced as necessary so that such sum shall equal 1.0.

      (1) The defined benefit plan fraction for any Plan Year is a fraction: (a)
      the numerator of which is the projected annual benefit of the Participant
      under the Plan (determined as of the close of the Plan Year), and (b) the
      denominator of which is the lesser of (i) or (ii), as follows: (i) 1.25
      multiplied by the defined benefit plan dollar limitation under Subsection
      (8)(a)(1) in effect for such year, or (ii) 1.4 multiplied by the amount
      specified under Subsection (8)(a)(2) for such year, (determined as of the
      close of the Plan Year).

      (2) The defined contribution plan fraction for any calendar year is a
      fraction: (a) the numerator of which is the sum of the "annual additions",
      as defined in Section 415(c) of the Code, to the Participant's account as
      of the close of the Plan Year, and (b) the denominator of which is the sum
      of the lesser of (i) or (ii) for such year and each prior Year of Service
      with the Company: (i) 1.25 multiplied by the defined contribution plan
      dollar limitation in effect for such year, or (ii) 1.4 multiplied by
      twenty-five percent (25%) of the Participant's Compensation for such year.

(9)   Prior Plan Provisions. Anything to the contrary herein notwithstanding,
the Accrued Benefit and service credited for vesting purposes of any person who
is a Participant on December 31, 1984 and January 1, 1985 for any period of
service ending on or before December 31, 1984 shall be no less than the benefit
he would have accrued at December 31, 1984 or the vesting service he would have
completed at December 31, 1984 under the terms of the Plan as in effect on such
date, assuming his credited service and Average Final Compensation were computed
on such date.

(10)  Limitation on Timing of Commencement of Benefit Payments. As required
under Sections 401(a)(14) and 401(a)(9) of the Code, the timing of the
commencement of payment of benefits under the Plan shall be subject to the
following rules:


                                       20
<PAGE>
      (a)   General Rule - Unless the Participant otherwise elects, the payment
of benefits under the Plan to a Participant may not be delayed beyond the later
of the sixtieth (60th) day after the close of the Plan Year in which the latest
of the following events occurs:

      (1)   the Participant's 65th birthday,

      (2)   the tenth (10th) anniversary of the year in which the Participant
            commenced participation in the Plan, or

      (3)   the Participant's termination of service with the Company.

      (b)   In general, distribution of benefits shall not be made or commence
later than April 1 of the calendar year following the calendar year in which the
employee attains age 70-1/2. For the purposes of this Section, Participants who
are age 70-1/2 or older as of January 1, 1989, and who have not retired shall be
deemed to have attained age 70-1/2 on such date. Notwithstanding the foregoing,
a Participant who has attained age 70-1/2 either (i) before January 1, 1988, or
(ii) after December 31, 1998, and who is not a 5-percent owner (as defined in
Section 416(i) of the Code) will not commence payments until his retirement.

            With respect to Participants who attain age 70-1/2 on or after
January 1, 2003, (A) in the case of a 5% owner, a Participant's interest in the
Plan must commence distribution no later than the April 1 of the calendar year
following the year in which he attains age 70-1/2, and (B) in all other cases, a
Participant's interest in the Plan must commence distribution no later than the
April 1 of the calendar year following the later of the year in which he (i)
attains age 70-1/2 or (ii) retires.

            In the event a distribution of benefits to a Participant is required
to begin under this Subsection before a Participant's actual retirement, such
Participant's Accrued Benefit shall be determined as of the December 31
immediately preceding the date such distribution is required to begin. As of
each succeeding December 31 prior to the Participant's actual retirement and as
of his actual retirement, the Participant's Accrued Benefit shall be recomputed
as if each such date were his actual retirement date. However, the amount of any
additional Accrued Benefit resulting from such recomputation shall be reduced by
the Actuarial Equivalent of the total benefits received by the Participant under
the Plan prior to such recomputation. In no event, however, shall the
Participant's Accrued Benefit, upon any recomputation hereunder, be less than
the greater of (i) such Participant's Accrued Benefit as of December 31, 1994,
and (ii) such Participant's Accrued Benefit as of the immediately preceding
recomputation.

