<PAGE>   1
                                                              Exhibit 10(iii).28





                                 IT CORPORATION
                           DEFERRED COMPENSATION PLAN
                              (AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 1998)

<PAGE>   2



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

ARTICLE 2           Selection, Enrollment, Eligibility............................................................5

          2.1       Selection by Committee........................................................................5
          2.2       Enrollment Requirements.......................................................................5
          2.3       Eligibility; Commencement of Participation....................................................5

ARTICLE 3           Deferral Commitments/Interest Crediting.......................................................6

          3.1       Minimum Deferral..............................................................................6
          3.2       Maximum Deferral..............................................................................6
          3.3       Election to Defer; Effect of Election Form....................................................6
          3.4       Withholding of Deferral Amounts...............................................................6
          3.5       Interest Crediting Prior to Distribution......................................................6
          3.6       Interest Crediting for Installment Distributions..............................................7
          3.7       FICA Taxes....................................................................................7
          3.8       Vesting.......................................................................................7
          3.9       Disability Waiver.............................................................................7
          3.10      Statement.....................................................................................7

ARTICLE 4           Short-Term Payout; Unforeseeable Financial Emergencies;  Withdrawal Election..................8

          4.1       Short-Term Payout.............................................................................8
          4.2       Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.........................8
          4.3       Withdrawal Election...........................................................................8

ARTICLE 5           Retirement and Termination Benefits...........................................................9

          5.1       Retirement Benefit............................................................................9
          5.2       Termination Benefit...........................................................................9
          5.3       Death Prior to Completion of Benefits.........................................................9
          5.4       Disability....................................................................................9

ARTICLE 6           Pre-Termination Survivor Benefit.............................................................10

          6.1       Pre-Termination Survivor Benefit.............................................................10
          6.2       Payment of Pre-Termination Survivor Benefits.................................................10

ARTICLE 7           Beneficiary Designation......................................................................11

          7.1       Beneficiary..................................................................................11
          7.2       Beneficiary Designation;  Change; Spousal Consent............................................11
          7.3       Acknowledgment...............................................................................11
          7.4       No Beneficiary Designation...................................................................11
          7.5       Doubt as to Beneficiary......................................................................11
          7.6       Discharge of Obligations.....................................................................11
</TABLE>


                                       i

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<TABLE>
<S>                 <C>                                                                                          <C>
ARTICLE 8           Leave Of Absence.............................................................................12

          8.1       Paid Leave of Absence........................................................................12
          8.2       Unpaid Leave of Absence......................................................................12

ARTICLE 9           Termination, Amendment or Modification.......................................................13

          9.1       Termination..................................................................................13
          9.2       Amendment....................................................................................13
          9.3       Effect of Payment............................................................................13

ARTICLE 10          Administration...............................................................................14

          10.1      Committee Duties.............................................................................14
          10.2      Agents.......................................................................................14
          10.3      Binding Effect of Decisions..................................................................14
          10.4      Indemnity of Committee.......................................................................14
          10.5      Employer Information.........................................................................14

ARTICLE 11          Claims Procedures............................................................................15

          11.1      Presentation of Claim........................................................................15
          11.2      Notification of Decision.....................................................................15
          11.3      Review of a Denied Claim.....................................................................15
          11.4      Decision on Review...........................................................................16
          11.5      Legal Action.................................................................................16

ARTICLE 12          Trust........................................................................................17

          12.1      Establishment of Trust.......................................................................17
          12.2      Interrelationship of the Plan and the Trust..................................................17

ARTICLE 13          Miscellaneous................................................................................18

          13.1      Unsecured General Creditor...................................................................18
          13.2      Employer's Liability.........................................................................18
          13.3      Nonassignability.............................................................................18
          13.4      Coordination with Other Benefits.............................................................18
          13.5      Not a Contract of Employment.................................................................18
          13.6      Furnishing Information.......................................................................18
          13.7      Terms........................................................................................18
          13.8      Captions.....................................................................................19
          13.9      Governing Law................................................................................19
          13.10     Notice.......................................................................................19
          13.11     Successors...................................................................................19
          13.12     Spouse's Interest............................................................................19
          13.13     Validity.....................................................................................19
          13.14     Incompetent..................................................................................19
          13.15     Distribution in the Event of Taxation........................................................20
          13.16     Legal Fees to Enforce Rights After Change in Control.........................................20
          13.17     Counterparts.................................................................................20
          13.18     Small Payments...............................................................................20
</TABLE>


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                                 IT CORPORATION
                           DEFERRED COMPENSATION PLAN
                              AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 1998

                                     PURPOSE

                  The purpose of this Plan is to provide specified benefits to
non-employee directors and 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" shall mean, with respect to a Participant, the sum of
         (i) the Participant's Deferral Amount 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 Code Section 401(a)(17).

1.3      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary and Annual Bonus that a Participant elects to have
         and is deferred, in accordance with Article 3, for any one Plan Year
         without regard to Code Section 401(a)(17).

