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                                                              Exhibit 10(iii).29





                                 IT CORPORATION
                                RESTORATION PLAN
                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998

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                                TABLE OF CONTENTS


<TABLE>
<S>               <C>                                                                                       <C>
ARTICLE 1         Definitions.............................................................................  1


ARTICLE 2         Selection, Enrollment, Eligibility......................................................  4

         2.1      Selection by Committee..................................................................  4
         2.2      Enrollment Requirements.................................................................  4
         2.3      Eligibility; Commencement of Participation..............................................  4

ARTICLE 3         Contribution and Interest Crediting.....................................................  5

         3.1      Company Contribution....................................................................  5
         3.2      Effect of Election Form.................................................................  5
         3.3      Interest Crediting Prior to Distribution................................................  5
         3.4      Interest Crediting for Installment Distributions........................................  5
         3.5      FICA Taxes..............................................................................  5
         3.6      Vesting.................................................................................  5
         3.7      Statements..............................................................................  6

ARTICLE 4         Unforeseeable Financial Emergencies; Withdrawal Election................................  7

         4.1      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies...................  7
         4.2      Withdrawal Election.....................................................................  7

ARTICLE 5         Retirement Termination Benefits.........................................................  8

         5.1      Retirement Benefit......................................................................  8
         5.2      Payment of Retirement Benefits..........................................................  8
         5.3      Death Prior to Completion of Retirement Benefits........................................  8
         5.4      Termination Benefit.....................................................................  8
         5.5      Disability..............................................................................  8

ARTICLE 6         Pre-Retirement Survivor Benefit.........................................................  9

         6.1      Pre-Retirement Survivor Benefit.........................................................  9
         6.2      Payment of Pre-Retirement Survivor Benefits.............................................  9

ARTICLE 7         Beneficiary Designation................................................................. 10

         7.1      Beneficiary............................................................................. 10
         7.2      Beneficiary Designation; Change; Spousal Consent........................................ 10
         7.3      Acknowledgment.......................................................................... 10
         7.4      No Beneficiary Designation.............................................................. 10
         7.5      Doubt as to Beneficiary................................................................. 10
         7.6      Discharge of Obligations................................................................ 10
</TABLE>


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<TABLE>
<S>               <C>                                                                                      <C>
ARTICLE 8         Termination, Amendment or Modification.................................................. 11

         8.1      Termination............................................................................. 11
         8.2      Amendment............................................................................... 11
         8.3      Effect of Payment....................................................................... 11

ARTICLE 9         Administration.......................................................................... 12

         9.1      Committee Duties........................................................................ 12
         9.2      Agents.................................................................................. 12
         9.3      Binding Effect of Decisions............................................................. 12
         9.4      Indemnity of Committee.................................................................. 12
         9.5      Employer Information.................................................................... 12

ARTICLE 10        Claims Procedures....................................................................... 13

         10.1     Presentation of Claim................................................................... 13
         10.2     Notification of Decision................................................................ 13
         10.3     Review of a Denied Claim................................................................ 13
         10.4     Decision on Review...................................................................... 13
         10.5     Legal Action............................................................................ 14

ARTICLE 11        Trust  ................................................................................. 15

         11.1     Establishment of Trust.................................................................. 15
         11.2     Interrelationship of the Plan and the Trust............................................. 15

ARTICLE 12        Miscellaneous........................................................................... 16

         12.1     Unsecured General Creditor.............................................................. 16
         12.2     Employer's Liability.................................................................... 16
         12.3     Nonassignability........................................................................ 16
         12.4     Coordination with Other Benefits........................................................ 16
         12.5     Not a Contract of Employment............................................................ 16
         12.6     Furnishing Information.................................................................. 16
         12.7     Terms  ................................................................................. 16
         12.8     Captions................................................................................ 17
         12.9     Governing Law........................................................................... 17
         12.10    Notice ................................................................................. 17
         12.11    Successors.............................................................................. 17
         12.12    Spouse's Interest....................................................................... 17
         12.13    Validity................................................................................ 17
         12.14    Incompetent............................................................................. 17
         12.15    Distribution in the Event of Taxation................................................... 17
         12.16    Legal Fees to Enforce Rights After Change in Control.................................... 18
         12.17    Counterparts............................................................................ 18
</TABLE>


                                       ii
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                                 IT CORPORATION
                                RESTORATION PLAN
                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998


                                     PURPOSE

                  The purpose of this Plan is to provide specified benefits to a
select group of management or highly compensated employees who contribute
materially to the continued growth, development and future business success of
IT Corporation, a California corporation, and its affiliates. The Plan
constitutes an unfunded plan that is not qualified under Code Section 401(a).
The Plan was originally adopted effective July 1, 1995, but is hereby amended
and restated effective January 1, 1998.