            In the event a distribution of benefits to a Participant is not
required to begin under this Subsection before the Participant's actual
retirement, such Participant's Accrued Benefit shall be determined as of April 1
of the calendar year following the calendar year in which the Participant
attains age 70-1/2. As of each succeeding December 31 prior to the Participant's
actual retirement and as of his actual retirement, the Participant's Accrued
Benefit shall be recomputed as if each such date were his actual retirement
date. The amount of Accrued Benefit resulting from such recomputation shall be
the greater of (a) the Accrued Benefit computed in accordance with Section 5
(without regard to this Subsection) based on his Average Final Compensation and
Creditable Service as of the recomputation date or (b) the Actuarial Equivalent
of the Accrued Benefit determined at the immediately preceding recomputation
date. In no event, however, shall the Participant's Accrued Benefit, upon any
recomputation hereunder, be less than the greater of (i) such Participant's
Accrued Benefit as of December 31, 1998, and (ii) such Participant's Accrued
Benefit as of the immediately preceding recomputation.

            For this Section, Actuarial Equivalent amounts shall be determined
using (1) the Applicable Interest Rate and (2) the Applicable Mortality Table.


                                       21
<PAGE>
(11)  Compensation Limit. In addition to other applicable limitations which may
be set forth in the Plan and notwithstanding any other contrary provision of the
Plan, for Plan Years beginning on or after January 1, 1994, the annual
compensation of each employee taken into account under the Plan shall not exceed
the annual compensation limit established by the Omnibus Budget Reconciliation
Act of 1993 ("OBRA '93"). The annual compensation limit is $150,000, as adjusted
by the Commissioner of Internal Revenue for increases in the cost of living in
accordance with Section 401(a)(17) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months, over
which compensation is determined (a "Determination Period") beginning in such
calendar year. If a Determination Period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the Determination Period, and the
denominator of which is 12. For Plan Years beginning on or after January 1,
1994, any reference in this Plan to the limitation under Section 401(a)(17) of
the Code shall mean the OBRA '93 annual compensation limit set forth in the
provision.

            If compensation for any prior Determination Period is taken into
account in determining a Participant's benefits accruing in the current Plan
Year, the compensation for that prior Determination Period is subject to the
OBRA '93 annual compensation limit in effect for that prior Determination
Period. For this purpose, for Determination Periods beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

            Notwithstanding any other provision in the Plan, each Section
401(a)(17) Participant's Accrued Benefit under this Plan will be the greater of:

(a)   such Participant's Accrued Benefit as of the last day of the Plan Year
      beginning before January 1, 1994, frozen in accordance with Section
      1.401(a)(4)-13 of the Code regulations; or

(b)   such Participant's Accrued Benefit determined with respect to the benefit
      formula applicable for the Plan Year beginning on or after January 1,
      1994, as applied to the Participant's total years of Creditable Service
      taken into account under the Plan for purposes of benefit accruals.

            For purposes of this Subsection, a Section 401(a)(17) Participant
means a Participant whose current Accrued Benefit as of a date on or after
January 1, 1994, is based on Compensation for a year beginning prior to the
first day of the first Plan Year beginning on or after January 1, 1994, that
exceeded $150,000.

(12)  Intentionally omitted.

(13)  Required Cash-outs of Certain Accrued Benefits. If a Participant
terminates service and the present value of the vested accrued pension or
survivor benefit provided under Subsection 5(2), 5(3), or 5(4) in respect of
such Participant is equal to or less than $5,000, the person to whom such
benefits would otherwise be paid in monthly installments shall receive a
lump-sum distribution of the present value of the entire vested portion of such
Accrued Benefit, except that, in the case of a qualified joint and survivor
annuity or qualified pre-retirement survivor annuity, as such terms are defined
under Code Sections 417(b) and 417(c), respectively, no such lump-sum
distribution shall be made after the annuity starting date, as defined under
Section 417(f)(2) of the Code. In the event that the present value exceeds
$5,000 but as of any January 1, beginning January 1, 2002, such value declines
to $5,000 or less, such present value may be distributed as of such January 1.

         For the purposes of determining the present value of a vested Accrued
Benefit under this Subsection in respect of (i) current and future Participants
who terminate service with the Company on and after January 1, 1997, and (ii)
former Participants who, as of January 1, 1997, have not previously received


                                       22
<PAGE>
a mandatory lump-sum distribution and are not currently receiving an annual
retirement allowance under the Plan, the interest rate assumption shall be the
annual rate of interest on 30-year U.S. Treasury securities in the third month
prior to the date of distribution; and the mortality rate assumption shall be
based on the GAM 1983 Mortality Table (with mortality rates composed of 50% of
the male rates and 50% of the female rates), as such may be amended from time to
time.