1.4      "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. Notwithstanding the foregoing, in the case of
         non-employee directors, "Base Annual Salary" shall mean directors fees.



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1.5      "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.

1.6      "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.

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

1.8      "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 Employees 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.

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

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

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

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



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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     "Deferral Amount" shall mean the sum of all of a Participant's Annual
         Deferral Amounts.

1.15     "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).

1.16     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

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

1.18     "Participant" shall mean any employee or non-employee director of an
         Employer (i) who is selected to participate in the Plan, (ii) who
         elects to participate in the Plan, (iii) who signs a Plan Agreement, an
         Election Form and a Beneficiary Designation Form, (iv) whose signed
         Plan Agreement, Election Form and Beneficiary Designation Form are
         accepted by the Committee, (v) who commences participation in the Plan,
         and (vi) whose Plan Agreement has not terminated.

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

1.20     "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.

1.21     "Plan Year" shall, for the first Plan Year, begin on January 1, 1996
         and end on December 31, 1996. For each Plan Year thereafter, the Plan
         Year shall begin on January 1 of each year and continue through
         December 31.

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

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



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         severance from service with all Employers for any reason other than a
         leave of absence on or after the attainment of (i) age 70 with at least
         five Years of Service, or (ii) ten Years of Service (in which case the
         Participant shall be deemed to Retire at age 65, or, if later, his or
         her actual age at Retirement. If a Participant has been both an
         employee and a nonemployee director, his or her Retirement shall occur
         at the later of whichever of clauses (a) or (b) applies.

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

1.25     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

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

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

1.28     "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.

1.29     "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.

1.30     "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, except that in the case of non-employee
         directors, "Years of Service" shall mean the total number of years and
         portions thereof served as a non-employee director.



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                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
         non-employee directors and to employees of an Employer who are part of
         a a select group of management or highly compensated employees.
         Generally, in the case of employees, such group shall be limited to
         employees eligible to participate in the Company's bonus incentive plan
         and with a Base Annual Salary of at least $100,000. 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
         person 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 a person 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 person
         shall commence participation in the Plan upon the timely completion of
         those requirements and the Committee's acceptance of all submitted
         documents. If a person fails to meet all such requirements within the
         required 30 day period, he or she 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
                     DEFERRAL COMMITMENTS/INTEREST CREDITING

3.1      MINIMUM DEFERRAL.

         (a)      MINIMUM. For each Plan Year, a Participant may elect to defer
                  Base Annual Salary and/or Annual Bonus paid during such Plan
                  Year in the minimum amount of $2,000 in the aggregate. If no
                  election is made, the amount deferred shall be zero.

         (b)      SHORT PLAN YEAR. If a Participant first becomes a Participant
                  after the first day of a Plan Year, or, in the case of the
                  first Plan Year of the Plan itself, the minimum deferral shall
                  be an amount equal to the minimum set forth above, multiplied
                  by a fraction, the numerator of which is the number of
                  complete months remaining in the Plan Year and the denominator
                  of which is 12.

3.2      MAXIMUM DEFERRAL. For each Plan Year, a Participant may elect to defer
         Base Annual Salary and/or Annual Bonus up to 100% of his or her Base
         Annual Salary and Annual Bonus.

3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM. In connection with a 
         Participant's commencement of participation in the Plan, the
         Participant shall make a deferral election by delivering 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. For
         each succeeding Plan Year, a new Election Form must be delivered to the
         Committee, in accordance with its rules and procedures, before the end
         of the Plan Year preceding the Plan Year for which the election is
         made. If no Election Form is timely delivered for a Plan Year, no
         Annual Deferral Amount shall be withheld for that Plan Year.

3.4      WITHHOLDING OF DEFERRAL AMOUNTS. For each Plan Year, the Base Annual
         Salary portion of the Annual Deferral Amount shall be withheld each
         payroll period in equal amounts from the Participant's Base Annual
         Salary. The Annual Bonus portion of the Annual Deferral Amount shall be
         withheld at the time the Annual Bonus is or otherwise would be paid to
         the Participant.

3.5      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 portion of the Annual Deferral Amount was
         actually withheld from the compensation the Participant would otherwise
         receive. 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 



                                       6
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         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.

3.6      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 years, this average shall be determined
         using the Crediting Rates for the Plan Years during which the
         Participant participated in the Plan.

3.7      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 that is not being deferred, the
         Participant's share, if any, of FICA taxes on deferred amounts (or
         earnings thereon). If necessary, the Committee shall reduce the Annual
         Deferral Amount in order to comply with this Section.

3.8      VESTING. A Participant shall have at all times a fully vested and  
         nonforfeitable interest in his or her Account Balance.

