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                                                              EXHIBIT 10(iii)(e)

                        RETIREMENT BENEFIT EQUITY PLAN
                                      OF
                       ARMSTRONG WORLD INDUSTRIES, INC.


     This Retirement Benefit Equity Plan was originally established, pursuant to
the authority of the Board of Directors of Armstrong World Industries, Inc.,
effective January 1, 1976 to pay supplemental retirement benefits to certain
employees of the Company who have qualified or may qualify for benefits under
the Retirement Income Plan for Employees of Armstrong World Industries, Inc.
The Retirement Benefit Equity Plan is hereby amended and restated as of January
1, 2000.

     All benefits payable under this Plan shall be paid out of the general
assets of the Company, or from a trust, if any, established by the Company for
the purpose of paying benefits under the Plan, the assets of which shall remain
subject to the claims of judgment creditors of the Company in accordance with
the provisions of any such trust.

Article 1.  Definitions

     1.01   "Actuarial Equivalent Present Value" shall refer to the present
            value of a Member's supplemental benefits. With respect to any
            Member who is eligible to retire or has retired under the Retirement
            Income Plan, such present value shall be determined using the
            immediate Present Value Factors applied to a single life annuity
            payable immediately. With respect to any Member who is not eligible
            to retire or has not retired under the Retirement Income Plan, such
            present value shall be determined using the deferred Present Value
            Factors applied to an age 65 single life annuity. The determination
            of Actuarial Equivalent Present Value shall reflect future assumed
            increases in the limitations under Section 415 of the Internal
            Revenue Code, with such future assumed increases being based on the
            interest rate that is used by the Committee to determine the amount
            of any employment taxes that may be owed under Section 3121(v) of
            the Internal Revenue Code.

     1.02   "Board of Directors" shall mean the Board of Directors of the
            Company.

     1.03   "Committee" shall mean the Retirement Committee as provided for in
            Article 4.

     1.04   "Company" shall mean Armstrong World Industries, Inc. or any
            successor by merger, purchase or otherwise, with respect to its
            employees. The term Company shall also mean any other company
            participating in the Retirement Income Plan with respect to its
            employees if such Company adopts this Plan.

     1.05   "Compensation" shall mean a Member's "compensation" as determined
            under the Retirement Income Plan without regard to limitations under
            Section 401(a)(17) of the Internal Revenue Code, plus amounts
            deferred by the Member under the Armstrong Deferred Compensation
            Plan, if any, and amounts contributed by the Company to the Bonus
            Replacement Retirement Plan of Armstrong World Industries, Inc. (the
            "Bonus Replacement Retirement Plan") on behalf of the Member in the
            year in which such contribution is made.

     1.06   "Effective Date" shall mean January 1, 1976.

     1.07   "Member" shall mean any person included in the membership of the
            Plan as provided in Article 2.
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     1.08   "Plan" shall mean the Retirement Benefit Equity Plan of Armstrong
            World Industries, Inc. as described herein or as hereafter amended.

     1.09   "Present Value Factors" shall refer to the discount rate utilized in
            the Company's annual published financial statements in determining
            the Company's net credit for its U.S. defined benefit plans for the
            calendar year preceding the year in which the supplemental benefits
            are determined and the 1983 Group Annuity Mortality Table, based
            upon a fixed blend of 50% of the male rates and 50% of the female
            rates.

     1.10   "Retirement Income Plan" shall mean the Retirement Income Plan for
            Employees of Armstrong World Industries, Inc.

Article 2.  Membership

     2.01   Every person who was a member of the Plan as in effect on December
            31, 1999 shall remain a Member of the Plan on or after January 1,
            2000.

     2.02   Every other employee of the Company shall become a Member of the
            Plan on the first day of the calendar year in which the Committee
            determines that:

            (a)  the employee's benefit calculated under the Retirement Income
                 Plan exceeds the allowed benefit under Section 415 of the
                 Internal Revenue Code,

            (b)  the employee's compensation exceeds the maximum allowed under
                 Section 401(a)(17) of the Internal Revenue Code,

            (c)  the employee has compensation deferred under the terms of the
                 Armstrong Deferred Compensation Plan,

            (d)  the employee is a key executive designated by the Board of
                 Directors, or its delegate, to receive credit for employment
                 prior to his Company employment for purposes of calculating his
                 Retirement Income Plan benefit, as provided under Section
                 3.01(a)(iii) of this Plan, or

            (e)  the employee has a contribution made on his behalf to the Bonus
                 Replacement Retirement Plan.