            For this Section, effective as of January 1, 2000, Actuarial
Equivalent amounts shall be determined using (1) the Applicable Interest Rate
and (2) the Applicable Mortality Table.

            Notwithstanding Subsections 1(12) and 4(5) and any other provision
herein to the contrary, if a former Employee who has received a lump-sum
distribution of his entire non-forfeitable benefit under the Plan pursuant to
this Subsection is re-employed by the Company, he shall be treated as a new
Employee and prior service performed by the Employee in respect of such
distribution shall be disregarded for purposes of determining his Accrued
Benefit under the Plan.

(14)  Rollover of Eligible Distributions. Notwithstanding any provision in the
Plan to the contrary that would otherwise limit a distributee's election under
this Section, a distributee may elect, at the time and in the manner prescribed
by the Pension Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.

      For purposes of this Section:

(a)   "eligible rollover distribution" shall mean any distribution of all or any
      portion of the balance to the credit of the distributee, except that an
      eligible rollover distribution does not include (i) any distribution that
      is one of a series of substantially equal 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 period of ten years or
      more, (ii) any distribution to the extent such distribution is required
      under Section 401(a)(9) of the Code, and (iii) the portion of any
      distribution that is not includible in gross income (determined without
      regard to the exclusion for net unrealized appreciation with respect to
      employer securities).

(b)   "eligible retirement plan" shall mean an individual retirement account
      described in Section 408(a) of the Code, an individual retirement annuity
      described in Section 408(b) of the Code, an annuity plan described in
      Section 403(a) of the Code, or an qualified trust described in Section
      401(a) of the Code, that accepts the distributee's eligible rollover
      distribution. However, in the case of an eligible rollover distribution to
      a surviving spouse, an eligible retirement plan is an individual
      retirement account or individual retirement annuity.

(c)   "distributee" shall mean a Participant or former Participant. In addition,
      the Participant's or former Participant's surviving spouse and the
      Participant's or former Participant's spouse or former spouse who is the
      alternate payee under a qualified domestic relations order, as defined in
      Section 414(p) of the Code, are distributees with regard to the interest
      of the spouse or former spouse.

(d)   "direct rollover" shall mean a payment by the Plan to the eligible
      retirement plan specified by the distributee.

(15)  Additional Benefit Amounts for Certain Retirees. With respect to each
former Participant in the Plan, or surviving spouse or other designated
beneficiary of such former Participant, who in either case is listed by name or
social security number in the attached Appendix III, such person shall be paid
on a monthly basis, in addition to any monthly benefit such person is otherwise
entitled to receive under the terms of the Plan, the amount set opposite such
person's name in Appendix III, beginning May 1, 1999, and


                                       23
<PAGE>
continuing until such person's death. Thereafter, if such person is a former
Participant and shall have made one of the elections described in and in
accordance with Section 3(b) hereof and such election is then in effect and has
not been revoked, such payments shall continue during the life of, and shall be
paid to, such person's surviving spouse or other beneficiary designated in such
election until his or her death, provided, however, that, if such election
provides for less than 100% of the former Participant's retirement allowance be
paid to his or her surviving spouse or other beneficiary after the former
Participant's death, the supplemental payments provided for in this Section
5(15) to such surviving spouse or other beneficiary shall be reduced in the same
proportion as the former Participant's retirement allowance is adjusted pursuant
to such election.

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


                                       24
<PAGE>
                            SECTION 6 - CONTRIBUTIONS

(1)   All contributions under the Plan shall be made by the Company, and no
contributions shall be required of Participants. The contributions shall be
payable at such intervals as may be agreed upon by the Company and the
Committee, but at least annually, and shall consist of such contributions as the
Board of Directors may deem advisable, but at least an amount sufficient to
maintain the Plan on a sound actuarial basis. All contributions shall be
transferred by the Company to the Trustee or Trustees to be used in accordance
with the Plan, except that such contributions are to revert to the Company,
without earnings thereon but reduced by any losses thereon, under the following
conditions:

(a)   In the case of a contribution which is made by the Company by reason of a
      mistake in fact, such contribution shall be returned to the Company within
      one (1) year following its payment to the Plan; and

(b)   If all or a portion of any contribution is determined to be non-deductible
      under Section 404 of the Code, such contribution, to the extent that it is
      determined to be non-deductible, shall be returned to the Company within
      one (1) year following such determination.

