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                               Varlen Corporation

                                  ------------

                               VARLEN CORPORATION
                               PROFIT SHARING AND
                             RETIREMENT SAVINGS PLAN

                                  ------------

                   As Amended and Restated Generally Effective

                                   May 1, 1999

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Varlen Corporation Profit Sharing and Retirement Savings Plan
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Varlen Corporation established the Varlen Corporation Profit Sharing and
Retirement Savings Plan (the "Plan") for the benefit of eligible employees of
the Company and its participating affiliates. The Plan is intended to constitute
a qualified profit sharing plan, as described in Code Section 401(a), which
includes a qualified cash or deferred arrangement, as described in Code Section
401(k).

Varlen Corporation originally established the Varlen Corporation Retirement
Security and Savings Plan and Trust effective as of January 1, 1986. Effective
December 1, 1992, the Varlen Corporation Retirement Security and Savings Plan
and Trust, the National Metalwares Profit Sharing Plan and Trust, the Precision
Scientific 401(k) Tax Deferred Savings Plan, the Precision Scientific Profit
Sharing Plan and the Consolidated Metco Profit Sharing and Retirement Savings
Plan were amended and restated into the Varlen Corporation Profit Sharing and
Retirement Savings Plan and the Varlen Corporation Profit Sharing and Retirement
Savings Trust. The Plan was subsequently amended and restated effective August
1, 1993 and July 1, 1994. Effective May 1, 1999, the Brenco Supplemental Pension
Plan was merged into the Plan.

The Varlen Corporation Profit Sharing and Retirement Savings Plan, as set forth
in this document, is hereby generally effective as amended and restated as of
May 1, 1999, except to the extent provided herein or to the extent that failure
to retroactively make any provision effective prior to May 1, 1999 would result
in the Varlen Corporation Profit Sharing and Retirement Savings Plan (as it
existed prior to May 1, 1999) containing a disqualifying provision, as defined
in Treas. Reg. ss.1.401(b)-1(b)(2) (as modified by Rev. Proc. 89-65, Notice
90-73 and any other subsequent publication modifying the term "disqualifying
provision"), in which case such provision (and any definitions pertinent to the
application of such provision) shall be retroactively effective to a date which
will result in no such disqualifying provision in the Plan prior to May 1, 1999.

(C) Katten Muchin & Zavis 1999
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Table of Contents
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                                                                      Page

ARTICLE I..............................................................  1

      Definitions......................................................  1
      1.1      "Accounting Period".....................................  1
      1.2      "Accounts"..............................................  1
      1.3      "Accrued Benefit".......................................  3
      1.4      "Appendix"..............................................  3
      1.5      "Authorized Leave of Absence"...........................  3
      1.6      "Beneficiary"...........................................  4
      1.7      "Board of Directors" or "Board".........................  4
      1.8      "Break in Service"......................................  4
      1.9      "Change Date"...........................................  4
      1.10     "Committee".............................................  4
      1.11     "Commonly Controlled Entity"............................  4
      1.12     "Company"...............................................  5
      1.13     "Company Stock".........................................  5
      1.14     "Compensation"..........................................  5
      1.15     "Computation Period"....................................  6
      1.16     "Continuous Service"....................................  6
      1.17     "Contributions".........................................  6
      1.18     "Contribution Dollar Limit".............................  6
      1.19     "Contribution Election" or "Election"...................  7
      1.20     "Contribution Percentage"...............................  7
      1.21     "Conversion Election"...................................  7
      1.22     "Custodial Agreement"...................................  7
      1.23     "Custodian".............................................  7
      1.24     "Direct Rollover".......................................  7
      1.25     "Disability" or "Disabled"..............................  7
      1.26     "Distributee"...........................................  7
      1.27     "Effective Date"........................................  7
      1.28     "Elective Deferral".....................................  8
      1.29     "Eligible Employee".....................................  8
      1.30     "Eligible Retirement Plan"..............................  8
      1.31     "Eligible Rollover Distribution"........................  8
      1.32     "Employee"..............................................  8
      1.33     "Employer"..............................................  9
      1.34     "Employment Date".......................................  9
      1.35     "ERISA".................................................  9
      1.36     "Fair Market Value".....................................  9
      1.37     "Forfeiture"............................................  9
      1.38     "Forfeiture Account"....................................  9
      1.39     "Highly Compensated Eligible Employee" or "HCE".........  9


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                                                                      Page

      1.40     "Hour of Service"....................................... 10
      1.41     "Internal Revenue Code" or "Code"....................... 11
      1.42     "Investment Election"................................... 11
      1.43     "Investment Fund" or "Fund"............................. 11
      1.44     "Limited Deferrals"..................................... 11
      1.45     "Maternity/Paternity Absence"........................... 11
      1.46     "Named Fiduciary"....................................... 11
      1.47     "Non-Highly Compensated Employee" or "NHCE"............. 12
      1.48     "Normal Retirement Date"................................ 12
      1.49     "Notice Date"........................................... 12
      1.50     "Participant"........................................... 12
      1.51     "Payment Date".......................................... 12
      1.52     "Period of Severance"................................... 12
      1.53     "Plan".................................................. 13
      1.54     "Plan Year"............................................. 13
      1.55     "QDRO".................................................. 13
      1.56     "Qualified Matching Contribution"....................... 13
      1.57     "Related Plan".......................................... 13
      1.58     "Rollover Contribution"................................. 13
      1.59     "Settlement Date"....................................... 13
      1.60     "Spousal Consent"....................................... 13
      1.61     "Spouse"................................................ 14
      1.62     "Sweep Date"............................................ 14
      1.63     "Termination of Employment"............................. 14
      1.64     "Trade Date"............................................ 15
      1.65     "Trust"................................................. 15
      1.66     "Trust Agreement"....................................... 15
      1.67     "Trust Fund"............................................ 15
      1.68     "Trustee"............................................... 15
      1.69     "Trustee Transfer"...................................... 15
      1.70     "Valuation Date"........................................ 15
      1.71     "Vesting Service"....................................... 15
      1.72     "Year of Service"....................................... 16

ARTICLE II............................................................. 17

      Participation.................................................... 17
      2.1      Eligibility............................................. 17
      2.2      Reemployment............................................ 17
      2.3      Participation Upon Change of Job Status................. 17

ARTICLE III............................................................ 18


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Table of Contents
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                                                                      Page

      Participant Contributions........................................ 18
      3.1      Pre-Tax Contribution Election........................... 18
      3.2      Election Procedures..................................... 18
      3.3      Limitation of Elective Deferrals for all Participants... 19

ARTICLE IV............................................................. 21

      Employer Contributions and Allocations........................... 21
      4.1      Pre-Tax Contributions................................... 21
      4.2      Matching Contributions.................................. 21
      4.3      Special Contributions................................... 22
      4.4      Profit Sharing Contributions............................ 22
      4.5      Miscellaneous........................................... 23

ARTICLE V.............................................................. 25

      Rollovers........................................................ 25
      5.1      Rollovers............................................... 25

ARTICLE VI............................................................. 26

      Accounting for Participants' Accounts and
      for Investment Funds............................................. 26
      6.1      Individual Participant Accounting....................... 26
      6.2      Accounting for Investment Funds......................... 27
      6.3      Accounts for QDRO Beneficiaries......................... 28
      6.4      Special Accounting During Conversion Period............. 29
      6.5      Accounting for Merging Brenco Supplemental Pension
               Plan Account Balances................................... 29

ARTICLE VII............................................................ 30

      Investment Funds and Elections................................... 30
      7.1      Investment Funds........................................ 30
      7.2      Investment of Contributions............................. 30
      7.3      Investment of Accounts.................................. 31
      7.4      Establishment of Investment Funds....................... 31
      7.5      Transition Rules........................................ 32
      7.6      Investment of Brenco Supplemental Pension Plan
               Account Balances........................................ 32

ARTICLE VIII........................................................... 33


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Table of Contents
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                                                                      Page

      Vesting and Forfeitures.......................................... 33
      8.1      Fully Vested Contribution Accounts...................... 33
      8.2      Vesting; Payment of Accrued Benefit On or After
               Retirement or Disability................................ 33
      8.3      Vesting Schedule and Forfeitures........................ 33
      8.4      Forfeitures............................................. 34
      8.5      Forfeiture Account...................................... 35

ARTICLE IX............................................................. 36

      Participant Loans................................................ 36
      9.1      Participant Loans Permitted............................. 36
      9.2      Loan Funding Limits..................................... 36
      9.3      Maximum Number of Loans................................. 37
      9.4      Source of Loan Funding.................................. 37
      9.5      Interest Rate........................................... 37
      9.6      Repayment............................................... 37
      9.7      Repayment Hierarchy..................................... 37
      9.8      Loan Application, Note and Security..................... 37
      9.9      Default, Suspension and Acceleration.................... 38

ARTICLE X.............................................................. 39

      In-Service Withdrawals........................................... 39
      10.1     Withdrawals for 401(k) Hardship......................... 39
      10.2     Rollover Account Withdrawals............................ 41
      10.3     Withdrawals for Participants over Age 59?............... 41
      10.4     Withdrawal Processing................................... 42