                                    ARTICLE 1
                                   DEFINITIONS

                  For purposes hereof, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:

1.1       "Account Balance" or "Account" shall mean, with respect to a
          Participant, the sum of (i) the Participant's share of Company
          Contributions plus (ii) interest thereon credited in accordance with
          the applicable interest crediting provisions of the Plan, net of all
          distributions from such account . This account shall be a bookkeeping
          entry only and shall be utilized solely as a device for the
          measurement and determination of the amounts to be paid to or in
          respect of a Participant pursuant to the Plan.

1.2       "Annual Bonus" shall mean any compensation, in addition to Base Annual
          Salary, paid annually during a Plan Year, either in cash or stock, to
          a Participant as an employee under any Employer's annual bonus and
          incentive plans without regard to any limits under Code Section
          401(a)(17). Notwithstanding the foregoing, the Annual Bonus shall not
          include any stock option awards or stock received upon the exercise of
          an option.

1.3       "Base Annual Salary" shall mean the annual compensation and
          commissions (but excluding bonuses, overtime, incentive payments,
          non-monetary awards, directors fees, and other fees) paid to a
          Participant for services rendered to any Employer, before reduction
          for compensation deferred pursuant to all qualified, non-qualified and
          Code Section 125 plans of any Employer without regard to any limits
          under Code Section 401(a)(17).

1.4       "Beneficiary" shall mean one or more persons, trusts, estates or other
          entities, designated in accordance with Article 7, that are entitled
          to receive benefits under the Plan upon the death of a Participant.

1.5       "Beneficiary Designation Form" shall mean the form established from
          time to time by the Committee that a Participant completes, signs and
          returns to the Committee to designate one or more Beneficiaries.

1.6       "Board" shall mean the board of directors of the Company.



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1.7       "Change in Control" shall mean with respect to an Employer the first 
          to occur of any of the following events:

           (a)      Any "person" (as that term is used in Section 13 and
                    14(d)(2) of the Securities Exchange Act of 1934 ("Exchange
                    Act")), after the date hereof becomes the beneficial owner
                    (as that term is used in Section 13(d) of the Exchange Act),
                    directly or indirectly, of 50% or more of the Employer's
                    capital stock entitled to vote in the election of directors;

           (b)      During any period of two consecutive years, individuals who
                    at the beginning of such period constitute the board of
                    directors of the Employer cease for any reason to constitute
                    at least a majority thereof, unless the election or the
                    nomination for election by the Employer's shareholders of
                    each new director was approved by a vote of at least
                    three-quarters of the directors then still in office who
                    were directors at the beginning of the period;

           (c)      Any consolidation or merger of the Employer, other than a
                    consolidation or merger of the Employer in which the holders
                    of the common stock of the Employer immediately prior to the
                    consolidation or merger hold more than 50% of the common
                    stock of the surviving corporation immediately after the
                    consolidation or merger;

           (d)      The shareholders of the Employer approve any plan or
                    proposal for the liquidation or dissolution of the Employer;
                    or

           (e)      Substantially all of the assets of the Employer are sold or
                    otherwise transferred to parties that are not within a
                    "controlled group of corporations" (as defined in Section
                    1563 of the Code) in which the Employer is a member.

1.8       "Claimant" shall have the meaning set forth in Section 11.1.

1.9       "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.10      "Committee" shall mean the administrative committee appointed to
          manage and administer the Plan in accordance with its provisions
          pursuant to Article 10.

1.11      "Company" shall mean IT Corporation, a Delaware corporation.

1.12      "Company Contribution" shall mean any contribution made and credited
          to Participants' Accounts by the Company in accordance with Section
          3.1 below.

1.13      "Crediting Rate" shall mean, for a particular Plan Year, an interest
          rate determined by the compensation committee of the Board, in its
          sole and absolute discretion.

1.14      "Disability" shall mean a period of disability during which a
          Participant qualifies for benefits under the Participant's Employer's
          long-term disability plan (or would qualify if he were a participant
          in such a plan).

1.15      "Election Form" shall mean the form established from time to time by
          the Committee that a Participant completes, signs and returns to the
          Committee upon the commencement of his participation hereunder to make
          a distribution election under the Plan.



                                       2
<PAGE>   6

1.16      "Employer" shall mean the Company or any affiliate authorized by the 
          Board to participate in the Plan.

1.17      "Participant" shall mean any employee of an Employer (i) who is
          selected to participate in the Plan, (ii) who signs a Plan Agreement,
          an Election Form and a Beneficiary Designation Form, (iii) whose
          signed Plan Agreement, Election Form and Beneficiary Designation Form
          are accepted by the Committee, (iv) who commences participation in the
          Plan, and (v) whose Account Balance has not been paid in full.

1.18      "Plan" shall mean the IT Corporation Restoration Plan, which shall be
          evidenced by this instrument, as it may be constituted from time to
          time.