(2)   Forfeitures arising from termination of service, death, or for any other
reason shall not be applied to increase the benefits which any person would
otherwise receive under the Plan but shall be used to reduce Plan contributions.


                                       25
<PAGE>
                     SECTION 7 - ADMINISTRATION OF THE PLAN

(1)   The general administration of the Plan shall be the responsibility of a
Pension Committee of no less than three members appointed from time to time by
the Board of Directors to serve at the pleasure of the Board of Directors. The
Committee is designated as the named fiduciary within the meaning of Section
402(a) of the Employee Retirement Income Security Act of 1974.

(2)   Any Employee appointed a member of the Committee shall serve without
compensation with respect to his services on the Committee. Any member of the
Committee may resign by delivering his written resignation to the Board of
Directors.

(3)   The Board of Directors shall appoint one of the members of the Committee
as Chairman. The Secretary, who need not be one of the members of the Committee,
shall be designated by the Committee.

(4)   The administrative expenses of the Plan shall be paid by the Company.

(5)   The Committee shall designate bank depositories and shall delegate
authority in connection therewith. It may delegate any portion of its authority
to designated individuals or committees, and may retain legal counsel, auditors,
actuaries and consultants and obtain clerical, accounting and other services,
all as it deems necessary in carrying out the provisions of the Plan.

(6)   The Committee may act at a meeting or in writing without a meeting.
Meetings shall be held upon such notice, at such places and at such times as the
Committee may from time to time determine. A majority of the member of the
Committee shall constitute a quorum for the transaction of business. All actions
taken by the Committee shall be by the vote of a majority of the members of the
Committee, including actions in writing taken without a meeting.

(7)   The Committee from time to time may establish rules for the administration
of the Plan and the transaction of its business. All rules and decisions of the
Committee shall be uniformly and consistently applied to all Participants who
are similarly situated. When making a determination or calculation, the
Committee shall be entitled to rely upon information furnished to it by a
Participant, the Company, the legal counsel of the Company or the Trustee of the
Plan trust. The interpretation and construction of any provision of the Plan by
a majority of the members of the Committee shall be final and conclusive.

(8)   The Committee shall adopt from time to time interest assumptions, service
tables, mortality tables and such other data, procedures and methods as may be
necessary or desirable for use in all actuarial calculations required in
connection with the Plan. As an aid to the Committee, the actuary designated by
the Committee shall make annual actuarial valuations of the assets and
liabilities, actual and contingent, of the Plan, and shall certify to the
Committee the tables which he would recommend for use by the Committee.

(9)   The Committee shall establish and cause to be maintained a funding
standard account and such other and additional accounts as it deems necessary
for the proper administration of the Plan. It shall keep or cause to be kept in
convenient form such data as may be necessary for actuarial valuations of the
assets and liabilities of the Plan. The Committee shall prepare or cause to be
prepared annually a report showing in reasonable detail the assets and
liabilities of the Plan and giving a brief account of the operation of the Plan
for the past year, and recommending the amount of the Company's contribution to
the Plan for the ensuing year. Such report shall be submitted to the Board of
Directors and shall be filed in the office of the Secretary of the Committee.


                                       26
<PAGE>
(10) In addition to the foregoing, the Committee shall have such duties and
powers as may be necessary to discharge its duties hereunder, including, but not
by way of limitation, the following:

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

      (b)   to prescribe procedures to be followed by Participants or other
beneficiaries filing applications for benefits;

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

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

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

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

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

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

(11)  The Committee shall issue directions to the Trustee concerning all
benefits which are to be paid from the Plan trust pursuant to the provisions of
the Plan.

(12)  The Committee may require a Participant or other beneficiary to complete
and file with the Committee an application for a benefit and all other forms
approved by the Committee, and to furnish all pertinent information requested by
the Committee. The Committee may rely upon all such information so furnished it,
including the Participant's or other beneficiary's current mailing address.

(13)  The Committee and the individual members thereof shall be indemnified by
the Company and not from the Plan trust against any and all liabilities arising
by reason of any act or failure to act made in good faith pursuant to the
provisions of the Plan, including expenses reasonably incurred in the defense of
any claim relating thereto.