ARTICLE XI............................................................. 43

      Distributions On and After Termination of Employment............. 43
      11.1     Request for Distribution of Benefits.................... 43
      11.2     Deadline for Distribution............................... 44
      11.3     Payment Form and Medium................................. 44
      11.4     Small Amounts Paid Immediately.......................... 44
      11.5     Payment Within Life Expectancy.......................... 45
      11.6     Incidental Benefit Rule................................. 45
      11.7     QJSA and QPSA Information and Elections................. 45
      11.8     Continued Payment of Amounts in Payment Status on
               January 1, 1992......................................... 47
      11.9     TEFRA Transitional Rule................................. 47
      11.10    Direct Rollover......................................... 48


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                                                                      Page

ARTICLE XII............................................................ 49

      Distribution of Accrued Benefits On Death........................ 49
      12.1     Payment to Beneficiary.................................. 49
      12.2     Beneficiary Designation................................. 49
      12.3     Benefit Election........................................ 49
      12.4     Payment Form............................................ 50
      12.5     Time Limit for Payment to Beneficiary................... 50
      12.6     Direct Rollover......................................... 51
      12.7     QPSA Information and Election........................... 51
      12.8     Small Amounts Paid Immediately.......................... 51

ARTICLE XIII........................................................... 52

      Maximum Contributions............................................ 52
      13.1     Definitions............................................. 52
      13.2     Avoiding an Annual Excess............................... 53
      13.3     Correcting an Annual Excess............................. 53
      13.4     Correcting a Multiple Plan Excess....................... 54
      13.5     Two-Plan Limit.......................................... 54
      13.6     Short Plan Year......................................... 55
      13.7     Grandfathering of Applicable Limitations................ 55

ARTICLE XIV............................................................ 56

      ADP and ACP Tests................................................ 56
      14.1     Contribution Limitation Definitions..................... 56
      14.2     ADP and ACP Tests....................................... 57
      14.3     Correction of ADP and ACP Tests......................... 58
      14.4     Method of Calculation................................... 58
      14.5     Multiple Use Test....................................... 59
      14.6     Adjustment for Investment Gain or Loss.................. 59
      14.7     Required Records........................................ 60
      14.8     Incorporation by Reference.............................. 60
      14.9     Collectively Bargained Employees........................ 60
      14.10    QSLOB................................................... 60

ARTICLE XV............................................................. 62

      Custodial Arrangements........................................... 62
      15.1     Custodial Agreement..................................... 62
      15.2     Selection of Custodian.................................. 62


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Table of Contents
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                                                                      Page

      15.3     Custodian's Duties...................................... 62
      15.4     Separate Entity......................................... 62
      15.5     Plan Asset Valuation.................................... 63
      15.6     Right of Employers to Plan Assets....................... 63

ARTICLE XVI............................................................ 64

      Administration and Investment Management......................... 64
      16.1     Authority and Responsibility of the Board of
               Directors............................................... 64
      16.2     Committee Membership.................................... 64
      16.3     Committee Structure..................................... 64
      16.4     Committee Actions....................................... 64
      16.5     Compensation............................................ 65
      16.6     Responsibility and Authority of the Committee
               Regarding Administration of the Plan.................... 65
      16.7     Allocations and Delegations of Responsibility........... 66
      16.8     Committee Bonding....................................... 66
      16.9     Information to be Supplied by Employer.................. 67
      16.10    Records................................................. 67
      16.11    Plan Expenses........................................... 67
      16.12    Fiduciary Capacity...................................... 67
      16.13    Employer's Agent........................................ 67
      16.14    Plan Administrator...................................... 67
      16.15    Appointment of Record-Keeper............................ 67
      16.16    Plan Administrator Duties and Authority................. 68
      16.17    Committee Decisions Final............................... 70

ARTICLE XVII........................................................... 71

      Claims Procedure................................................. 71
      17.1     Initial Claim for Benefits.............................. 71
      17.2     Review of Claim Denial.................................. 71

ARTICLE XVIII.......................................................... 73

      Adoption and Withdrawal From Plan................................ 73
      18.1     Procedure for Adoption.................................. 73
      18.2     Procedure for Withdrawal................................ 73

ARTICLE XIX............................................................ 74

      Amendment, Termination and Merger................................ 74
      19.1     Amendments.............................................. 74


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Table of Contents
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                                                                      Page

      19.2     Plan Termination........................................ 76
      19.3     Plan Merger............................................. 76

ARTICLE XX............................................................. 77

      Special Top-Heavy Rules.......................................... 77
      20.1     Application............................................. 77
      20.2     Special Terms........................................... 77
      20.3     Minimum Contribution.................................... 81
      20.4     Maximum Benefit Accrual................................. 81

ARTICLE XXI............................................................ 83

      Miscellaneous Provisions......................................... 83
      21.1     Assignment and Alienation............................... 83
      21.2     Protected Benefits...................................... 83
      21.3     Plan Does Not Affect Employment Rights.................. 83
      21.4     Deduction of Taxes from Amounts Payable................. 83
      21.5     Facility of Payment..................................... 83
      21.6     Source of Benefits...................................... 84
      21.7     Indemnification......................................... 84
      21.8     Reduction for Overpayment............................... 84
      21.9     Limitation on Liability................................. 84
      21.10    Company Merger.......................................... 84
      21.11    Employees' Trust........................................ 85
      21.12    Gender and Number....................................... 85
      21.13    Invalidity of Certain Provisions........................ 85
      21.14    Headings................................................ 85
      21.15    Uniform and Nondiscriminatory Treatment................. 85
      21.16    Law Governing........................................... 85
      21.17    Notice and Information Requirements..................... 85
      21.18    Qualified Military Service.............................. 85


                                    - vii -
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ARTICLE I
--------------------------------------------------------------------------------

                                   DEFINITIONS

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

      1.1 "Accounting Period" means the periods designated by the Committee with
respect to each Investment Fund not to exceed one year in duration.

      1.2 "Accounts" means the record of a Participant's interest in the Plan's
assets represented by his or her:

            (a) "Matching Account" which means a Participant's interest in the
      Plan's assets composed of Matching Contributions allocated on or after May
      1, 1999 to the Participant under the Plan, the amount allocated under
      former provisions of the Varlen Corporation Profit Sharing and Retirement
      Savings Plan or former provisions of the National Metalwares Profit
      Sharing Plan and Trust, the Precision Scientific 401(k) Tax Deferred
      Savings Plan, the Precision Scientific Profit Sharing Plan, the Means
      Stamping Industries, Inc. Retirement Plan, the Consolidated Metco Profit
      Sharing and Retirement Savings Plan or the Brenco Supplemental Pension
      Plan prior to May 1, 1999, if any (as identified by the Committee), which
      continue to be accounted for under the Plan, plus all income and gains
      credited to, and minus all losses, expenses, withdrawals and distributions
      charged to, such Account.

            (b) "Employer Account" which means a Participant's interest in the
      Plan's assets composed of Profit Sharing Contributions allocated on or
      after May 1, 1999 to the Participant under the Plan, the amount allocated
      under the former provisions of the Varlen Corporation Profit Sharing and
      Retirement Savings Plan or the former provisions of the National
      Metalwares Profit Sharing Plan and Trust, the Precision Scientific 401(k)
      Tax Deferred Savings Plan, the Precision Scientific Profit Sharing Plan,
      the Means Stamping Industries, Inc. Retirement Plan, the Consolidated
      Metco Profit Sharing and Retirement Savings Plan prior to May 1, 1999 or,
      with respect to the Brenco Supplemental Pension Plan, profit sharing
      contributions made for plan years beginning on or after January 1, 1999
      but prior to May 1, 1999, if any (as identified by the Committee), which
      continue to be accounted for under the Plan, plus all income and gains
      credited to, and minus all losses, expenses, withdrawals and distributions
      charged to, such Account.


                                     - 1 -
<PAGE>

            (c) "Post-Tax Account" which means a Participant's interest in the
      Plan's assets composed of post-tax contributions allocated under the
      former provisions of the Varlen Corporation Profit Sharing and Retirement
      Savings Plan or under the former provisions of the National Metalwares
      Profit Sharing Plan and Trust, the Precision Scientific 401(k) Tax
      Deferred Savings Plan, the Precision Scientific Profit Sharing Plan, the
      Means Stamping Industries, Inc. Retirement Plan, the Consolidated Metco
      Profit Sharing and Retirement Savings Plan or the Brenco Supplemental
      Pension Plan prior to May 1, 1999, if any (as identified by the
      Committee), which continue to be accounted for under the Plan, plus all
      income and gains credited to, and minus all losses, expenses, withdrawals
      and distributions charged to, such Account.

            (d) "Pre-Tax Account" which means a Participant's interest in the
      Plan's assets composed of Pre-Tax Contributions allocated on or after May
      1, 1999 to the Participant under the Plan, the amount allocated under the
      former provisions of the Varlen Corporation Profit Sharing and Retirement
      Savings Plan or the former provisions of the National Metalwares Profit
      Sharing Plan and Trust, the Precision Scientific 401(k) Tax Deferred
      Savings Plan, the Precision Scientific Profit Sharing Plan, the Means
      Stamping Industries, Inc. Retirement Plan, the Consolidated Metco Profit
      Sharing and Retirement Savings Plan or the Brenco Supplemental Pension
      Plan prior to May 1, 1999, if any (as identified by the Committee), which
      continue to be accounted for under the Plan, plus all income and gains
      credited to, and minus all losses, expenses, withdrawals and distributions
      charged to, such Account.