3.9      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL; CREDIT FOR PLAN YEAR OF DISABILITY. A
                  Participant who is determined by the Committee to be suffering
                  from a Disability shall be excused from fulfilling that
                  portion of the Annual Deferral Amount commitment that would
                  otherwise have been withheld from a Participant's Base Annual
                  Salary and/or Annual Bonus for the Plan Year during which the
                  Participant first suffers a Disability. During the period of
                  Disability, the Participant shall not be allowed to make any
                  additional deferral elections.

         (b)      RETURN TO WORK. If a Participant returns to employment or
                  service with an Employer after a Disability ceases, the
                  Participant may elect to defer an Annual Deferral Amount for
                  the Plan Year following his or her return to employment and
                  for every Plan Year thereafter while a Participant in the
                  Plan; provided such deferral elections are otherwise allowed
                  and an Election Form is delivered to and accepted by the
                  Committee for each such election in accordance with Section
                  3.3 above.

3.10     STATEMENT. Each Employer shall provide no less frequently than annually
         to each Participant a statement of the Participant's total Account
         Balance including earnings credited thereto.



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                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1      SHORT-TERM PAYOUT. In connection with each election to defer an Annual
         Deferral Amount, a Participant may elect to receive a future
         "Short-Term Payout" from the Plan with respect to that Annual Deferral
         Amount. The Short-Term Payout shall be a lump sum payment in an amount
         that is equal to the Annual Deferral Amount plus interest credited at
         the Crediting Rate on that amount. Subject to the other terms and
         conditions of this Plan, each Short-Term payout elected shall be paid
         within 60 days of the first day of the Plan Year that is 5 or more
         years after the first day of the Plan Year in which the Annual Deferral
         Amount is actually deferred.

4.2      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the lesser 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.

4.3      WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw
         all of his or her Account Balance, calculated as if such Participant
         were receiving a Termination Benefit, less a 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 withdrawal penalty shall be equal to 15% 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. A Participant, in
         connection with his or her commencement of participation in the Plan,
         shall elect on his or her initial 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.

5.2      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 initial 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.

5.3      DEATH PRIOR TO COMPLETION OF BENEFITS. If a Participant dies after
         Retirement or Termination of Employment but before the applicable
         benefit is paid in full, the Participant's unpaid benefits 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      DISABILITY. A Participant suffering a Disability shall continue to be
         considered employed or in service 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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<PAGE>   13




                                    ARTICLE 6
                        PRE-TERMINATION SURVIVOR BENEFIT

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

6.2      PAYMENT OF PRE-TERMINATION SURVIVOR BENEFITS. The Pre-Termination
         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-Termination Survivor Benefit
         payment may be made as a lump sum at the request of the Beneficiary and
         with the consent of the Committee, in its sole and absolute discretion.
         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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                                    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
                                LEAVE OF ABSENCE

8.1      PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment or service of the Employer, the Participant shall
         continue to be considered actively employed by, or in the service of,
         the Employer and the Annual Deferral Amount shall continue to be
         withheld during such paid leave of absence in accordance with Section
         3.3.

8.2      UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment or service of the Employer, the Participant
         shall be excused from making deferrals until the earlier of the date
         the leave of absence expires or the date the Participant returns to
         paid employment status. Upon such expiration or return, deferrals shall
         resume for the remaining portion of the Plan Year in which the
         expiration or return occurs, based on the deferral election, if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.



                                       12
<PAGE>   16




                                    ARTICLE 9
                     TERMINATION, AMENDMENT OR MODIFICATION

9.1      TERMINATION. Any Employer reserves the right to terminate the Plan at
         any time with respect to Participants employed by, or in the service
         of, the Employer. Upon the termination of the Plan, 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.

9.2      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 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.

9.3      EFFECT OF PAYMENT. The full payment of the applicable benefit under
         Articles 4, 5, 6, or 9 of the Plan shall completely discharge all
         obligations to a Participant under this Plan and the Participant's Plan
         Agreement shall terminate.



                                       13
<PAGE>   17





                                   ARTICLE 10
                                 ADMINISTRATION

10.1     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.

10.2     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.

10.3     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.

10.4     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.

10.5     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.



                                       14
<PAGE>   18





                                   ARTICLE 11
                                CLAIMS PROCEDURES

11.1     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.

11.2     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 11.3 below.

11.3     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.



                                       15
<PAGE>   19

11.4     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 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.

11.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 11 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.



                                       16
<PAGE>   20




                                   ARTICLE 12
                                      TRUST

12.1     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.

12.2     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.



                                       17
<PAGE>   21





                                   ARTICLE 13
                                  MISCELLANEOUS

13.1     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.

13.2     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.

13.3     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any fight 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.

13.4     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.

13.5     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.

13.6     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.

13.7     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 



                                       18
<PAGE>   22

         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.

13.8     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.

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

13.10    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.

13.11    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.

13.12    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.

13.13    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.

13.14    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 



                                       19
<PAGE>   23

         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.

13.15    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
         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.

13.16    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.

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

13.18    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.



                                       20
<PAGE>   24


                  IN WITNESS WHEREOF, the Company has signed this 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
                                                --------------------------------



                                       21