(14)  In the event of an error in administering the Plan, including, without
limitation, as to eligibility, participation or Creditable Service of any
Participant, or as to the amount of payments made or to be made to a Participant
or other beneficiary, the Committee may take any action, including making such
contributions or payments or demanding such refunds or repayments it deems
appropriate, to place the Participant or other beneficiary as nearly as possible
in the position he would have been in had there been no error.


                                       27
<PAGE>
                        SECTION 8 - MANAGEMENT OF ASSETS

(1)   All assets of the Plan shall be held as a special trust for use in
connection with the Plan and providing the benefits and paying the expenses of
the Plan, and no part of the corpus or income shall be used for or diverted to
purposes other than for the exclusive benefit of Participants, retired
Participants and their beneficiaries under the Plan prior to the satisfaction of
all liabilities with respect to such Participants, retired Participants and
their beneficiaries under the Plan. No person shall have any interest in or
right to any part of the earnings of the trust, or any right in, or to, or under
the trust or any part of the assets thereof, except as and to the extent
expressly provided in the Plan and trust agreement.

(2)   The Trustee or Trustees shall be appointed from time to time by the
Committee by appropriate instrument with such powers, duties, rights and
obligations as the Committee shall approve. The Committee may remove any Trustee
at any time, upon reasonable notice, and upon such removal or upon the
resignation of any Trustee the Committee shall designate a successor Trustee or
Trustees.

(3)   The Committee shall determine the manner in which the funds of the Plan
shall be disbursed but subject to the provisions of the trust instrument under
which the assets of the Plan are held.

(4)   The Committee shall have the power to appoint one or more investment
managers, within the meaning of Section 3(38) of the Employee Retirement Income
Security Act of 1974, to manage (including the power to acquire and dispose of)
any assets of the Plan which have been transferred to any Trustee or a specified
portion thereof. In the event that the Committee shall appoint such investment
managers, each such investment manager shall be solely responsible for the
management and control of the assets to which he or it is appointed.


                                       28
<PAGE>
                   SECTION 9 - CERTAIN RIGHTS AND OBLIGATIONS

(1)   It is the intention of the Company to continue the Plan and make its
contributions regularly each year, but the Company, by action of its Board of
Directors, may for any reason terminate or partially terminate the Plan. If all
liabilities to or on account of the Participants, retired Participants and their
beneficiaries have been satisfied or provided for in full and there is an amount
remaining due to erroneous actuarial computations during the previous life of
the Plan (within the meaning of the regulations under the Internal Revenue
Code), then and not otherwise the Company shall be entitled to receive such
remaining amount.

(2)   The establishment of the Plan shall not be construed as conferring any
legal rights upon any Employee or any person for a continuation of employment
nor shall it interfere with the right of the Company to discharge any Employee
and to treat him without regard to the effect which such treatment might have
upon him as a Participant in the Plan.

(3)   Any rulings made or acts taken under the Plan by the Board of Directors or
by the Committee with respect to classification of Employees, contributions, or
benefits shall be uniform in their nature and applicable to all those persons
similarly situated. No ruling shall be made or act taken which shall be
discriminatory under the provisions of the Internal Revenue Code.

(4)   The provisions of this Subsection (4) shall apply to any one of the 25
highest paid Employees of the Company on any "Commencement Date" whose
anticipated retirement allowance provided under the Plan at normal retirement
date exceeds $1,500 per annum. "Commencement Date" shall mean the effective date
of any amendment to the Plan which increases the benefits. In the event that
during the first 10 years following a "Commencement Date" the Plan is
terminated, the amount of the retirement allowance provided under the Plan for
any one of the aforesaid Employees shall not be greater than the amount of
allowance that can be provided by the largest of the following amounts: (a)
$20,000, or (b) 20% of the first $50,000 of the Participant's "Annual
Compensation", multiplied by the number of years and fractions thereof since the
"Commencement Date" in which the full current costs have been met. As used in
this paragraph, "Annual Compensation" means average compensation during the five
calendar years (or the Participant's period of employment if less than five
years) immediately preceding the date of termination of the Plan or immediately
preceding the date of commencement of retirement benefits under the Plan, if
earlier. The foregoing conditions shall not restrict the current payment of full
retirement benefits called for by the Plan for any Participant or beneficiary
who has retired while the Plan is in full effect and its full current costs have
been met.