            (e) "Rollover Account" which means a Participant's interest in the
      Plan's assets composed of Rollover Contributions allocated on or after May
      1, 1999 to the Participant under the Plan, the amount allocated under the
      former provisions of the Varlen Corporation Profit Sharing and Retirement
      Savings Plan or the former provisions of the National Metalwares Profit
      Sharing Plan and Trust, the Precision Scientific 401(k) Tax Deferred
      Savings Plan, the Precision Scientific Profit Sharing Plan, the Means
      Stamping Industries, Inc. Retirement Plan, the Consolidated Metco Profit
      Sharing and Retirement Savings Plan or the Brenco Supplemental Pension
      Plan prior to May 1, 1999, if any (as identified by the Committee), which
      continue to be accounted for under the Plan, plus all income and gains
      credited to, and minus all losses, expenses, withdrawals and distributions
      charged to, such Account.

            (f) "Special Account" which means a Participant's interest in the
      Plan's assets composed of Special Contributions allocated on or after May
      1, 1999 to the Participant under the Plan, the amount allocated under the
      former provisions of the Varlen Corporation Profit Sharing and Retirement
      Savings Plan or the former provisions of the National Metalwares Profit
      Sharing Plan


                                     - 2 -
<PAGE>

      and Trust, the Precision Scientific 401(k) Tax Deferred Savings Plan, the
      Precision Scientific Profit Sharing Plan, the Means Stamping Industries,
      Inc. Retirement Plan, the Consolidated Metco Profit Sharing and Retirement
      Savings Plan or the Brenco Supplemental Pension Plan prior to May 1, 1999,
      if any (as identified by the Committee), which continue to be accounted
      for under the Plan, plus all income and gains credited to, and minus all
      losses, expenses, withdrawals and distributions charged to, such Account.

            (g) "Brenco Money Purchase Pension Account" which means a
      Participant's interest in the Plan's assets composed of an amount
      previously contributed and allocated on a pay based formula under former
      money purchase plan provisions which were accounted for under the Brenco
      Supplemental Pension Plan, if any (as identified by the Committee), which
      continue to be accounted for under the Plan, plus all income and gains
      credited to, and minus all losses, expenses, withdrawals and distributions
      charged to, such Account. Amounts in the Pension Account shall be
      restricted such that no withdrawals shall be permitted prior to the
      Participant's Termination of Employment.

            (h) "Brenco Employer Account" which means a Participant's interest
      in the Plan's assets composed of pay-based employer contributions made
      under the Brenco Supplemental Pension Plan prior to January 1, 1999, if
      any (as identified by the Committee), which continue to be accounted for
      under the Plan, plus all income and gains credited to, and minus all
      losses, expenses, withdrawals and distributions charged to, such Account.

            (i) "Brenco Retirement Account" which means a Participant's interest
      in the Plan's assets composed of amounts previously transferred from the
      Brenco Retirement Plan No. 2 to the Brenco Supplemental Pension Plan, if
      any (as identified by the Committee), which continue to be accounted for
      under the Plan, plus all income and gains credited to, and minus all
      losses, expenses, withdrawals and distributions charged to, such Account.

      1.3 "Accrued Benefit" means the shares held in or posted to Accounts on
the Settlement Date.

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

      1.5 "Authorized Leave of Absence" means an absence, with or without
Compensation, authorized on a nondiscriminatory basis by a Commonly Controlled


                                     - 3 -
<PAGE>

Entity under its standard personnel practices applicable to the Employee,
including any period of time during which such person is covered by a short-term
disability plan of his or her Employer. An Employee who leaves the service of a
Commonly Controlled Entity to enter the Armed Forces of the United States of
America and who reenters the service of the Commonly Controlled Entity with
reemployment rights under any statute granting reemployment rights to persons in
the Armed Forces shall be deemed to have been on an Authorized Leave of Absence.
The date that an Employee's Authorized Leave of Absence ends shall be determined
in accordance with the personnel policies of such Commonly Controlled Entity,
which ending date shall be no earlier than the date that the Authorized Leave of
Absence is scheduled to end, unless the Employee communicates to such Commonly
Controlled Entity that he or she is to have a Termination of Employment as of an
earlier date.

      1.6 "Beneficiary" means any person designated by a Participant to receive
any benefits which shall be payable with respect to the death of a Participant
under the Plan or as a result of a QDRO.

      1.7 "Board of Directors" or "Board" means the board of directors of the
Company.

      1.8 "Break in Service" means:

      (a) with respect to Continuous Service, the fifth anniversary (or sixth
anniversary if absence from employment was due to a Maternity/Paternity Absence)
of the date of the Participant's termination of employment; and

      (b) with respect to Computation Periods, the end of 5 consecutive
Computation Periods (or 6 consecutive Computation Periods if absence from
employment was due to a Maternity/Paternity Absence) for which a Participant is
credited with less than 501 Hours of Service.

      1.9 "Change Date" means the one or more dates during the Plan Year
designated by the Committee as the dates available for implementing or changing
a Participant's Contribution Election.

      1.10 "Committee" means the committee appointed pursuant to the terms of
the Plan to manage and control the operation and administration of the Plan.

      1.11 "Commonly Controlled Entity" means (1) an Employer and any
corporation, trade or business, but only for so long as it and the Employer are
members of a controlled group of corporations as defined in Section 414(b) of
the Code or under common control as defined in Section 414(c) of the Code;
provided, however, that solely for purposes of the limitations of Code Section
415, the


                                     - 4 -
<PAGE>

standard of control under Sections 414(b) and 414(c) of the Code shall be deemed
to be "more than 50%" rather than "at least 80%," (2) an Employer and an
organization, but only for so long as it and the Employer are, on and after the
Effective Date, members of an affiliated service group as defined in Section
414(m) of the Code, (3) an Employer and an organization, but only for so long as
the employees of it and the Employer are required to be aggregated, on and after
the Effective Date, under Section 414(o) of the Code, or (4) any other
organization designated as such by the Committee.

      1.12 "Company" means Varlen Corporation or any successor corporation by
merger, consolidation, purchase, or otherwise, which elects to adopt the Plan
and the Trust.

      1.13 "Company Stock" means common stock issued by Varlen Corporation.

      1.14 "Compensation" means an Eligible Employee's:

            (a) wages, salaries and all other amounts required to be reported on
      an Eligible Employee's Form W-2 under Sections 6041(d), 6051(a)(3) and
      6052 of the Code and which are received by an Eligible Employee from the
      Employer for services rendered in the course of employment with the
      Employer (including but not limited to overtime, shift differential,
      commissions and bonuses), but specifically excluding reimbursements or
      other expense allowances, fringe benefits (cash and non-cash), moving
      expenses, deferred compensation and welfare benefits; and

            (b) elective amounts excludeable from gross income under Code
      Sections 125 and 402(e)(3)).

      In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding
twelve (12) months, over which Compensation is determined (determination period)
beginning in such calendar year. If a determination period consists of fewer
than twelve (12) months, the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.


                                     - 5 -
<PAGE>

      For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under section 401(a)(17) of the Code shall mean the
OBRA '93 annual compensation limit set forth in this provision.

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

      1.15 "Computation Period" means with respect to Vesting Service and any
Break in Service with respect to Vesting Service, the twelve (12) consecutive
month period commencing with the Employee's Employment Date and anniversaries of
his Employment Date (or if Vesting Service is disregarded due to the occurrence
of a Break in Service, the Employment Date thereafter).

      1.16 "Continuous Service" means the sum of the years (and fractions of
years) measured from an Employee's Employment Date to his or her date of
Termination of Employment first to occur after his or her Employment Date;
provided, that if an Employee has a Period of Severance of less than twelve (12)
consecutive months after a Termination of Employment, such Termination of
Employment shall be disregarded and such Employee's Continuous Service shall
include such period when he or she is not employed by a Commonly Controlled
Entity.

      1.17 "Contributions" means amounts contributed to the Plan by the Employer
on behalf of a Participant. Specific types of contributions include:

            (a)   "Matching". An amount contributed by the Employer based upon
                  the amount contributed by the eligible Participant.

            (b)   "Pre-Tax". An amount contributed on a pre-tax basis in
                  conjunction with a Participant's Code Section 401(k) salary
                  deferral agreement.

            (c)   "Profit Sharing". An amount contributed by the Employer as a
                  discretionary profit sharing contribution.

            (d)   "Special". An amount contributed by the Employer to avoid
                  prohibited discrimination under Section 401(a)(4) of the Code.

      1.18 "Contribution Dollar Limit" means the annual limit imposed on each
Participant pursuant to Section 402(g) of the Code, which shall be seven
thousand


                                     - 6 -
<PAGE>

dollars ($7,000) per calendar year (as indexed for cost of living adjustments
pursuant to Code Section 402(g)(5) and 415(d)).

      1.19 "Contribution Election" or "Election" means the election made by a
Participant to reduce his or her Compensation by an amount equal to the product
of his or her Contribution Percentage and such Compensation subject to the
Contribution Election.

      1.20 "Contribution Percentage" means the percentage of a Participant's
Compensation which is to be contributed to the Plan by his or her Employer as a
Contribution.

      1.21 "Conversion Election" means an election by a Participant to change
the investment of all or some specified portion of such Participant's Accounts
by voice response to the telephone number provided by the Named Fiduciary to
whom it is spoken, or on such form that may be required by the Named Fiduciary
to whom it is delivered. No Conversion Election shall be deemed to have been
given to the Named Fiduciary unless it is complete and delivered in accordance
with the procedures established by such Named Fiduciary for this purpose.

      1.22 "Custodial Agreement" means the Trust Agreement or an insurance
contract to provide for the holding of the assets of the Plan.