1.19      "Plan Agreement" shall mean a written agreement, as may be amended
          from time to time, which is entered into by and between one or more
          Employers and a Participant. Each Plan Agreement executed by a
          Participant shall provide for the entire benefit to which such
          Participant is entitled under the Plan, and shall specify the Employer
          or Employers liable for the Participant's benefits hereunder and the
          magnitude or extent of such liability. The Plan Agreement bearing the
          latest date of acceptance by the Committee shall govern such
          entitlement and each Employer's liability. Upon the complete payment
          of a Participant's Account Balance, each individual's Plan Agreement
          and his or her status as a Participant shall terminate.

1.20      "Plan Year" shall, for the first Plan Year, begin on July 1, 1995, and
          end on December 31, 1995. For each Plan Year thereafter, the Plan Year
          shall begin on January 1 of each year and continue through December
          31.

1.21      "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
          Article 6.

1.22      "Retirement," "Retire," "Retires," or "Retired" shall mean severance
          from employment with all Employers for any reason other than a leave
          of absence on or after the attainment of (a) the date on which the sum
          of a Participant's age and Years of Service is equal to seventy (70),
          or (b) age sixty-five (65), whichever is earlier.

1.23      "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.24      "Termination Benefit" shall mean the benefit set forth in Article 5.

1.25      "Termination of Employment" shall mean the ceasing of employment with
          all Employers, voluntarily or involuntarily, for any reason other than
          Retirement, death or an authorized leave of absence.

1.26      "Trust" shall mean the one or more trusts established pursuant to that
          certain trust agreement between the Employers and the trustee named
          therein, as amended from time to time.

1.27      "Unforeseeable Financial Emergency" shall mean an unanticipated
          emergency that is caused by an event beyond the control of the
          Participant that would result in severe financial hardship to the
          Participant resulting from (i) a sudden and unexpected illness or
          accident of the Participant or a dependent of the Participant, (ii) a
          loss of the Participant's property due to casualty, or (iii) such
          other extraordinary and unforeseeable circumstances arising as a
          result of events beyond the control of the Participant, all as
          determined in the sole and absolute discretion of the Committee.



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1.28      "Years of Service" shall mean, with respect to a Participant, the
          total number of such years recognized and taken into account under the
          IT Corporation Retirement Plan.



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<PAGE>   8



                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1       SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
          employees of an Employer who are part of a select group of management
          or highly compensated employees. Generally, such group shall be
          limited to employees whose Base Annual Salary for a year is at least
          $150,000. From the foregoing, the Committee shall select, in its sole
          and absolute discretion, employees to participate in the Plan.

2.2       ENROLLMENT REQUIREMENTS. As a condition to participation, each
          selected employee shall complete, execute and return to the Committee
          within 30 days of selection a Plan Agreement, an Election Form and a
          Beneficiary Designation Form. In addition, the Committee shall
          establish from time to time such other enrollment requirements as it
          determines in its sole and absolute discretion are necessary.

2.3       ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an employee
          selected to participate herein has met all enrollment requirements set
          forth herein and required by the Committee, including returning all
          required documents to the Committee within 30 days of selection, that
          employee shall commence participation in the Plan upon the timely
          completion of those requirements and the Committee's acceptance of all
          submitted documents. If an employee fails to meet all such
          requirements within the required 30 day period, that employee shall
          not be eligible to participate in the Plan until the first day of the
          Plan Year following the delivery to and acceptance by the Committee of
          the required documents.



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<PAGE>   9

                                    ARTICLE 3
                      CONTRIBUTIONS AND INTEREST CREDITING

3.1       COMPANY CONTRIBUTION. For each Plan Year, each Employer shall make a
          Company Contribution on behalf of each Participant equal to the sum of
          (a)(i) four percent (4%) of the sum of Participant's Base Annual
          Salary and Annual Bonus less (ii) the amount actually contributed on
          behalf of the Participant under the fixed company contribution portion
          of the IT Corporation Retirement Plan for such Plan Year plus (b)(i)
          the percentage designated for such Plan Year for the company
          discretionary profit sharing contribution under the IT Corporation
          Retirement Plan multiplied by the sum of the Participant's Base Annual
          Salary and Annual Bonus less (ii) the amount actually contributed on
          behalf of the Participant under the company discretionary profit
          sharing contribution under the IT Corporation Retirement Plan.

3.2       EFFECT OF ELECTION FORM. In connection with a Participant's
          commencement of participation in the Plan, the Participant shall
          deliver to the Committee a completed and signed Election Form, which
          election and form must be accepted by the Committee for a valid
          election to exist. In such Election Form, the Participant shall
          specify the commencement time and format of distributions where such
          matters are elective hereunder.