      In the event that the present value of Plan assets as of the date of
termination of the Plan, calculated utilizing Pension Benefit Guaranty
Corporation assumptions as of the date of termination, equals or exceeds the
present value of the total Accrued Benefits for all Participants (whether or not
nonforfeitable), Subsection (4) shall not be applicable to restrict the Accrued
Benefits payable to the twenty-five (25) highest paid Employees.

      This Subsection (4) is included in this Plan to conform to the
requirements of Treasury Regulations Section 1.401-4(c) and shall cease to be
effective at such time as the provisions of Treasury Regulations Section
1.401-4(c) or any substitute therefor are no longer effective or applicable.

(5)   If any company is now or hereafter becomes an Affiliate of the Company,
the Board of Directors may include the employees of such Affiliate in the
participation in the Plan upon appropriate action by such


                                       29
<PAGE>
company necessary to adopt the Plan. In such event, or if any persons become
Employees of the Company as the result of merger or consolidation or as the
result of acquisition of all or part of the assets or business of another
company, the Board of Directors shall determine to what extent, if any, credit
and benefits shall be granted for previous service with such Affiliate, but
subject to the continued qualification of the trust for the Plan as tax exempt
under the Internal Revenue Code. Any such Affiliate may terminate its
participation in the Plan upon appropriate action by it, in which event the
funds of the Plan held on account of Participants in the employ of such company
not yet retired, after provision in full for all Participants who have retired
from the employ of such company, shall be determined by the Committee on the
basis of actuarial valuation, and shall be applied as provided in Section 9(1),
in the manner there provided if the Plan should be terminated, or shall be
segregated by the Trustee as a separate trust, pursuant to certification to the
Trustee by the Committee continuing the Plan as a separate Plan for the
employees of such company under which the Board of Directors of such company
shall succeed to all the powers and duties of the Board of Directors, including
the appointment of members of the Committee.

(6)   The Plan shall not be merged no consolidated with, nor shall there be a
transfer of any of its assets or liabilities to, any other plan, unless each
Participant, former Participant or beneficiary shall (if the resulting plan were
then terminated) be entitled to receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit he would
have been entitled to receive immediately before the merger, consolidation or
transfer (if the Plan had then been terminated).

(7)   Upon the Plan's termination or partial termination, the rights of all
affected Employees to benefits accrued to the date of such termination or
discontinuance, to the extent then funded, shall be nonforfeitable.

(8)   Where a Participant or beneficiary is receiving benefits under the Plan,
or where a Participant has been separated from service and has nonforfeitable
rights to benefits under the Plan, such benefits will not be decreased because
of an increase in the benefit levels or wage payments under Title II of the
Social Security Act, if such increase takes place after the later of (a) the
last day of the Participant's service with Company or (b) September 2, 1974.

(9)   Unless otherwise specifically provided herein, the terms of the Plan in
effect at the date an Employee's service terminates shall determine his rights
and benefits thereafter.


                                       30
<PAGE>

                          SECTION 10 - CLAIM PROCEDURES

                   ========================================

(1) Every claim for benefits under the Plan shall be in writing directed to the
Committee or its designee.

(2) Each claim filed shall be passed upon by the Committee within a reasonable
time from its receipt. If a claim is denied in whole or in part the claimant
shall be given written notice of the denial in language calculated to be
understood by the claimant, which notice shall: (i) specify the reason or
reasons for the denial; (ii) specify the Plan provisions giving rise to the
denial; and (iii) describe any further information or documentation necessary
for the claim to be honored and explain why such documentation or information is
necessary, and explain the Plan's review procedure.

(3) Upon the written request of any claimant whose claim has been denied in
whole or in part, the Committee shall make a full and fair review of the claim
and furnish the claimant with a written decision concerning it.



                                       31
<PAGE>
                     SECTION 11 - NON-ALIENATION OF BENEFITS

                    ========================================

(1) No benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge. Any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge the same shall be void; nor shall any such benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled to such benefit, unless the assignment of such benefit or
right is pursuant to a "qualified domestic relations order" as defined at
Section 206(d)(3)(B)(i) of ERISA, as amended by the Retirement Equity Act of
1984, and related regulations.

(2) If any person entitled to a benefit under the Plan becomes bankrupt or
attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge any benefit under the Plan except as specifically provided herein, then
such benefit shall, in the discretion of the Committee, cease and determine. In
that event the Committee shall hold or apply the same for the benefit of such
person, his spouse, children, or other dependents, or any of them in such manner
and in such proportion as the Committee may deem proper.