      1.23 "Custodian" means the Trustee or an insurance company if the contract
issued by such company is not held by the Trustee.

      1.24 "Direct Rollover" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

      1.25 "Disability" or "Disabled" means permanent and total disability
within the meaning of Section 22(e)(3) of the Code.

      1.26 "Distributee" includes an Employee or former Employee. In addition,
the Employee's or former Employee's surviving Spouse and the Employee's or
former Employee's Spouse or former Spouse who is the alternate payee under a
QDRO are Distributees with regard to the interest of the Spouse or former
Spouse.

      1.27 "Effective Date" means May 1, 1999, the date upon which the
provisions of this document become effective. In general, the provisions of this
document only apply to Participants who are Employees on or after the Effective
Date. However, investment and distribution provisions apply to all Participants
with Account balances to be invested or distributed after the Effective Date.


                                     - 7 -
<PAGE>

      1.28 "Elective Deferral" means amounts subject to the Contribution Dollar
Limit.

      1.29 "Eligible Employee" means any Employee (including an Employee on an
Authorized Leave of Absence) of an Employer on and after the Effective Date of
the adoption of this Plan by the Employer, excluding any Employee:

            (a) who is a member of a group of Employees represented by a
      collective bargaining representative, unless a currently effective
      collective bargaining agreement between his or her Employer and the
      collective bargaining representative of the group of Employees of which he
      or she is a member provides for coverage by the Plan or is included in
      Appendix B; and

            (b) who is considered an Employee solely because of the application
      of Section 414(n) of the Code.

      1.30 "Eligible Retirement Plan" means an individual retirement account
described in section 408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan described in section
403(a) of the Code, or a qualified trust described in section 401(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan is an individual retirement account or individual
retirement annuity.

      1.31 "Eligible Rollover Distribution" means any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more; any distribution to
the extent such distribution is required under section 401(a)(9) of the Code;
the portion any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities); and, on and after January 1, 1999, any distribution made
pursuant to Section 10.1.

      1.32 "Employee" means any person who rendered services as a common law
employee to a Commonly Controlled Entity or is on an Authorized Leave of
Absence, including the period of time before which the trade or business became
a Commonly Controlled Entity, but excluding the period of time after which it
ceases to be a Commonly Controlled Entity. Any individual considered an Employee
of a Commonly Controlled Entity under Section 414(n) of the Code shall be deemed
employed by the Commonly Controlled Entity for which the individual performed


                                     - 8 -
<PAGE>

services.

      1.33 "Employer" means the Company and any Commonly Controlled Entity which
has adopted the Plan; provided, that an entity will cease to be an Employer when
it ceases to be a Commonly Controlled Entity.

      1.34 "Employment Date" means the day an Employee first earns an Hour of
Service; provided, however, with respect to an Employee who incurs a Period of
Severance on or after December 1, 1992 of twelve (12) consecutive months or
more, the Employment Date for such Employee shall be adjusted forward in time by
a period of days equal to the number of days in the Period of Severance.

      1.35 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended. Reference to any specific section shall include such section, any valid
regulation promulgated thereunder, and any comparable provision of any future
legislation amending, supplementing or superseding such section.

      1.36 "Fair Market Value" means:

            (a) with respect to a security for which there is a generally
      recognized market, the price of the security prevailing on a national
      securities exchange which is registered under Section 6 of the Securities
      Act of 1934;

            (b) unless determined otherwise by the Committee, with respect to
      any guaranteed income contract, the value reported by the issuing company
      or bank;

            (c) with respect to a Participant loan, the unpaid principal and
      accrued interest; and

            (d) for any other asset, the fair market value of the asset, as
      determined in good faith by the Trustee or the Committee in accordance
      with regulations promulgated under Section 3(18) of ERISA.

      1.37 "Forfeiture" means the portion of the Participant's Accrued Benefit
which is forfeited pursuant to the terms of the Plan.

      1.38 "Forfeiture Account" means an account holding amounts forfeited by
Participants.

      1.39 "Highly Compensated Eligible Employee" or "HCE" means, effective
January 1, 1997, a highly compensated active employee or highly compensated
former employee.


                                     - 9 -
<PAGE>

      A highly compensated employee means each Employee who received
Compensation from the Employer in excess of $80,000 (as adjusted annually by the
Commissioner of the Internal Revenue Service for increases in the cost-of-living
in accordance with Section 414(q) of the Code) during the look-back year and, if
the Employer so elects, was among the top-paid group of Employees during the
look-back year. The term highly compensated employee also includes Employees who
are five percent (5%) owners (as defined in Section 414(a)(2) of the Code) at
any time during the look-back year or determination year.

      For this purpose, the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.

      An Employee is in the top-paid group of Employees for a year if such
Employee is in the group consisting of the top-paid twenty percent (20%) of the
Employees when ranked on the basis of Compensation paid during such year.

      The determination of who is a Highly Compensated Employee, including the
determination of the number and identity of Employees in the top-paid group and
the Compensation considered, will be made in accordance with Section 414(q) of
the Code and the regulations thereunder.

      1.40 "Hour of Service" means each hour for which an Employee is directly
or indirectly paid or entitled to payment by a Commonly Controlled Entity for
the performance of duties and each hour for which an Employee is entitled to:

            (a) payment for the performance of duties for any Commonly
      Controlled Entity;

            (b) payment from any Commonly Controlled Entity for any period
      during which no duties are performed (irrespective of whether the
      employment relationship has terminated) due to vacation, holiday,
      sickness, incapacity (including disability), layoff, leave of absence,
      jury duty or military service;

            (c) back pay, irrespective of mitigation of damages, by award or
      agreement with any Commonly Controlled Company (and these hours shall be
      credited to the period to which the agreement pertains); or

            (d) no payment, but is on an Authorized Leave of Absence (and these
      hours shall be based upon his or her normally scheduled hours per week or
      a 40 hour week if there is no regular schedule).

The crediting of hours shall be made in accordance with Department of Labor


                                     - 10 -
<PAGE>

regulation section 2530.200b-2 and 3. Actual hours shall be used whenever an
accurate record of hours are maintained for an Employee.

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

      1.42 "Investment Election" means an election by which a Participant
directs the investment of his or her Contributions by voice response to the
telephone number provided by the Named Fiduciary to whom it is spoken, or on
such form that may be required by the Named Fiduciary to whom it is delivered.
No Investment Election shall be deemed to have been given to the Named Fiduciary
unless it is complete and delivered in accordance with the procedures
established by such Named Fiduciary for this purpose.

      1.43 "Investment Fund" or "Fund" means one or more collective investment
funds, a pool of assets, or deposits with the Custodian, a mutual fund,
insurance contract, or managed pool of assets. The Investment Funds authorized
by the Committee are listed in Appendix A.

      1.44 "Limited Deferrals" means Elective Deferrals subject to the limits of
Code Section 401(a)(30).

      1.45 "Maternity/Paternity Absence" means a paid or unpaid and unapproved
absence from employment with a Commonly Controlled Entity (1) by reason of the
pregnancy of the Employee; (2) by reason of the birth of a child of the
Employee; (3) by reason of the placement of a child under age eighteen (18) in
connection with the adoption of such child by the Employee (including a trial
period prior to adoption); and (4) for the purpose of caring for a child of the
Employee immediately following the birth or adoption of such child. The Employee
must prove to the satisfaction of the Committee or its agent that the absence
meets the above requirements and must supply information concerning the length
of the absence unless the Committee has access to relevant information without
the Employee submitting it.

      1.46 "Named Fiduciary" means:

            (a) with respect to the management and control of the Plan's
      administration and operation over which each has discretionary authority,
      the Committee;

            (b) with respect to the implementation of a Participant's or


                                     - 11 -
<PAGE>

      Beneficiary's Investment Election or Conversion Election, the Committee or
      other such person appointed under the terms of the Trust Agreement.

      1.47 "Non-Highly Compensated Employee" or "NHCE" means an Employee who is
not an HCE.

      1.48 "Normal Retirement Date" means the date a Participant attains
sixty-five (65) years of age; provided that, with respect to a Participant who
was a participant in the Brenco Supplemental Pension Plan prior to May 1, 1999,
Normal Retirement Date shall mean the date the Participant attains age sixty-two
(62) years of age.

      1.49 "Notice Date" means the date established by the Committee as the
deadline for it to receive notification with respect to an administrative matter
in order to be processed as of a Change Date designated by the Committee.

      1.50 "Participant" means an Eligible Employee who begins to participate in
the Plan after completing the eligibility requirements. A Participant's
participation continues until his or her Termination of Employment and his or
her Accrued Benefit is distributed or forfeited.

      1.51 "Payment Date" means the date on or after the Settlement Date on
which a Participant's Accrued Benefit is distributed or commences to be
distributed, which date shall be at least the minimum number of days required by
law, if any, after the date the Participant has received any notice required by
law, if any.

            If a distribution is one to which Sections 401(a)(11) and 417 of the
Internal Revenue Code do not apply, such distribution may commence less than 30
days after the notice required under Section 1.41(a)-11(c) of the Income Tax
Regulations is given, provided that:

            (a) the plan administrator clearly informs the Participant that the
      Participant has a right to a period of at least thirty (30) days after
      receiving the notice to consider the decision of whether or not to elect a
      distribution (and, if applicable, a particular distribution option), and

            (b) the Participant, after receiving the notice, affirmatively
      elects a distribution.