3.3       INTEREST CREDITING PRIOR TO DISTRIBUTION. Prior to any distributions
          of benefits under Articles 4, 5, or 6, interest at the Crediting Rate
          shall be credited and compounded annually on a Participant's Account
          Balance as of the date the Company Contribution for that Plan Year was
          actually credited. In the event of Retirement, death or a Termination
          of Employment prior to the end of a Plan Year, the basis for that
          year's interest crediting will be a fraction of the full year's
          interest, based on the number of full months that the Participant was
          employed with the Employer during the Plan Year prior to the
          occurrence of such event. If a distribution is made under this Plan,
          for purposes of crediting interest, the Account Balance shall be
          reduced as of the first day of the month in which the distribution is
          made. A Participant shall receive credit for a full month of interest
          if he or she was a Participant for at least 15 days of a particular
          month.

3.4       INTEREST CREDITING FOR INSTALLMENT DISTRIBUTIONS. In the event a
          benefit is paid in installments under Articles 5 or 6, interest shall
          be credited and compounded on the undistributed portion of the
          Participant's Account Balance commencing on the first day of the month
          in which the Participant terminates employment, using a fixed interest
          rate that is determined by averaging the Crediting Rates for the Plan
          Year in which installment payments commence and the four (4) preceding
          Plan Years. If a participant has completed fewer than five (5) full
          years of Plan participation, this average shall be determined using
          the Crediting Rates for the Plan Years during which the Participant
          participated in the Plan.

3.5       FICA TAXES. For each Plan Year, the Participant's Employer(s) shall
          ratably withhold from that portion of the Participant's Base Annual
          Salary and/or Annual Bonus, the Participant's share, if any, of FICA
          taxes on contributions (or earnings thereon).

3.6       VESTING. A Participant shall have at all times a vested and
          nonforfeitable interest in his Account Balance hereunder that is
          coextensive with his vested and nonforfeitable 



                                       6
<PAGE>   10

          interest in the fixed company contribution portion of the IT
          Corporation Retirement Plan, except that a Participant's interest
          shall become fully vested and nonforfeitable upon the onset of a
          Disability. Notwithstanding the foregoing, all Account Balances
          hereunder shall become fully vested and nonforfeitable upon the
          occurrence of a Change in Control.

3.7       STATEMENTS. The Company shall provide no less frequently than annually
          to each Participant a statement of the Participant's total Account
          Balance including earnings credited thereto.



                                       7
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                                    ARTICLE 4
                      UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1       WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
          If the Participant experiences an Unforeseeable Financial Emergency,
          the Participant may petition the Committee to receive a partial or
          full payout from the Plan. The payout shall not exceed the lesser of
          the vested portion of the Participant's Account Balance, calculated as
          if such Participant were receiving a Termination Benefit, or the
          amount reasonably needed to satisfy the Unforeseeable Financial
          Emergency. If, subject to the sole and absolute discretion of the
          Committee, the petition for a suspension and/or payout is approved,
          suspension shall take effect upon the date of approval and any payout
          shall be made within 60 days of the date of approval.

4.2       WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw
          all of the vested portion of his or her Account Balance, calculated as
          if such Participant were receiving a Termination Benefit, less a 15%
          withdrawal penalty (the net amount shall be referred to as the
          "Withdrawal Amount"). No partial withdrawals of that balance shall be
          allowed. The Participant shall make this election by giving the
          Committee advance written notice of the election in a form determined
          from time to time by the Committee. The penalty shall be equal to 15%
          of the vested portion of the Participant's Account Balance determined
          immediately prior to the date of his or her election. Once the
          Withdrawal Amount is paid, the Participant's participation in the Plan
          shall terminate and the Participant shall not be eligible to
          participate in the Plan in the future.



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                                    ARTICLE 5
                      RETIREMENT AND TERMINATION BENEFITS

5.1       RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
          Retirement Benefit, his or her Account Balance.

5.2       PAYMENT OF RETIREMENT BENEFITS. A Participant, in connection with his
          or her commencement of participation in the Plan, shall elect on the
          Election Form to receive the Retirement Benefit in a lump sum or in
          equal monthly payments over a period of 60, 120, or 180 months. The
          lump sum payment shall be made, or installment payments shall
          commence, on the date at or after his or her Retirement specified on
          the Election Form. The Participant may change these elections to an
          allowable alternative payout format by submitting a new Election Form
          to the Committee, provided that any such new Election Form is
          submitted at least 3 years prior to the Participant's Retirement. The
          Election Form most recently accepted by the Committee shall govern the
          payout of the Retirement Benefit.

5.3       DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFITS. If a Participant
          dies after Retirement but before the Retirement Benefit is paid in
          full, the Participant's unpaid Retirement Benefit payments shall
          continue and shall be paid to the Participant's Beneficiary (a) over
          the remaining number of months and in the same amounts as that benefit
          would have been paid to the Participant had the Participant survived,
          or (b) in a lump sum, if requested by the beneficiary and allowed at
          the sole and absolute discretion of the Committee. The lump sum
          payment will be the Participant's Account Balance at the time of his
          or her death.