     2.03   Membership under the Plan shall terminate if a Member's employment
            with the Company terminates unless at that time the Member is
            entitled to retirement income payments pursuant to the Retirement
            Income Plan or benefits described in Section 3.04.

Article 3.  Amount and Payment of Supplemental Benefits

     3.01   The supplemental benefits under this Plan shall be payable by the
            Company only with respect to a Member who has retired, died or
            otherwise terminated his employment with the Company after becoming
            vested under the Retirement Income Plan. Any such supplemental
            benefits shall be payable from the general assets of the Company or
            from a trust, if any, established by the Company for the purpose of
            paying benefits under the Plan, the assets of which shall remain
            subject to the claims of judgment creditors of the Company in
            accordance with the provisions of any such trust.

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            The amount of any supplemental benefits payable to or on account of
            a Member pursuant to this Plan, expressed as a single life annuity
            payable as of the Member's "normal retirement date" (as that term is
            defined in the Retirement Income Plan) or in the event the Member
            defers his retirement beyond his normal retirement date, his
            "deferred retirement date" (as that term is defined in the
            Retirement Income Plan), shall be equal to (a) minus (b) minus (c)
            minus (d), where:

            (a)  is the benefit calculated under the provisions of the
                 Retirement Income Plan, but:

                 (i)    disregarding any reduction in the amount of benefits
                        under the Retirement Income Plan attributable to any
                        provision therein incorporating limitations imposed by
                        Section 415 of the Internal Revenue Code or Section
                        401(a)(17) of the Internal Revenue Code;

                 (ii)   disregarding any reduction due to compensation deferred
                        under the Armstrong Deferred Compensation Plan;

                 (iii)  including, for purposes of calculating Total Service
                        under the Retirement Income Plan, years of employment
                        for a Member described in Section 2.02(d) which precede
                        his Company employment to the extent so designated by
                        the Board of Directors, or its delegate, at the time
                        such individual is designated as eligible for membership
                        in the Plan; and

                 (iv)   including, for purposes of determining compensation, any
                        amounts contributed on the Member's behalf to the Bonus
                        Replacement Retirement Plan;

            (b)  is the actual amount of benefits payable to or on account of
                 the Member as calculated under the Retirement Income Plan;

            (c)  is the value of the benefit (excluding the portion of such
                 benefit attributable to employee contributions) which is
                 payable, which has been paid or which will become payable to a
                 Member described in Section 2.02(d) from a qualified defined
                 benefit plan to the extent such plan takes into account the
                 period of employment described in Section 3.01(a)(iii). In the
                 event the Member has received, is receiving, or is scheduled to
                 receive benefits from another such plan in any form other than
                 a single life annuity or at a time other than when benefits
                 commence under this Plan, the benefit to be taken into account
                 under this subsection (c) shall be determined by the Company
                 based on actuarial assumptions and factors reasonably utilized
                 under the Retirement Income Plan as of the date of
                 determination, or to the extent such factors or assumptions do
                 not contemplate a particular situation which arises under this
                 Plan, based upon the Present Value Factors; and

            (d)  is the actuarial equivalent value of any supplemental benefits
                 previously paid to the Member under this Plan, provided that
                 the actuarial equivalent value of any supplemental benefits
                 paid as a single sum shall be determined using the Present
                 Value Factors.

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            Notwithstanding the preceding provisions of this Section 3.01, in
            the event a retired or terminated Member's benefit calculated under
            the Retirement Income Plan is increased for any reason after the
            Member's supplemental benefit payments have commenced in an annuity
            form, the amount of any supplemental benefits payable to or on
            account of such Member under this Plan shall be reduced
            correspondingly on a prospective basis, and in the event such
            increase is made retroactively resulting in the overpayments of any
            or all of the Member's supplemental benefits, future benefit
            payments under this Plan shall be reduced to reflect such prior
            overpayments in any manner determined by the Committee, in its
            discretion, and applied on a consistent basis to all similarly
            situated Members, until an amount equal to the total overpayments in
            the Member's supplemental benefit payments are recovered.

     3.02   Subject to the following rules, an employee of the Company who
            becomes a Member under this Plan in accordance with Section 2.02
            shall elect in writing the form and timing of payment of the
            supplemental benefits payable on behalf of such Member under this
            Plan within the thirty (30) day period following the Committee's
            determination that such employee has become a Member. Further,
            subject to the following rules, each employee of the Company who is
            a Member of the Plan on December 31, 1999 shall elect in writing no
            later than June 30, 2000 the form and timing of payment of the
            supplemental benefits payable on behalf of such Member.