      1.52 "Period of Severance" means the period of time measured from the
later of (a) an Employee's Termination of Employment, and (b) the conclusion of
a Maternity/Paternity Absence of no longer than twelve (12) consecutive months,
to the date thereafter he or she first earns an Hour of Service.


                                     - 12 -
<PAGE>

      1.53 "Plan" means the Varlen Corporation Profit Sharing and Retirement
Savings Plan, as set forth herein and as hereafter may be amended from time to
time.

      1.54 "Plan Year" means the annual accounting period of the Plan and Trust
which ends on each December 31.

      1.55 "QDRO" means a domestic relations order which the Committee has
determined to be a qualified domestic relations order within the meaning of
Section 414(p) of the Code.

      1.56 "Qualified Matching Contribution" means a Matching Contribution that
is treated as a Pre-Tax Contribution and posted to the Pre-Tax Account.

      1.57 "Related Plan" means:

            (a) with respect to Section 401(k) and 401(m) of the Code, any plan
      or plans maintained by a Commonly Controlled Entity which is treated with
      this Plan as a single plan for purposes of Sections 401(a)(4) or 410(b) of
      the Code; and

            (b) with respect to Section 415 of the Code, any other defined
      contribution plan or a defined benefit plan (as defined in Section 415(k)
      of the Code) maintained by a Commonly Controlled Entity, respectively
      called a "Related Defined Contribution Plan" and a "Related Defined
      Benefit Plan".

      1.58 "Rollover Contribution" means:

            (a) a rollover contribution as described in Section 402(c) of the
      Code (or its predecessor); or

            (b) a Trustee Transfer (1) to the Custodian of an amount by the
      custodian of a retirement plan qualified for tax-favored treatment under
      Code Section 401(a), which plan provides for such transfer; (2) with
      respect to which the benefits otherwise protected by Code Section 411 in
      such transferor plan are no longer required by Code Section 411 to be
      protected in this Plan; and (3) which does not include amounts subject to
      Code Section 401(k).

      1.59 "Settlement Date" means the date on which the transactions from the
most recent Trade Date are settled.

      1.60 "Spousal Consent" means the irrevocable written consent given by a


                                     - 13 -
<PAGE>

Spouse to a Participant's election (or waiver) of a specified form of benefit or
Beneficiary designation. The Spouse's consent must acknowledge the effect on the
Spouse of the Participant's election, waiver or designation and be duly
witnessed by a Plan representative or notary public. Spousal Consent shall be
valid only with respect to the spouse who signs the Spousal Consent and only for
the particular choice made by the Participant which requires Spousal Consent. A
Participant may revoke (without Spousal Consent) a prior election, waiver or
designation that required Spousal Consent at any time before the Sweep Date
associated with the Settlement Date upon which payments will begin. Spousal
Consent also means a determination by the Administrator that there is no Spouse,
the Spouse cannot be located or such other circumstances as may be established
by applicable law.

      1.61 "Spouse" means a person who, as of the earlier of a Participant's
Payment Date and death, is alive and married to the Participant within the
meaning of the laws of the State of the Participant's residence as evidenced by
a valid marriage certificate or other proof acceptable to the Committee. A
spouse who was the Spouse on the Payment Date but who is divorced from the
Participant at the Participant's death shall still be the Spouse at the date of
the Participant's death, except as otherwise provided in a QDRO.

      1.62 "Sweep Date" means the date established by the Committee as the
cutoff date and time for the responsible Named Fiduciary to receive notification
with respect to a financial transaction for an Accounting Period in order to be
processed with respect to a Trade Date designated by the Committee.

      1.63 "Termination of Employment" occurs when a person ceases to be an
Employee or if earlier, the first anniversary of the date his or her Authorized
Leave of Absence commenced, as determined by the personnel policies of the
Commonly Controlled Entity to whom he or she rendered services; provided,
however, where a Commonly Controlled Entity ceases to be such with respect to an
Employee as a result of either an asset sale or stock sale an Employee of the
Commonly Controlled Entity shall be deemed not to have incurred a Termination of
Employment: (a) unless the Committee shall make a determination that the
transaction satisfies Section 401(k) of the Code, or if no such determination is
made, until such Employee ceases to be employed by the successor to the Commonly
Controlled Entity; or (b) if the Committee shall make a Trustee Transfer of his
or her Accrued Benefit. Transfer of employment from one Commonly Controlled
Entity to another Commonly Controlled Entity shall not constitute a Termination
of Employment for purposes of the Plan.


                                     - 14 -
<PAGE>

      1.64 "Trade Date" means the date as of which a financial transaction
occurs, however with respect to a transaction involving Investment Funds
maintained on a share accounting methodology, the transaction shall be executed
based upon the average of the proceeds or purchase price of sales and purchases,
respectively, of a share each day a transaction occurs with respect to an
Accounting Period.

      1.65 "Trust" means the legal entity resulting from the agreement between
the Company and the Trustee and all amendments thereto, in which some or all of
the assets of this Plan will be received, held, invested and distributed to or
for the benefit of Participants and Beneficiaries.

      1.66 "Trust Agreement" means the agreement between the Company and the
Trustee establishing the Trust, and any amendments thereto.

      1.67 "Trust Fund" means any property, real or personal, received by and
held by the Trustee, plus all income and gains and minus all losses, expenses,
withdrawals and distributions chargeable thereto.

      1.68 "Trustee" means any corporation, individual or individuals designated
in the Trust Agreement who shall accept the appointment as Trustee to execute
the duties of the Trustee as set forth in the Trust Agreement.

      1.69 "Trustee Transfer" means a transfer from the Custodian of an amount,
elected by and for the benefit of a Participant, to the custodian of an eligible
retirement plan, within the meaning of Section 402(c)(8)(B) of the Code;
provided that with respect to any withdrawal or distribution from the Plan, a
Participant may elect a transfer to only one eligible retirement plan, except as
may otherwise be determined by the Committee, in a uniform and nondiscriminatory
manner.

      1.70 "Valuation Date" means the close of business each Accounting Period,
and such other dates as may be determined by the Committee.

      1.71 "Vesting Service" means the sum of an Employee's Years of Service;
provided however, Years of Service shall be disregarded if such Years of Service
were earned prior to the date the Employee's Employer became a Commonly
Controlled Entity, unless the Committee makes a determination not to apply this
exclusion with respect to each such Employee in a uniform and nondiscriminatory
manner.


                                     - 15 -
<PAGE>

      1.72 "Year of Service" means:

            (a) for service from January 1, 1992, each twelve (12) month period
      of Continuous Service;

            (b) a period of Continuous Service from January 2, 1991 through
      January 1, 1992; and

            (c) for Computation Periods ending before January 2, 1991, a
      Computation Period in which an Employee is credited with at least 1,000
      Hours of Service.

Notwithstanding the foregoing, Years of Service will be calculated as follows if
(and only if) it would be of benefit to the Employee:

            (d) for service from January 1, 1992, each twelve (12) month period
      of Continuous Service;

            (e) the Computation Period from January 2, 1991 through January 1,
      1992, but only if an Employee is credited with at least 1,000 Hours of
      Service in such period; and

            (f) for Computation Periods ending before January 2, 1991 a
      Computation Period in which an Employee is credited with at least 1,000
      Hours of Service.

            An Employee's service with a company, the assets of which are
acquired by a Commonly Controlled Entity, shall only be counted as employment
with such Commonly Controlled Entity in the determination of his or her Years of
Service if (1) the Committee directs that credit for such service be granted, or
(2) a qualified plan of the acquired company is subsequently maintained by any
Employer or Commonly Controlled Entity.


                                     - 16 -
<PAGE>

ARTICLE II
--------------------------------------------------------------------------------

                                  PARTICIPATION

      2.1 Eligibility. On or after the Effective Date as to each Employer:

            (a) Participant on May 1, 1999. Each person who has an Accrued
      Benefit on May 1, 1999 shall become a Participant as of May 1, 1999.

            (b) Other Eligible Employee. Each other Eligible Employee shall
      become a Participant on the first day of each Plan Year quarter on or
      after the date he or she completes six months of Continuous Service.

      2.2 Reemployment.

            (a) Eligible Employee Was Previously A Participant. An Eligible
      Employee who previously was a Participant prior to his or her Termination
      of Employment shall become a Participant on the first day of the next
      payroll period.

            (b) Eligible Employee Had A Termination Prior to Next Change Date.
      An Eligible Employee who previously completed six months of Continuous
      Service and who had a Termination of Employment before he or she became a
      Participant shall be eligible to become a Participant on the later of (1)
      the date he or she would have become a Participant but for his or her
      Termination of Employment, or (2) the date he or she again performs an
      Hour of Service.

      2.3 Participation Upon Change of Job Status. An Employee who is not an
Eligible Employee shall become a Participant on the later of (1) the date he or
she would have become a Participant had he or she always been an Eligible
Employee, and (2) the date he becomes an Eligible Employee.


                                     - 17 -
<PAGE>

ARTICLE III
--------------------------------------------------------------------------------

                            PARTICIPANT CONTRIBUTIONS

      3.1 Pre-Tax Contribution Election.

            (a) A Participant who is an Eligible Employee and who desires to
      have Pre-Tax Contributions made on his or her behalf by his or her
      Employer shall file a Contribution Election, pursuant to procedures
      specified by the Committee, specifying his or her Contribution Percentage
      of not less than one percent (1%) nor more than fourteen percent (14%)
      (stated as a whole integer percentage) and authorizing the Compensation
      otherwise payable to him or her to be reduced.