(3) Effective for judgments, orders and decrees issued, and settlement
agreements entered into, on and after August 5, 1997, notwithstanding anything
herein to the contrary, however, a Participant's benefit in the Plan may be
reduced to satisfy liabilities of the Participant to the Plan due to (i) the
Participant being convicted of committing a crime involving the Plan, (ii) a
civil judgment (or consent order or decree) entered by a court in an action
brought in connection with a violation of the fiduciary provisions of ERISA, or
(iii) a settlement agreement between the Secretary of Labor or the Pension
Benefit Guaranty Corporation and the Participant in connection with a violation
of the fiduciary provisions. Any such reduction shall be consistent with the
provisions of Sections 401(a)(13)(C) and (D) of the Code in all respects,
including the provisions regarding the Participant's spouse.


                                       32
<PAGE>
                           SECTION 12 - TOP HEAVY PLAN

                   ========================================

(1) Precedence of Section. Anything in this Plan to the contrary
notwithstanding, the provisions of this Section 12 shall supercede and take
precedence over any other provisions of the Plan for any Plan Year in which the
Plan is determined to be a Top Heavy Plan as determined under Section 12(3).

(2) Definitions. For purposes of determining whether the Plan is a Top Heavy
Plan, as determined under Section 12(3) below, for any Plan Year commencing on
or after January 1, 1984, the following terms, wherever capitalized, shall have
the meanings set forth below:

      (a) Accrued Benefit - "Accrued Benefit" means the benefit accrued by a
Participant under Section 5 of the Plan.

      (b) Determination Date - "Determination Date" means the date on which the
Plan is tested to determine if it is a Top Heavy Plan, which date shall be the
last day of the Plan Year preceding the Plan Year for which the determination is
being made.

      (c) Key Employee - "Key Employee" means an Employee who, at any time
during the current Plan Year or any of the four (4) preceding Plan Years, is or
was:

      (1) Officer - An officer of the Company (but not more than the lesser of:
      (a) fifty (50) Employees, or (b) the greater of three (3) or ten percent
      of the Employees of the Company shall be considered officers for this
      purposes) whose annual Compensation is at least $45,000 or such greater
      amount as may be recognized for increase in the cost of living in
      accordance with Code Section 416(i)(1)(A)(i), or

      (2) Employee Owner - One (1) of the ten (10) Employees owning the largest
      interests in the Company provided that his annual Compensation is at least
      $30,000 or such greater amount as may be recognized for increases in the
      cost of living in accordance with Code Section 416(i)(1)(A)(ii) (for
      purposes of this Section 12(2)(c)(2), if two (2) Employees have the same
      interest in the Company, the Employee with the greater annual Compensation
      shall be treated as having a larger interest), or

      (3) Five Percent Shareholder - An Employee who is an owner of five percent
      (5%) or more of the Company, or

      (4) Highly Compensated Shareholder - An Employee who is an owner of one
      percent (1%) or more of the Company and who has annual Compensation from
      the Company in excess of $150,000.

      (d) Former Key Employee - "Former Key Employee" means a Participant in the
Plan who, at any time during the four (4) preceding Plan Years, was a Key
Employee but who is not a Key Employee in the current Plan Year or who
terminated his service with the Company in one of the four (4) preceding Plan
Years and was not a Key Employee in the Plan Year in which he terminated.

      (e) Non-Key Employee - "Non-Key Employee" means a Participant in the Plan
who, at any time during the current Plan Year, is neither a Key Employee nor a
Former Key Employee.


                                       33
<PAGE>
      (f) Top Heavy Plan - "Top Heavy Plan" means a Plan which is determined to
be a Top Heavy Plan for a Plan Year, as described in Section 12(3).