            (a)  The Member may elect to have his supplemental benefits paid in
                 the form of any annuity that is offered under the Retirement
                 Income Plan or in a single sum.

            (b)  In no event shall the Member elect to have his supplemental
                 benefits commence or be paid earlier than the later of: (i) the
                 Member's attainment of age 55, or (ii) the date the Member
                 first becomes eligible to receive his benefits under the
                 Retirement Income Plan and in no event shall the Member elect
                 to have his supplemental benefits commence or be paid later
                 than the Member's attainment of age 65 or, if later, his actual
                 retirement from the Company. Notwithstanding the preceding
                 sentence, if the Member elects a single sum payment, he may
                 elect to receive such single sum payment at any time following
                 his termination of employment.

            (c)  In the event the Member fails to affirmatively elect the form
                 and timing of payment of his supplemental benefits hereunder,
                 the Member shall be deemed to have elected to have his
                 supplemental benefits paid in the form of a single life
                 annuity, commencing as of the first day of the month next
                 following his attainment of age 65 or if later, his actual
                 retirement from the Company.

          (d)    If the Member elects to have his supplemental benefits paid in
                 a single sum, the Member shall receive 100% of the Actuarial
                 Equivalent Present Value of his supplemental benefits
                 determined under Section 3.01. Notwithstanding the preceding
                 sentence, if the Member elects a single sum payment date that
                 is within twelve (12) months of the date of his distribution
                 election, he shall receive 94% of the Actuarial Equivalent
                 Present Value of his supplemental benefits determined under
                 Section 3.01, and the

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                 remaining six percent (6%) of the Actuarial Equivalent Present
                 Value shall be permanently forfeited.

            (e)  Notwithstanding any other provision of the Plan to the
                 contrary, in the event the Member elects to receive a period
                 certain annuity or joint and survivor annuity and either the
                 beneficiary designated by the Member dies prior to the date the
                 Member commences receiving his supplemental benefits or the
                 Member designates his spouse as his beneficiary and the Member
                 is not legally married to such spouse immediately preceding the
                 date the Member commences receiving his supplemental benefits,
                 the Member's election to receive such period certain annuity or
                 joint and survivor annuity shall automatically be converted to
                 an election to receive a single life annuity.

     3.03   Notwithstanding the provisions of Section 3.02, a Member who has not
            commenced receiving payment of his supplemental benefits may request
            in writing to the Committee to amend the commencement date (in the
            case of an annuity) or payment date (in the case of a single sum)
            and/or the form of payment of his supplemental benefits elected by
            the Member under Section 3.02, in accordance with the following
            rules:

            (a)  A Member who has not commenced receiving payment of his
                 supplemental benefits may request to amend the timing and/or
                 form of payment of the supplemental benefits provided: (i) the
                 commencement date or the payment date in the absence of such
                 distribution election amendment is not within twelve (12)
                 months of the date of the amendment; (ii) his amended
                 commencement date or payment date (if applicable) is at least
                 twelve (12) months after the date of the distribution election
                 amendment; and (iii) his amended commencement date or payment
                 date (if applicable) is otherwise in conformance with the
                 provisions of Section 3.02(b).

          (b)    Notwithstanding subsection (a) above and any other provision of
                 the Plan to the contrary, a Member who has not commenced
                 receiving payment of his supplemental benefits may request at
                 any time to change (i) his annuity form of payment to a single
                 sum payment or (ii) the payment date of the single sum, with
                 the single sum payment in either case being made within the
                 twelve (12) month period beginning on the date of the
                 distribution election amendment and being equal to 94% of the
                 Actuarial Equivalent Present Value of the Member's supplemental
                 benefits, and with the remaining six percent (6%) of the
                 Actuarial Equivalent Present Value being permanently forfeited.

          (c)    Notwithstanding any other provision of the Plan to the
                 contrary, a Member who is receiving annuity payments of his
                 supplemental benefits may request to receive a single sum
                 payment of the Actuarial Equivalent Present Value of the
                 remaining supplemental benefits payable to such Member (and if
                 applicable, to such Member's beneficiary in the case of a
                 period certain annuity or a joint and survivor annuity) only
                 under the following circumstances:

                 (i)   Each Member who is receiving payments of his supplemental
                       benefits immediately prior to March 1, 2000 shall be
                       given a three (3) month period, beginning with the date
                       the Committee notifies the Member, during which the

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                       Member may elect to receive such single sum payment.