            (b) Notwithstanding Subsection (a) hereof, for any Plan Year the
      Committee may determine that the maximum Contribution Percentage shall be
      greater or lesser than the percentages set forth in Subsection (a) hereof.
      Otherwise, the maximum Contribution Percentage as provided in Subsection
      (a) hereof shall apply.

            (c) A Participant's Contribution Election shall be effective only
      with respect to Compensation not yet paid as of the date the Contribution
      Election is effective. A Contribution Election received on or before a
      Notice Date shall become initially effective with respect to payroll
      cycles ended after the applicable Change Date. However, the Committee, in
      its sole discretion, may declare an additional window period to
      Participants. Any Contribution Election which has not been properly and
      fully executed will be deemed not to have been received and be void.

      3.2 Election Procedures. A Participant's Contribution Election shall
continue in effect (with automatic adjustment for any change in his or her
Compensation) until the earliest of the date (1) his or her Contribution
Election is changed in accordance with paragraph (a) hereof; (2) he or she
ceases to be paid as an Eligible Employee; or (3) his or her Contribution
Election is canceled in accordance with paragraph (b) hereof.

            (a) Changing the Election. A Participant may increase or decrease
      his or her Contribution Percentage (subject to the percentage limits
      stated above) only once each Change Date by making a new Contribution
      Election, pursuant to procedures specified by the Committee, on which is
      specified the amount of the Contribution Percentage.

                  (1)   If such Contribution Election is received by the Notice


                                     - 18 -
<PAGE>

                        Date, the change shall be effective with respect to the
                        first payroll cycle ended after the Change Date.

                  (2)   However, if the Committee deems it necessary, the
                        Committee may specify an additional window period to
                        Participants.

                  (3)   The amount of increase or decrease of such Contribution
                        Percentage shall be effective only with respect to
                        Compensation not yet paid.

                  (4)   Any Contribution Election which has not been properly
                        and fully executed will be deemed not to have been
                        received and be void.

            (b) Canceling the Election. A Participant desiring to cancel his or
      her existing Contribution Election and reduce his or her Contribution
      Percentage to zero must make a new Contribution Election, pursuant to
      procedures specified by the Committee. The Committee will establish
      procedures, to be administered in a uniform and nondiscriminatory manner,
      for allowing a Participant to cancel his or her Contribution Election. Any
      Contribution Election received on or before a Notice Date shall become
      effective with respect to the payroll cycle ended after the next Change
      Date. A Participant who is an Eligible Employee and who has canceled his
      or her Election may again make a Contribution Election at any time. If
      such Contribution Election is received by the Notice Date, it shall become
      effective with respect to the first payroll cycle ended after the next
      Change Date. Any Participant who has improperly or not fully executed a
      Contribution Election will be deemed not to have made an Election.

            (c) Continuation of Elections under Brenco Supplemental Pension
      Plan. A Participant's Contribution election under the Brenco Supplemental
      Pension Plan immediately prior to that plan's merger into the Plan shall
      continue in effect notwithstanding such merger, until such time as is
      otherwise provided under this Section 3.2.

      3.3 Limitation of Elective Deferrals for all Participants. A Participant's
Limited Deferrals for any calendar year shall not exceed the Contribution Dollar
Limit. If a Participant advises the Committee that he or she has Elective
Deferrals (reduced by Elective Deferrals previously distributed or which are
characterized as a result of the application of Code Section 401(k)(3) to such
Participant) in excess of the Contribution Dollar Limit ("Excess Deferral"), the
Committee shall return such Excess Deferrals for the taxable year to the
Participant. To the extent the Participant's


                                     - 19 -
<PAGE>

Limited Deferrals exceed the Contribution Dollar Limit, the Employer may notify
the Plan on behalf of the Participant (and "Excess Deferral" shall be calculated
by taking into account only Limited Deferrals). If such advice was received by
the Committee during the taxable year, the Plan shall distribute the Excess
Deferral as soon as administratively feasible. If such advice was received by
the Committee after the taxable year but no later than March 1 (or as late as
April 14, if allowed by the Committee) following the close of the taxable year,
the Committee shall cause the Plan to return such Excess Deferral no later than
April 15 immediately following the end of such taxable year, adjusted by income
allocable to that amount.

      The net investment gain or loss associated with the Excess Deferral is
calculated as follows:

                            Ex[G/(AB-G)]x(1+(10%xM))

where:

      E  =  the Excess Deferral amount,

      G  =  the net gain or loss for the Plan Year in the Participant's
            Pre-Tax Account,

      AB =  the total value of the Participant's Pre-Tax Account, determined
            as of the end of the calendar year being corrected,

      M  =  the number of full months from the calendar year end to the date
            the excess amount is paid, plus one for the month during which
            payment is to be made if payment will occur after the 15th of that
            month.

If the application of the limitations in this Section results in a reduction of
previously contributed Pre-Tax Contributions on behalf of a Participant,
Matching Contributions allocable with respect thereto (prior to such reduction)
which are not distributed under the ACP Test shall be forfeited.


                                     - 20 -
<PAGE>

ARTICLE IV
--------------------------------------------------------------------------------

                     EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

      4.1 Pre-Tax Contributions.

            (a) Frequency and Eligibility. Subject to the limits of the Plan and
      to the Committee's authority to limit Contributions under the terms of
      this Plan, for each period for which a Contribution Election is in effect,
      the Employer shall contribute to the Plan on behalf of each Participant an
      amount equal to the amount designated by the Participant as a Pre-Tax
      Contribution on his or her Contribution Election.

            (b) Allocation. The Pre-Tax Contribution shall be allocated to the
      Pre-Tax Account of the Participant with respect to whom the amount is
      paid.

            (c) Timing, Medium and Posting. Pre-Tax Contributions shall be paid
      to the Custodian in cash and posted to each Participant's Pre-Tax Account
      by the Committee as soon as such amounts can reasonably be balanced
      against the specific amount made on behalf of each Participant. Pre-Tax
      Contributions shall be paid to the Custodian not more than ninety (90)
      days after the date amounts are deducted from the Participant's
      Compensation.

      4.2 Matching Contributions.

            (a) Frequency and Eligibility. Subject to the limits of the Plan and
      to the Committee's authority to limit Contributions under the Plan, for
      each period for which Participants' Contributions are made, the Employer
      shall make Matching Contributions as described in the following Allocation
      Method paragraph on behalf of each Participant who contributed during the
      period.

            (b) Allocation Method. The Matching Contributions for each period
      shall total twenty-five percent (25%) of the sum of each eligible
      Participant's Pre-Tax Contributions for the period, provided that no
      Matching Contributions shall be made based upon a Participant's
      Contributions in excess of six percent (6%) of his or her Compensation.
      The Employer may change the twenty-five percent (25%) matching rate or the
      six percent (6%) of considered Compensation to any other percentages,
      including zero (0%). Notwithstanding the foregoing, for any Participant
      who is an Eligible Employee included in Appendix B, the Matching
      Contributions, if any, made by the Employer on behalf of such Participant
      shall be as is provided in Appendix B.

            (c) Timing, Medium and Posting. The Employer shall make each


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<PAGE>

      period's Matching Contribution in cash as soon as is feasible, and not
      later than the Employer's federal tax filing date, including extensions,
      for deducting such Contribution. The Committee shall post such amount to
      each Participant's Matching Account once the total Contribution received
      by the Custodian has been balanced against the specific amount to be
      credited to each Participant's Matching Account.

            (d) Compensation. Compensation shall be measured by the period (not
      to exceed the Plan Year) for which the Contribution is being made provided
      the Eligible Employee is a Participant during such period.

      4.3 Special Contributions.

            (a) Frequency and Eligibility. Subject to the limits of the Plan and
      to the Committee's authority to limit Contributions under the Plan, for
      each Plan Year, the Employer may make a Special Contribution in an amount
      determined by the Board on behalf of each Non-Highly Compensated Employee
      Participant.

            (b) Allocation Method. The Special Contribution, together with any
      available Forfeiture Account amount to be applied as a Special
      Contribution, for each period shall be allocated among eligible
      Participants as determined by the Board, subject to a maximum dollar
      amount which may be contributed on behalf of any Participant as determined
      by the Committee.

            (c) Timing, Medium and Posting. The Employer shall make each
      period's Special Contribution in cash as soon as is feasible, but no later
      than twelve (12) months after the end of the Plan Year to which it is
      allocated. The Committee shall post such amount to each Participant's
      Special Account once the total Contribution received by the Custodian has
      been balanced against the specific amount to be credited to each
      Participant's Special Account.

            (d) Compensation. Compensation shall be measured by the period (not
      to exceed the Plan Year) for which the Contribution is being made,
      provided the Eligible Employee is a Participant during such period.

      4.4 Profit Sharing Contributions.

            (a) Frequency and Eligibility. Subject to the limits of the Plan and
      to the Committee's authority to limit Contributions under the Plan, for
      each Plan Year, the Employer may make a Profit Sharing Contribution in an
      amount determined by the Board with respect to the Varlen Corporate Office
      and by the Company's Chief Executive Officer with respect to each
      Participant who was an Eligible Employee on the last day of the period,
      subject to Appendix B,


                                     - 22 -
<PAGE>

      provided, however, that consistent with the foregoing, such Profit Sharing
      Contribution may vary among the various subsidiaries, divisions or other
      business units of the Company, pursuant to criteria established by the
      Committee and applied on a uniform basis. In addition, and consistent with
      the foregoing, such Contribution shall be made on behalf of each
      Participant who ceased being an Employee during the period after having
      attained his or her Normal Retirement Date, having attained fifty-five
      (55) years of age and completing five (5) years of Continuous Service, or
      by reason of his or her Disability or death; subject to Appendix B.