5.4       TERMINATION BENEFIT. If a Participant experiences a Termination of
          Employment prior to his or her Retirement, the Participant shall
          receive a Termination Benefit, which shall be equal to the vested
          portion of the Participant's Account Balance. Such Benefit shall be
          payable in either a lump sum or in equal monthly payments over a
          period of 60, 120, or 180 months, as selected by the Participant, in
          connection with his or her commencement of participation in the Plan,
          on the Election Form. The lump sum payment shall be made, or
          installment payments shall commence, on the date at or after his or
          her Termination of Employment specified on the Election Form. The
          Participant may change these elections to an allowable alternative
          payout format by submitting a new Election Form to the Committee,
          provided that any such new Election Form is submitted at least 3 years
          prior to the Participant's Termination of Employment. The Election
          Form most recently accepted by the Committee shall govern the payout
          of the Termination Benefit.

5.5       DISABILITY. A Participant suffering a Disability shall continue to be
          considered employed and shall be eligible for the benefits provided
          for in Articles 4, 5, and 6 in accordance with the provisions of those
          Articles, unless the Committee determines during such Disability, in
          its sole and absolute discretion, that the Participant shall, for
          purposes of the Plan, be deemed to have experienced a Termination of
          Employment.



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                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1       PRE-RETIREMENT SURVIVOR BENEFIT. If a Participant dies before he or
          she Retires, the Participant's Beneficiary shall receive a
          Pre-Retirement Survivor Benefit equal to the Participant's Account
          Balance.

6.2       PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFITS. The Pre-Retirement
          Survivor Benefit shall be paid in the payment period previously
          elected by the Participant for the payment of the Termination Benefit,
          or, if the Participant was eligible to Retire at the time of his or
          her death, the Retirement Benefit. However, the Pre-Retirement
          Survivor Benefit payment may be made as a lump sum at the request of
          the Beneficiary and at the sole and absolute discretion of the
          Committee. The first (or only payment, if made in lump sum) shall be
          made within 60 days of the Committee's receiving proof of the
          Participant's death.



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<PAGE>   14


                                    ARTICLE 7
                             BENEFICIARY DESIGNATION

7.1       BENEFICIARY. Each Participant shall have the right, at any time, to
          designate his or her Beneficiary (both primary as well as contingent)
          to receive any benefits payable under the Plan to a Beneficiary upon
          the death of a Participant. The Beneficiary designated under this Plan
          may be the same as or different from the beneficiary designation under
          any other plan of an Employer in which the Participant participates.

7.2       BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
          designate his or her Beneficiary by completing and signing the
          Beneficiary Designation Form, and returning it to the Committee or its
          designated agent. A Participant shall have the right to change a
          Beneficiary by completing, signing and otherwise complying with the
          terms of the Beneficiary Designation Form and the Committee's rules
          and procedures, as in effect from time to time. Where required by law
          or by the Committee, in its sole and absolute discretion, if the
          Participant names someone other than his or her spouse as a
          Beneficiary, a spousal consent, in the form designated by the
          Committee, must be signed by that Participant's spouse and returned to
          the Committee. Upon the acceptance by the Committee of a new
          Beneficiary Designation Form, all Beneficiary designations previously
          filed shall be canceled. The Committee shall be entitled to rely on
          the last Beneficiary Designation Form filed by the Participant and
          accepted by the Committee prior to his or her death.

7.3       ACKNOWLEDGMENT. No designation or change in designation of a
          Beneficiary shall be effective until received, accepted and
          acknowledged in writing by the Committee or its designated agent.

7.4       NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
          Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above, or, if all
          designated Beneficiaries predecease the Participant or die prior to
          complete distribution of the Participant's benefits, then the
          Participant's designated Beneficiary shall be his or her surviving
          spouse. If the Participant has no surviving spouse, the benefits
          remaining under the Plan shall be paid to the Participant's estate.

7.5       DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
          proper Beneficiary to receive payments pursuant to this Plan, the
          Committee shall have the right, exercisable in its sole and absolute
          discretion, to cause the Participant's Employer to withhold such
          payments until this matter is resolved to the Committee's
          satisfaction.

7.6       DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
          Beneficiary shall fully and completely discharge all Employers and the
          Committee from all further obligations under this Plan with respect to
          the Participant, and that Participant's Plan Agreement shall terminate
          upon such full payment of benefits.