                 (ii)  In the event of a change in control (as defined in
                       Section 5.05(c)), each Member who is receiving payments
                       of his supplemental benefits immediately prior to the
                       change in control shall be given a three (3) month
                       period, beginning with the date of the change in control,
                       during which the Member may elect to receive such single
                       sum payment.

                 The Member's election under (i) or (ii) must be in writing and
                 must specify the payment date of the single sum; provided,
                 however, if the Member elects a payment date that is within
                 twelve (12) months of the date of his single sum election, he
                 shall receive 94% of the Actuarial Equivalent Present Value of
                 the remaining supplemental benefits payable to such Member (and
                 if applicable, to such Member's beneficiary), and the remaining
                 six percent (6%) of the Actuarial Equivalent Present Value
                 shall be permanently forfeited.

     3.04   Notwithstanding the provisions of Section 3.01 and Section 3.02,
            supplemental benefits shall be payable under this Plan to or on
            account of a Member described in Section 2.02(d) who: (i) is
            involuntarily terminated after completing one year of service but
            prior to becoming vested in the Retirement Income Plan, and (ii)
            receives severance pay benefits under the Severance Pay Plan for
            Salaried Employees of Armstrong World Industries, Inc. or any
            individual severance agreement, or who is eligible for severance pay
            benefits under the Employment Protection Plan for Salaried Employees
            of Armstrong World Industries, Inc. The Member's supplemental
            benefits will be calculated using the guaranteed pension schedule
            for Salaried Employees of Armstrong World Industries, Inc. under the
            Retirement Income Plan multiplied by the total years of service
            credited for employment prior to his Company employment, as
            determined in Section 2.02(d) and his years of Company employment
            and shall be payable in the form of a single life annuity commencing
            as of the later of the Member's attainment of age 62 or the Member's
            termination date.

     3.05   If a Member is restored to employment with the Company after having
            retired, any monthly payments under the Plan shall be discontinued
            and, upon subsequent retirement or termination of employment with
            the Company, the Member's benefits under the Plan shall be
            recomputed in accordance with Section 3.01 and shall again become
            payable to such Member in accordance with the provisions of the
            Plan, including his election under Section 3.02.

     3.06   In the event the dollar amount of the maximum benefit under the
            Retirement Income Plan pursuant to Section 415 of the Internal
            Revenue Code increases because of adjustments in the cost of living,
            the supplemental benefits of any Member payable under the Plan,
            whether or not in pay status, shall be recalculated to take into
            account the higher maximum benefit payable from the Retirement
            Income Plan. If payments have already commenced under the Retirement
            Income Plan and this Plan, benefit amounts under both plans shall be
            adjusted to reflect the higher maximum benefit, by increasing the
            amount paid under the Retirement Income Plan and decreasing the
            amount paid under this Plan, as soon as administratively possible
            after such a change.

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            Notwithstanding the above, if the Retirement Income Plan is
            terminated, no adjustments shall be made to benefits payable under
            this Plan with respect to changes in the maximum benefit after the
            date of such termination.

Article 4.  Administration

     4.01   The administration of the Plan and the responsibility for carrying
            out its provisions are vested in a Retirement Committee which shall
            be composed of the members of the Retirement Committee provided for
            under Article X of the Retirement Income Plan. The provisions of
            Article X of the Retirement Income Plan concerning powers of the
            Committee shall apply under this Plan. The Retirement Committee
            shall have the full and exclusive discretion and authority to
            interpret the Plan and to determine all benefits and to resolve all
            questions arising from the administration, interpretation, and
            application of Plan provisions, either by general rules or by
            particular decisions, including determinations as to whether a
            claimant is eligible for benefits, the amount, form and timing of
            benefits, and any other matter (including any question of fact)
            raised by a claimant or identified by the Retirement Committee. All
            decisions of the Committee shall be conclusive and binding upon all
            affected persons. The expenses of the Committee shall be paid
            directly by the Company.

Article 5.  General Provisions

     5.01   The establishment of the Plan shall not be construed as conferring
            any legal rights upon any person for a continuation of employment,
            nor shall it interfere with the rights of the Company to discharge
            any employee and to treat him without regard to the effect which
            such treatment might have upon him as a Member of the Plan. No legal
            or beneficial interest in any of the Company's assets is intended to
            be conferred by the terms of the Plan.