            (b) Allocation Method. The Profit Sharing Contribution for each
      period shall be allocated, pursuant to criteria established by the
      Committee and applied on a uniform basis, within each subsidiary, division
      or business unit of the Company, among eligible Participants in direct
      proportion to their Compensation. Any available Forfeiture Account amount
      to be applied as a Profit Sharing Contribution for each period shall be
      allocated among eligible Participants pro rata, on a per Participant
      basis.

            (c) Timing, Medium and Posting. The Employer shall make each Plan
      Year Profit Sharing Contribution in cash as soon as is feasible, and not
      later than the Employer's federal tax filing date, including extensions,
      for deducting such Contribution. The Committee shall post such amount to
      each Participant's Employer Account once the total Profit Sharing
      Contribution received has been balanced against the specific amount to be
      credited to each Participant's Employer Account.

            (d) Compensation. Compensation shall be measured by the period (not
      to exceed the Plan Year) for which the Contribution is being made provided
      the Eligible Employee is a Participant during such period.

      4.5 Miscellaneous.

            (a) Deduction Limits. In no event shall the Employer Contributions
      for a Plan Year exceed the maximum the Company estimates will be
      deductible (or which would be deductible if the Employers had taxable
      income) by any Employer or Commonly Controlled Entity under Section 404 of
      the Code ("Deductible Amount"). Any amount in excess of the Deductible
      Amount shall not be contributed in the following order of Contribution
      type, to the extent needed to eliminate the excess:

                  (1)   Each Participant's allocable share of Pre-Tax
                        Contributions for the Plan Year will be reduced by an
                        amount equal to the excess of the Participant's Pre-Tax
                        Contributions over


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<PAGE>

                        an amount which bears the same ratio to the amount of
                        Pre-Tax Contributions made to the Plan on behalf of such
                        Participant during the Plan Year as the Deductible
                        Amount available for the Plan Year (reduced by the total
                        amount of other types of Employer Contributions for the
                        Plan Year) bears to the aggregate Pre-Tax Contributions
                        made to the Plan on behalf of all Participants subject
                        to such Deductible Amount during the Plan Year (before
                        the application of this provision).

                  (2)   If the application of Section (a)(1) would result in a
                        reduction of a Participant's Pre-Tax Contributions which
                        are matched by Matching Contributions, the rate at which
                        Pre-Tax Contributions are reduced shall be offset by a
                        reduction for each Matching Contribution not made as a
                        result.

                  (3)   Profit Sharing Contributions.

            (b) Profit Sharing Plan. Notwithstanding anything herein to the
      contrary, the Plan shall constitute a profit sharing plan for all purposes
      of the Code.


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<PAGE>

ARTICLE V
--------------------------------------------------------------------------------

                                    ROLLOVERS

      5.1 Rollovers. The Committee may authorize the Custodian to accept a
Rollover Contribution in cash from an Eligible Employee, but only if he or she
is a Participant. The Employee shall furnish satisfactory evidence to the
Committee that the amount is eligible for rollover treatment. Such amount shall
be posted to the Employee's Rollover Account by the Committee as of the date
received by the Custodian.

      If it is later determined that an amount transferred pursuant to the above
paragraph did not in fact qualify as a Rollover Contribution, the balance
credited to the Employee's Rollover Account shall immediately be (1) segregated
from all other Plan assets, (2) treated as a non-qualified trust established by
and for the benefit of the Employee, and (3) distributed to the Employee. Any
such nonqualifying rollover shall be deemed never to have been a part of the
Plan.


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<PAGE>

ARTICLE VI
--------------------------------------------------------------------------------

                          ACCOUNTING FOR PARTICIPANTS'
                        ACCOUNTS AND FOR INVESTMENT FUNDS

      6.1 Individual Participant Accounting.

            (a) Account Maintenance. The Committee shall cause the Accounts for
      each Participant to reflect transactions involving assets of the Accounts
      in accordance with this Article. Financial transactions during or with
      respect to an Accounting Period shall be accounted for at the individual
      Account level by "posting" each transaction to the appropriate Account of
      each affected Participant. Participant Account values shall be maintained
      in dollars or shares depending on the Investment Fund. At any point in
      time, the Participant's Accrued Benefit shall be equal to the net Fair
      Market Value of his or her Account determined by using the most recent
      Trade Date values provided by the Custodian.

            (b) Trade Date Accounting and Investment Cycle. For any transaction
      to be processed as of a Trade Date, the Committee must receive
      instructions by the Sweep Date and such instructions shall apply only to
      amounts held in or posted to the Accounts as of the Trade Date. Financial
      transactions in an Investment Fund shall be posted to a Participant's
      Account as of the Trade Date and based upon the Trade Date values provided
      by the Custodian. All transactions shall be effected on the Settlement
      Date relating to the Trade Date (or as soon as is administratively
      feasible).

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

            (d) Temporary Investment. To the extent practicable, the Committee
      shall direct the Custodian to make temporary investments in a short term
      interest fund of assets in an Account held pending a Trade Date.

            (e) How Fees and Expenses are Charged to Participants. Account
      maintenance fees to the extent not paid by the Employer shall be charged
      pro rata to each Participant's Account on the basis of each Participant's
      Accrued Benefit, provided that no fee shall reduce a Participant's Account
      balance below zero. Transaction type fees (such as special asset fees,
      investment election change fees, etc.) shall be charged to the Accounts
      involved in the transaction. Fees and expenses incurred for the management
      and maintenance of Investment Funds shall be charged at the Investment
      Fund level and


                                     - 26 -
<PAGE>

      reflected in the net gain or loss of each Fund to the extent not paid by
      the Employer. Notwithstanding the foregoing, for any Accounting Period
      beginning as soon as administratively possible after a favorable
      determination on this issue is received from the Internal Revenue Service,
      (and after a Participant's Termination of Employment), the Employer shall
      not pay the fees and expenses chargeable to the Account of a Participant
      or to an Investment Fund with respect to the Account of a Participant who
      incurred such Termination of Employment. Such fees and expenses shall be
      charged directly against the Participant's Account or used to reimburse
      the Employer for its payment of such fee or expense.

            (f) Error Correction. The Committee may correct any errors or
      omissions in the administration of the Plan by restoring or charging any
      Participant's Accrued Benefit with the amount that would be credited or
      charged to the Account had no error or omission been made. Funds necessary
      for any such restoration shall be provided through payment made by the
      Employer.

            (g) Accounting for Participant Loans. Participant loans shall be
      held in a separate Fund for investment only by such Participant and
      accounted for in dollars as an earmarked asset of the borrowing
      Participant's Account.

      6.2 Accounting for Investment Funds.

            (a) Share Accounting. The investments in each Investment Fund
      designated in Appendix A shall be maintained in full and fractional
      shares. The Committee is responsible for determining the number of full
      and fractional shares of each such Investment Fund. To the extent an
      Investment Fund is comprised of a collective investment fund of the
      Custodian, the net asset and unit values shall be determined in accordance
      with the rules governing such collective investment funds, which are
      incorporated herein by reference. Fees and expenses incurred for the
      management and maintenance of Investment Funds shall be charged at the
      Investment Fund level and reflected in the net gain or loss of each Fund
      to the extent not paid by the Employer.

            (b) Accounting for Company Stock. The following additional rules
      shall apply to the Company Stock Fund:

                  (1)   Shareholder Rights. Shareholder Rights with respect to
                        all Company Stock in an Account shall be exercised by
                        the Trustee in accordance with directions from the
                        Participant pursuant to the procedures of the Trust
                        Agreement.


                                     - 27 -
<PAGE>

                  (2)   Tender Offer. If a tender offer is commenced for Company
                        Stock, the provisions of the Trust Agreement regarding
                        the response to such tender offer, the holding and
                        investment of proceeds derived from such tender offer
                        and the substitution of new securities for such proceeds
                        shall be followed.

                  (3)   Dividends and Income. Dividends (whether in cash or in
                        property) and other income received by the Custodian in
                        respect of Company Stock shall be reinvested in Company
                        Stock and shall constitute income and be recognized on
                        an accrual basis for the Accounting Period in which
                        occurs the record date with respect to such dividend;
                        provided that, with respect to any dividend which is
                        reflected in the market price of the underlying stock,
                        the Committee shall direct the Custodian during such
                        trading period to trade such stock the regular way to
                        reflect the value of the dividend, and all Fund
                        transfers and cash distributions shall be transacted
                        accordingly with no accrual of such dividend, other than
                        as reflected in such market price.

                  (4)   Transaction Costs. Any brokerage commissions, transfer
                        taxes, transaction charges, and other charges and
                        expenses in connection with the purchase or sale of
                        Company Stock shall be added to the cost thereof in the
                        case of a purchase or deducted from the proceeds thereof
                        in the case of a sale, to the extent not paid by an
                        Employer; provided, however, where the purchase or sale
                        of Company Stock is with a "disqualified person" as
                        defined in Section 4975(e)(2) of the Code or a "party in
                        interest" as defined in Section 3(14) of ERISA, no
                        commissions may be charged with respect thereto.