                                       11
<PAGE>   15


                                    ARTICLE 8
                     TERMINATION, AMENDMENT OR MODIFICATION

8.1       TERMINATION. Any Employer reserves the right to terminate the Plan at
          any time with respect to Participants employed by the Employer. Upon
          the termination of the Plan, the vested portion of a Participant's
          Account Balance shall be paid out as though the Participant had
          experienced a Termination of Employment on the date of Plan
          termination, or, if Plan termination occurs after the date upon which
          the Participant was eligible to Retire, the Participant had Retired on
          the date of Plan termination, or, if Plan termination occurs after the
          Participant Retired and commenced (but not completed) distribution
          hereunder, benefits shall continue to the Participant pursuant to the
          terms hereof without regard to the termination. Prior to a Change in
          Control, an Employer shall have the right, in its sole and absolute
          discretion, and notwithstanding any elections made by the Participant,
          to pay all such benefits in a lump sum.

8.2       AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
          whole or in part with respect to that Employer; provided, however,
          that no amendment or modification shall be effective to decrease the
          vested portion of a Participant's Account Balance, calculated as
          though the Participant had experienced a Termination of Employment as
          of the effective date of the amendment or modification, or, if the
          amendment or modification occurs after the date upon which the
          Participant was eligible to Retire, the Participant had Retired as of
          the effective date of the amendment or modification. In addition, no
          amendment or modification of the Plan shall affect the right of any
          Participant or Beneficiary who was eligible to or did Retire on or
          before the effective date of such amendment or modification to receive
          benefits in the manner he or she elected.

8.3       EFFECT OF PAYMENT. The full payment of the applicable benefit under
          Articles 4, 5, 6, or 8 of the Plan shall completely discharge all
          obligations to a Participant under this Plan and the Participant's
          Plan Agreement shall terminate.



                                       12
<PAGE>   16



                                    ARTICLE 9
                                 ADMINISTRATION

9.1       COMMITTEE DUTIES. This Plan shall be administered by a Committee which
          shall consist of individuals selected by the President and Chief
          Executive Officer of the Company. Members of the Committee may be
          Participants under this Plan. The Committee shall also have the
          discretion and authority to make, amend, interpret, and enforce all
          appropriate rules and regulations for the administration of this Plan
          and decide or resolve any and all questions including interpretations
          of this Plan, as may arise in connection with the Plan. Any Committee
          member must recuse himself or herself on any matter of personal
          interest to such member that comes before the Committee.

9.2       AGENTS. In the administration of this Plan, the Committee may, from
          time to time, employ agents and delegate to them such administrative
          duties as it sees fit and may from time to time consult with counsel
          who may be counsel to any Employer.

9.3       BINDING EFFECT OF DECISIONS. The decision or action of the Committee
          with respect to any question arising out of or in connection with the
          administration, interpretation and application of the Plan and the
          rules and regulations promulgated hereunder shall be final and
          conclusive and binding upon all persons having any interest in the
          Plan.

9.4       INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold
          harmless the members of the Committee against any and all claims,
          losses, damages, expenses or liabilities arising from any action or
          failure to act with respect to this Plan, except in the case of
          willful misconduct by the Committee or any of its members.

9.5       EMPLOYER INFORMATION. To enable the Committee to perform its
          functions, each Employer shall supply full and timely information to
          the Committee on all matters relating to the compensation of its
          Participants, the date and circumstances of the Retirement,
          Disability, death or Termination of Employment of its Participants,
          and such other pertinent information as the Committee may reasonably
          require.



                                       13
<PAGE>   17



                                   ARTICLE 10
                                CLAIMS PROCEDURES

10.1      PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
          Participant (such Participant or Beneficiary being referred to below
          as a "Claimant") may deliver to the Committee a written claim for a
          determination with respect to the amounts distributable to such
          Claimant from the Plan. If such a claim relates to the contents of a
          notice received by the Claimant, the claim must be made within 60 days
          after such notice was received by the Claimant. All other claims must
          be made within 180 days of the date on which the event that caused the
          claim to arise occurred. The claim must state with particularity the
          determination desired by the Claimant.

10.2      NOTIFICATION OF DECISION. The Committee shall consider a Claimant's 
          claim within 60 days of the making of the claim, and shall notify the
          Claimant in writing:

           (a)      that the Claimant's requested determination has been made, 
                    and that the claim has been allowed in full; or

           (b)      that the Committee has reached a conclusion contrary, in
                    whole or in part, to the Claimant's requested determination,
                    and such notice must set forth in a manner calculated to be
                    understood by the Claimant:

                    (i)      the specific reason(s) for the denial of the claim,
                             or any part of it;

                    (ii)     specific reference(s) to pertinent provisions of
                             the Plan upon which such denial was based;

                    (iii)    a description of any additional material or
                             information necessary for the Claimant to perfect
                             the claim, and an explanation of why such material
                             or information is necessary; and

                    (iv)     an explanation of the claim review procedure set 
                             forth in Section 10.3 below.

10.3      REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
          the Committee that a claim has been denied, in whole or in part, a
          Claimant (or the Claimant's duly authorized representative) may file
          with the Committee a written request for a review of the denial of the
          claim. Thereafter, but not later than 30 days after the review
          procedure begins, the Claimant (or the Claimant's duly authorized
          representative):

           (a)      may review pertinent documents;

           (b)      may submit written comments or other documents; and/or

           (c)      may request a hearing, which the Committee, in its sole
                    discretion, may grant.