     5.02   In the event that the Committee shall find that a Member or other
            person entitled to benefits hereunder is unable to care for his
            affairs because of illness or accident, the Committee may direct
            that any benefit payment due him, unless claim shall have been made
            therefor by a duly appointed legal representative, be paid to his
            spouse, a child, a parent or other blood relative, or to a person
            with whom he resides, and any such payment so made shall be a
            complete discharge of the liabilities of the Company and the Plan
            therefor.

     5.03   The Company shall have the right to deduct from each payment to be
            made under the Plan any required withholding taxes.

     5.04   Subject to any applicable law, no benefit under the Plan shall be
            subject in any manner to anticipation, alienation, sale, transfer,
            assignment, pledge, encumbrance or charge, any attempt so to do
            shall be void, nor shall any such benefit be in any manner liable
            for or subject to garnishment, attachment, execution or levy, or
            liable for or subject to the debts, contracts, liabilities,
            engagements or torts of the Member. In the event that the Committee
            shall find that any Member or other person entitled to benefits
            hereunder has become bankrupt or has made any such attempt with
            respect to any such benefit, such benefit shall cease and terminate,
            and in that event the Board shall hold or apply the same to or for
            the benefit of such Member or other person entitled to benefits.

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     5.05   (a)  In the event that a Member (i) is discharged for willful,
                 deliberate, or gross misconduct as determined by the Board of
                 Directors or a duly constituted committee thereof; or (ii) if
                 following the Member's termination of employment with the
                 Company and, within a period of three years thereafter, the
                 Member engages in any business or enters into any employment
                 which the Board of Directors or a duly constituted committee
                 thereof determines to be either directly or indirectly
                 competitive with the business of the Company or substantially
                 injurious to the Company's financial interest (the occurrence
                 of an event described in (i) or (ii) shall be referred to as
                 "Injurious Conduct"), all benefits which would otherwise be
                 payable to him under the Plan shall be forfeited. Further, the
                 Board of Directors or a duly constituted committee thereof, in
                 its discretion, may require the Member who has engaged in
                 Injurious Conduct to return any amounts previously received by
                 the Member, provided the right to require repayment under this
                 subsection (a) must be exercised within ninety (90) days after
                 the Board (or committee, as the case may be) first learns of
                 the Injurious Conduct, but in no event later than twenty-four
                 (24) months after the Member's termination of employment with
                 the Company. A Member may request the Board of Directors or a
                 duly constituted committee thereof, in writing, to determine
                 whether any proposed business or employment activity would
                 constitute Injurious Conduct. Such a request shall fully
                 describe the proposed activity and the Board's (or the
                 committee's, as the case may be) determination shall be limited
                 to the specific activity so described.

            (b)  Notwithstanding the foregoing, benefits shall not cease or be
                 forfeited or be required to be repaid merely because the Member
                 (1) owns publicly traded shares of stock of a corporation which
                 competes with the Company, or (2)(a) acts as a consultant for,
                 (b) has an investment in, or (c) is a Board member of a
                 business where after the Member notifies the Company in writing
                 in advance of his potential involvement under (2)(a), (b) or
                 (c), the Company's Board of Directors or a duly constituted
                 committee thereof determines that the Member will not be in
                 violation of the Company's Conflicts of Interest policy, or (3)
                 becomes associated with a business which competes with the
                 Company within two years following a "change in control" and is
                 eligible for benefits under the Employment Protection Plan for
                 Salaried Employees or any individual severance agreement.

            (c)  A "change in control" shall occur if and when (i) any person
                 acquires "beneficial ownership" of more than 28% of the then
                 outstanding "voting stock" of the Company and within five years
                 thereafter, "disinterested directors" no longer constitute at
                 least a majority of the entire Board of Directors or (ii) there
                 shall occur a "business combination" with an "interested
                 shareholder." For the purpose of this Section, the terms
                 "person," "beneficial ownership," "voting stock,"
                 "disinterested director," "business combination," and
                 "interested shareholder" shall have the meaning given to them
                 in Article 7 of the Company's Articles of Incorporation as in
                 effect on May 1, 1985. Notwithstanding the preceding sentence,
                 for any Member who is covered by an individual severance
                 agreement, a "change in

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                 control" shall have the meaning assigned to such term by the
                 individual severance agreement.

     5.06   The Plan shall be constructed, regulated and administered under the
            laws of the Commonwealth of Pennsylvania.