(3) Determination of Top Heavy Plan Status. With respect to each Plan Year
commencing on or after January 1, 1984, a calculation shall be made as of the
applicable Determination Date to determine if the Plan is a Top Heavy Plan for
such Plan Year. A Plan shall be considered to be a Top Heavy Plan for a Plan
Year if the aggregate present value of the Accrued Benefit of Key Employees
(excluding Former Key Employees) under the Plan exceeds sixty percent (60%) of
the aggregate present value of the Accrued Benefit of all Key Employees
(excluding Former Key Employees) and all Non-Key Employees under the Plan,
determined as of the Determination Date. In making such determination, the
Accrued Benefit of all individuals who were not employed by the Company during
the five (5) year period ending on the Determination Date shall be excluded. In
determining if the Plan is a Top Heavy Plan, it shall be aggregated with each
other plan of the Company and/or a related organization in the required
aggregation group as defined at Section 416(g)(2)(A)(i) of the Code and may be
aggregated with any other plans of the Company and/or a related organization in
the permissive aggregation group as defined at Section 416(g)(2)(A)(ii) of the
Code.

(4) Intentionally omitted.

(5) Vesting in Top Heavy Plan Year. With respect to any Plan Year for which the
Plan is determined to be a Top Heavy Plan, each Participant's accrued retirement
allowance benefit shall vest in accordance with the following vesting schedule,
in lieu of the vesting provisions described in Section 4:

<TABLE>
<CAPTION>
            Years of Service              Vesting Percentage
            ----------------              ------------------
<S>                                       <C>
            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%
</TABLE>

(6) Minimum Benefit Under Top Heavy Plan. Anything in Section 5 to the contrary
notwithstanding, if the Plan is determined to be a Top Heavy Plan for any Plan
Year commencing on or after January 1, 1984, in no event shall the annual
retirement allowance payable to a Participant in the form and manner and at the
time specified in Section 5 be less than: (a) 2.0% of the Participant's average
Compensation for the five (5) consecutive year period in which his Compensation
from the Company was the highest, multiplied by; (b) the number of Plan Years
for which the Plan is determined to be a Top Heavy Plan, but in no event more
than ten (10) such Plan Years.

(7) Maximum Limitation Under Top Heavy Plan. With respect to any Plan Year for
which the Plan is determined to be a Top Heavy Plan, a 1.0 limitation shall be
substituted for the 1.25 limitations at Subsection (8)(c)(1)(b)(i) and
(8)(c)(2)(b)(i) of Section 5.


                                       34
<PAGE>
                             SECTION 13 - AMENDMENTS

                    ========================================

The Board of Directors may, at any time and from time to time, modify or amend
in whole or in part any or all of the provisions of the Plan; provided that no
such modification or amendment shall make it possible for any part of the assets
of the Plan to be used for, or diverted to, purposes other than for the
exclusive benefit of Participants, former Participants and their beneficiaries
under the Plan prior to the satisfaction of all Plan liabilities to them.


                                       35
<PAGE>
                            SECTION 14 - CONSTRUCTION

                    ========================================

The Plan shall be construed, regulated and administered under the laws of the
State of New York and the United States.


                                       36
<PAGE>
                                   APPENDIX I

                    ========================================

The following employees have prior service with a former affiliate of the
Company and will be granted full Vesting and Creditable Service.

Thomas Andruskevich
Cecelia Arbore
Lawrence Burns
Daniel DelVechio
Michael Eiring
Rachelle Epstein
Warren Feld
James Fernandez
Joan Freeman
Michael Kowalski
Deborah Kramm
David Robertson
Mary J. Robertson
John Schaedel
Audrey Scotland
Dale Strohl
Charles Zacharias


                                       37
<PAGE>
                                   APPENDIX II

                    ========================================


The factors to be used in determining the actuarial equivalence between two
alternative forms of pension are as follows:

      Interest rate - 8.00%

      Mortality - The rates of mortality resulting from a 50% /50% average of
the male and female mortality rates of the George B. Buck 1979 Mortality Table.


                                       38
<PAGE>
                                  APPENDIX III

                    ========================================

<TABLE>
<CAPTION>
   NAME OR SOCIAL SECURITY NUMBER            AMOUNT
   ------------------------------            ------
<S>                                         <C>
            ###-##-####                      $50.00
            ###-##-####                      $66.95
            ###-##-####                      $25.00
            ###-##-####                     $508.00
            ###-##-####                     $932.10
            ###-##-####                     $116.69
            ###-##-####                      $50.00
            ###-##-####                      $50.00
            ###-##-####                      $50.00
            ###-##-####                      $50.00
            ###-##-####                      $50.00
            ###-##-####                      $50.00
            ###-##-####                      $50.00
            ###-##-####                     $150.00
            ###-##-####                      $50.00
            ###-##-####                      $87.66
</TABLE>

                                       39