10.4      DECISION ON REVIEW. The Committee shall render its decision on review
          promptly, and not later than 60 days after the filing of a written
          request for review of the denial, unless a hearing is held or other
          special circumstances require additional time, in which case the
          Committee's decision must be rendered within 120 days after such 



                                       14
<PAGE>   18

          date. Such decision must be written in a manner calculated to be
          understood by the Claimant, and it must contain:

           (a)      specific reasons for the decision;

           (b)      specific reference(s) to the pertinent Plan provisions upon
                    which the decision was based; and

           (c)      such other matters as the Committee deems relevant.

10.5      LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
          this Article 10 is a mandatory prerequisite to a Claimant's right to
          commence any legal action with respect to any claim for benefits under
          this Plan.



                                       15
<PAGE>   19


                                   ARTICLE 11
                                      TRUST

11.1      ESTABLISHMENT OF TRUST. The Employers shall establish the Trust and
          shall transfer over to the Trust such assets, if any, as the Committee
          determines, from time to time and in its sole discretion, are
          appropriate.

11.2      INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the
          Plan shall govern the rights of a Participant to receive distributions
          pursuant to the Plan. The provisions of the Trust shall govern the
          rights of the Participant and the creditors of the Employers to the
          assets transferred to the Trust. The Employers shall at all times
          remain liable to carry out their obligations under the Plan. The
          Employers' obligations under the Plan may be satisfied with Trust
          assets distributed pursuant to the terms of the Trust.



                                       16
<PAGE>   20



                                   ARTICLE 12
                                  MISCELLANEOUS

12.1      UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
          heirs, successors and assigns shall have no legal or equitable right,
          interest or claim in any property or assets of an Employer. Any and
          all of an Employer's assets shall be, and remain, the general,
          unpledged and unrestricted assets of the Employer. An Employer's
          obligation under the Plan shall be merely that of an unfunded and
          unsecured promise to pay money in the future.

12.2      EMPLOYER'S LIABILITY. An Employer's liability for the payment of
          benefits shall be defined only by the Plan. An Employer shall have no
          obligation to a Participant under the Plan except as expressly
          provided in the Plan.

12.3      NONASSIGNABILITY. Neither a Participant nor any other person shall
          have any right to commute, sell, assign, transfer, pledge, anticipate,
          mortgage, or otherwise encumber, transfer, hypothecate or convey in
          advance of actual receipt, the amounts, if any, payable hereunder, or
          any part thereof, which are, and all rights to which are expressly
          declared to be unassignable and non-transferable. No part of the
          amounts payable shall, prior to actual payment, be subject to seizure
          or sequestration for the payment of any debts, judgments, alimony or
          separate maintenance owed by a Participant or any other person, nor be
          transferable by operation of law in the event of a Participant's or
          any other person's bankruptcy or insolvency.

12.4      COORDINATION WITH OTHER BENEFITS. The benefits provided for a
          Participant and Participant's Beneficiary under the Plan are in
          addition to any other benefits available to such Participant under any
          other plan or program for employees of the Participant's Employer. The
          Plan shall supplement and shall not supersede, modify or amend any
          other such plan or program except as may otherwise be expressly
          provided.

12.5      NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
          shall not be deemed to constitute a contract of employment between any
          Employer and the Participant. Such employment is hereby acknowledged
          to be an "at will" employment relationship that can be terminated at
          any time for any reason, with or without cause, unless expressly
          provided in a written employment agreement. Nothing in this Plan shall
          be deemed to give a Participant the right to be retained in the
          service of any Employer, either as an employee or a director, or to
          interfere with the right of any Employer to discipline or discharge
          the Participant at any time.

12.6      FURNISHING INFORMATION. A Participant or his or her Beneficiary will
          cooperate with the Committee by furnishing any and all information
          requested by the Committee and take such other actions as may be
          requested in order to facilitate the administration of the Plan and
          the payments of benefits hereunder.

12.7      TERMS. Whenever any words are used herein in the singular or in the
          plural, they shall be construed as though they were used in the plural
          or the singular, as the case may be, in all cases where they would so
          apply. The masculine pronoun shall be deemed to include the feminine
          and vice versa, unless the context clearly indicates otherwise.



                                       17
<PAGE>   21

12.8      CAPTIONS. The captions of the articles, sections and paragraphs of
          this Plan are for convenience only and shall not control or affect the
          meaning or construction of any of its provisions.

12.9      GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be 
          construed and interpreted according to the laws of the State of
          California.