     5.07   The masculine pronoun shall mean the feminine wherever appropriate.

     5.08   The Board of Directors may, through written resolutions adopted by
            the Board of Directors, amend or discontinue the Retirement Benefit
            Equity Plan at any time; provided, however, that if the Plan is
            amended to discontinue or reduce the amount of supplemental benefit
            payments (except as may be required pursuant to any plan arising
            from insolvency or bankruptcy proceedings) (a) any Member who is
            being paid his supplemental benefits immediately prior to the
            effective date of the amendment shall continue to be paid his
            supplemental benefits in the amount and manner (as provided under
            Article 3 hereof) as they were being paid at the time of such
            amendment, and (b) any Member who is not being paid his supplemental
            benefits immediately prior to the effective date of the amendment
            shall be entitled to receive (i) the supplemental benefits accrued
            by such Member as of the effective date of the amendment, with such
            supplemental benefits being paid in the form and at the time elected
            by the Member under Section 3.02, and (ii) any legal fees and
            related expenses incurred by the Member in receiving such
            supplemental benefits (as permitted under Section 5.09(e)) and
            interest under Section 5.09(f) (to the extent applicable).
            Notwithstanding the preceding sentence, any written employment
            agreement between the Executive Committee and any Member described
            in clause (b) of the preceding sentence shall govern to the extent
            such agreement either amends or discontinues the Member's
            supplemental benefits under the Plan, and Section 5.05 shall govern
            to the extent any Member engages in Injurious Conduct as defined
            under that section.

            In addition, the Board of Directors may by written resolution
            delegate to the Executive Committee of the Board of Directors this
            authority to amend the Plan. The Executive Committee shall amend the
            Plan by means of written resolution in accordance with the
            authorization of the Board of Directors, provided, however, that any
            such amendment by the Executive Committee also may be made through
            the terms of a written employment agreement entered into between a
            Member and the Executive Committee.

     5.09   (a)  Any person claiming a benefit, requesting an interpretation or
                 ruling under the Plan, or requesting information under the Plan
                 shall present the request in writing to the Committee which
                 shall respond in writing as soon as practicable.

            (b)  If the claim or request is denied, the written notice of denial
                 shall state:

                 (i)    The reasons for denial, with specific reference to the
                        Plan provisions on which the denial is based.

                 (ii)   A description of any additional material or information
                        required and an explanation of why it is necessary.

                 (iii)  An explanation of the Plan's claim review procedure.


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            (c)  Any person whose claim or request is denied or who has not
                 received a response within thirty (30) days may request review
                 by notice given in writing to the Committee. The claim or
                 request shall be reviewed by the Committee who may, but shall
                 not be required to, grant the claimant a hearing. On review,
                 the claimant may have representation, examine pertinent
                 documents, and submit issues and comments in writing.

            (d)  The decision on review shall normally be made within sixty (60)
                 days. If an extension of time is required for a hearing or
                 other special circumstances, the claimant shall be notified and
                 the time limit shall be one hundred twenty (120) days. The
                 decision shall be in writing and shall state the reasons and
                 the relevant Plan provisions. All decisions on review shall be
                 final and bind all parties concerned.

            (e)  In the event a Member's claim for supplemental benefits under
                 this Plan is denied and the Member successfully appeals the
                 denial of such claim under the foregoing procedures, the
                 Company shall pay or reimburse the legal fees and expenses
                 directly incurred by the Member in connection with his appeal
                 subject to a maximum payment or reimbursement of one-third of
                 the Actuarial Equivalent Present Value of the supplemental
                 benefits to which the Member is entitled. For purposes of the
                 preceding sentence, actuarial equivalence shall be determined
                 using the Present Value Factors. Any such legal fees and
                 expenses shall be paid by the Company to, or on behalf of, the
                 Member no later than thirty (30) days following the Member's
                 written request for the payment of such legal fees and
                 expenses, provided the Member supplies the Committee with
                 evidence of the fees and expenses incurred by the Member that
                 the Committee, in its sole discretion, determines is
                 sufficient.

            (f)  Further, in the event a Member's claim for supplemental
                 benefits under this Plan is denied and the Member successfully
                 appeals the denial of such claim under the foregoing
                 procedures, the Company shall pay to the Member interest on the
                 portion of the Member's supplemental benefits that were not
                 otherwise paid when due because of the initial denial of the
                 claim. For purposes of the preceding sentence, interest shall
                 accrue at an annual rate equal to the prime rate as quoted in
                 the Wall Street Journal as of the date the supplemental
                 benefits would otherwise have been paid if the claim had not
                 initially been denied, plus five percent (5%), and shall be
                 adjusted as necessary to reflect any partial payment or
                 payments of the amounts owed to the Member.


As Amended Through December 13, 1999

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