12.10     NOTICE. Any notice or filing required or permitted to be given to the
          Committee under this Plan shall be sufficient if in writing and
          hand-delivered, or sent by registered or certified mail, to:

                            Human Resources Department
                            IT Corporation
                            2790 Mosside Boulevard
                            Monroeville, Pennsylvania 15146-2792

          Such notice shall be deemed given as of the date of delivery or, if
          delivery is made by mail, as of the date shown on the postmark on the
          receipt for registration or certification.

          Any notice or filing required or permitted to be given to a
          Participant under this Plan shall be sufficient if in writing and
          hand-delivered, or sent by mail, to the last known address of the
          Participant.

12.12     SUCCESSORS. The provisions of this Plan shall bind and inure to the
          benefit of the Participant's Employer and its successors and assigns
          and the Participant, the Participant's Beneficiaries, and their
          permitted successors and assigns.

12.12     SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
          of a Participant who has predeceased the Participant shall
          automatically pass to the Participant and shall not be transferable by
          such spouse in any manner, including but not limited to such spouse's
          will, nor shall such interest pass under the laws of intestate
          succession.

12.13     VALIDITY. In case any provision of this Plan shall be illegal or
          invalid for any reason, said illegality or invalidity shall not affect
          the remaining parts hereof, but this Plan shall be construed and
          enforced as if such illegal or invalid provision had never been
          inserted herein.

12.14     INCOMPETENT. If the Committee determines in its discretion that a
          benefit under this Plan is to be paid to a minor, a person declared
          incompetent or to a person incapable of handling the disposition of
          that person's property, the Committee may direct payment of such
          benefit to the guardian, legal representative or person having the
          care and custody of such minor, incompetent or incapable person. The
          Committee may require proof of minority, incompetency, incapacity or
          guardianship, as it may deem appropriate prior to distribution of the
          benefit. Any payment of a benefit shall be a payment for the account
          of the Participant and the Participant's Beneficiary, as the case may
          be, and shall be a complete discharge of any liability under the Plan
          for such payment amount.

12.15     DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
          portion of a Participant's benefit under this Plan becomes taxable to
          the Participant prior to receipt, a Participant may petition the
          Committee for a distribution of assets sufficient to meet the
          Participant's tax liability (including additions to tax, penalties and
          interest). Upon the grant of such a petition, which grant shall not be



                                       18
<PAGE>   22

          unreasonably withheld, a Participant's Employer shall distribute to
          the Participant immediately available funds in an amount equal to that
          Participant's federal, state and local tax liability associated with
          such taxation (which amount shall not exceed the Participant's vested
          Account Balance), which liability shall be measured by using that
          Participant's then current highest federal, state and local marginal
          tax rate, plus the rates or amounts for the applicable additions to
          tax, penalties and interest. If the petition is granted, the tax
          liability distribution shall be made within 90 days of the date when
          the Participant's petition is granted. Such a distribution shall
          reduce the benefits to be paid under this Plan.

12.16     LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company is
          aware that upon the occurrence of a Change in Control with respect to
          an Employer, the board of directors of such Employer (which might then
          be composed of new members) or a shareholder of such Employer, or of
          any successor corporation might then cause or attempt to cause the
          Employer or such successor to refuse to comply with its obligations
          under the Plan and might cause or attempt to cause the Employer to
          institute, or may institute, litigation seeking to deny Participants
          the benefits intended under the Plan. In these circumstances, the
          purpose of the Plan could be frustrated. Accordingly, if, following a
          Change in Control, it should appear to any Participant that an
          Employer or the Committee has failed to comply with any of its
          obligations under the Plan or any agreement thereunder or, if an
          Employer or any other person takes any action to declare the Plan void
          or unenforceable or institutes any litigation or other legal action
          designed to deny, diminish or to recover from any Participant or
          Beneficiary the benefits intended to be provided, then all Employers
          irrevocably authorize such person to retain counsel of his or her
          choice at the expense of the Employers to represent such person in
          connection with the initiation or defense of any litigation or other
          legal action, whether by or against an Employer, the Committee, or any
          director, officer, shareholder or other person affiliated with any of
          them or any successor thereto in any jurisdiction.

12.17     COUNTERPARTS. This instrument may be executed in one or more
          counterparts each of which shall be legally binding and enforceable.

12.18     SMALL PAYMENTS. Notwithstanding any other provision hereof, in the
          event that any Participant's or Beneficiary's Account hereunder is
          less than $5,000, the Committee may, in its discretion, automatically
          pay such amount in one lump sum, rather than installments, but in all
          other respects in accordance with the terms of the Plan or an
          applicable Election Form.

                  IN WITNESS WHEREOF, the Company has signed this amended and
restated Plan document on behalf of all Employers as of January 1, 1998.

                                            IT CORPORATION,
                                            a California Corporation

                                            By: /s/ Anthony J. DeLuca
                                               ---------------------------------
                                                Anthony J. DeLuca

                                            Its: President
                                                --------------------------------



                                       19