      6.3 Accounts for QDRO Beneficiaries. A separate Account shall be
established for a Beneficiary entitled to any portion of a Participant's Account
under a QDRO as of the date and in accordance with the directions specified in
the QDRO. Such Account shall be valued and accounted for in the same manner as
any other Account.

            (a) Investment Direction. A QDRO Beneficiary may direct the
      investment of such Account in the same manner as any other Participant;


                                     - 28 -
<PAGE>

      provided, however, a QDRO Beneficiary may not acquire Company Stock.

            (b) Distributions. A QDRO Beneficiary shall be entitled to payment
      as provided in the QDRO and permissible under the otherwise applicable
      terms of this Plan, regardless of whether the Participant is an Employee,
      and to name a Beneficiary as specified in the QDRO.

            (c) Participant Loans. A QDRO Beneficiary shall not be entitled to
      borrow from his or her Account. If a QDRO specifies that the QDRO
      Beneficiary is entitled to any portion of the Account of a Participant who
      has an outstanding loan balance, all outstanding loans shall continue to
      be held in the Participant's Account and shall not be divided between the
      Participant's and QDRO Beneficiary's Accounts.

      6.4 Special Accounting During Conversion Period. The Committee and
Custodian may use any reasonable accounting methods in performing their
respective duties during the period of converting the prior accounting system of
the Plan and Trust to conform to the individual Participant accounting system
described in this Section. This includes, but is not limited to, the method for
allocating net investment gains or losses and the extent, if any, to which
contributions received by and distributions paid from the Trust during this
period share in such allocation. All or a portion of the Trust assets may be
held, if necessary, in a short term interest bearing vehicle, which may include
deposits of the Trustee, during the conversion period for establishing such
individual Participant Accounts.

      6.5 Accounting for Merging Brenco Supplemental Pension Plan Account
Balances. As of the Effective Date, the Brenco Supplemental Pension Plan shall
be merged into the Plan pursuant to Section 414(l) of the Internal Revenue Code
and the Account balances of each affected Participant shall be redesignated by
the Committee consistent with Section 1.2, so that Plan Contributions and other
Plan transactions can thereafter be accounted for consistent with this Article
VI.


                                     - 29 -
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ARTICLE VII
--------------------------------------------------------------------------------

                         INVESTMENT FUNDS AND ELECTIONS

      7.1 Investment Funds. Except for a Participant's loan Account, the Trust
shall be maintained in various Investment Funds. The Committee may change the
number or composition of the Investment Funds, subject to the terms and
conditions agreed to with the Custodian.

      7.2 Investment of Contributions.

            (a) Investment Election. Each Participant may direct the Trustee,
      pursuant to procedures specified for that purpose by the responsible Named
      Fiduciary, to invest Contributions posted to his or her Accounts in one or
      more Investment Funds. If the Committee directs, for any Accounting
      Period, Contributions with respect to which the Participant has investment
      control may be invested separately in the Investment Funds. If the
      Participant elects to have any such Contributions made on his or her
      behalf invested in more than one Investment Fund, he or she must designate
      in whole multiples of five percent (5%) what percentage of the
      Contribution is to be invested in each such Investment Fund. If the
      Committee directs, for any Accounting Period, Contributions with respect
      to which the Participant has investment control may be invested separately
      in Funds.

            (b) Effective Date of Investment Election; Change of Investment
      Election. A Participant's initial Investment Election will be effective
      with respect to a Fund on the Trade Date which relates to the Sweep Date
      on which or prior to which the Investment Election is received pursuant to
      procedures specified by the Committee. A Participant's Investment Election
      shall continue in effect, notwithstanding any change in his Compensation
      or his Contribution Percentage, until the earliest of (1) the effective
      date of a new Investment Election, and (2) the date he ceases to be paid
      as an Eligible Employee. A change in Investment Election shall be
      effective with respect to a Fund on the Trade Date which relates to the
      Sweep Date on which or prior to which the Participant's new Investment
      Election is received pursuant to procedures specified by the Committee.
      Any Investment Election which has not been properly or fully executed will
      be deemed not to have been received.

            (c) Switching Fees. A reasonable processing fee may be charged
      directly to a Participant's Account for Investment Election changes in
      excess of a specified number per Plan Year as determined by the Committee.


                                     - 30 -
<PAGE>

      7.3 Investment of Accounts.

            (a) Conversion Election. Notwithstanding a Participant's Investment
      Election, a Participant or Beneficiary may direct the Trustee, pursuant to
      procedures specified for that purpose by the responsible Named Fiduciary,
      to change the interest his or her Accrued Benefit has in one or more
      Investment Funds. If the Participant or Beneficiary elects to invest his
      or her Accrued Benefit in more than one (1) Investment Fund, he or she
      must designate in whole multiples of five percent (5%) or in whole dollar
      amounts that portion of his Accounts which is to be invested in such
      Investment Fund. If the Committee directs, for any Accounting Period,
      Accounts may be invested separately in Funds.

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

            (c) Switching Fees. A reasonable processing fee may be charged
      directly to a Participant's Account for Conversion Election changes in
      excess of a specified number per Plan Year as determined by the Committee.

      7.4 Establishment of Investment Funds. The Committee shall cause to be
established one or more Investment Funds set forth in Appendix A. In addition,
the Committee may, from time to time, in its discretion:

            (a) limit investments in or transfers from an Investment Fund;

            (b) add funding vehicles thereunder;


                                     - 31 -
<PAGE>

            (c) liquidate, consolidate or otherwise reorganize an existing
      Investment Fund; or

            (d) add a new Investment Fund to Appendix A.

      7.5 Transition Rules. Effective as of the date any Investment Fund is
added or deleted, each Participant and Beneficiary shall have the opportunity to
submit new Investment Elections and Conversion Elections to the responsible
Named Fiduciary no later than the applicable Sweep Date. The Committee and
Custodian may use any reasonable accounting methods in performing their
respective duties during the period of transition from one Investment Fund to
another, including, but not limited to:

            (a) designating into which Investment Fund a Participant's Accrued
      Benefit will be invested if the Participant fails to submit a proper
      Conversion Election form;

            (b) the method for allocating net investment gains or losses and the
      extent, if any, to which amounts received by and distributions paid from
      the Trust during this period share in such allocation; and

            (c) investing all or a portion of the Trust's assets in a
      short-term, interest-bearing Fund during such transition period.

      7.6 Investment of Brenco Supplemental Pension Plan Account Balances. In
connection with the merger of the Brenco Supplemental Pension Plan with and into
the Plan, effective as of the Effective Date, the Committee and Custodian shall
designate into which Investment Fund a Participant's Brenco Supplemental Pension
Plan Accounts shall be mapped, on a uniform basis; provided that each affected
Participant shall be provided the opportunity to submit a Conversion Election
(pursuant to Section 7.3 but subject to such additional procedures as the
Committee shall adopt to facilitate the merger) to direct a change in the
interest his or her Accrued Benefit has in one or more Investment Funds. Each
affected Participant will also be required to submit a new Investment Election
(pursuant to Section 7.2 but subject to such additional procedures as the
Committee shall adopt to facilitate the merger).


                                     - 32 -
<PAGE>

ARTICLE VIII
--------------------------------------------------------------------------------

                             VESTING AND FORFEITURES

      8.1 Fully Vested Contribution Accounts.

            A Participant shall be fully vested and have a nonforfeitable right
to his or her Accrued Benefit in these Accounts at all times:

                        Brenco Employer Account
                        Brenco Money Purchase Pension Account
                        Pre-Tax Account
                        Post-Tax Account
                        Brenco Retirement Account
                        Rollover Account
                        Matching Account
                        Special Account.

      8.2 Vesting; Payment of Accrued Benefit On or After Retirement or
Disability. A Participant's Accrued Benefit shall be fully vested and
nonforfeitable upon the occurrence of any one or more of the following events:

            (a) completion of at least the minimum number of years of Vesting
      Service in the Vesting Schedule for a 100% nonforfeitable percentage;

            (b) attainment of Normal Retirement Date;

            (c) his or her Termination of Employment for reason of a Disability;
      or

            (d) he or she dies while an Employee.

      8.3 Vesting Schedule and Forfeitures.

            (a) Vesting. If a Participant has a Termination of Employment, the
      Participant shall be vested and have a nonforfeitable right to his or her
      Accrued Benefit in his Employer Account, determined in accordance with the
      following vesting schedules:

               Years of Vesting Service             Nonforfeitable Percentage
               ------------------------             -------------------------

            Less than 1 year                                    0%
            1 year but less than 2 years                        0%


                                  - 33 -
<PAGE>

            2 years but less than 3 years                      40%
            3 years but less than 4 years                      60%
            4 years but less than 5 years                      80%
            5 years or more                                   100%

            Notwithstanding the preceding sentence, with respect to that portion
            of a Participant's Accounts that is attributable to amounts
            transferred from the National Metalwares Profit Sharing Plan and
            Trust, the Precision Scientific 401(k) Tax Deferred Savings Plan,
            the Precision Scientific Profit Sharing Plan, the Means Stamping
            Industries, Inc. Retirement Plan, the Consolidated Metco Profit
            Sharing and Retirement Savings Plan or the Brenco Supplemental
            Pension Plan, the vested percentage of such amounts shall be no less
            than their vested percentage under such plan as of the transfer's
            effective date.

      8.4 Forfeitures.

            (a) Forfeiture Where Payment Commences Prior to a Break in Service.
      As of the Payment Date of a Participant's nonforfeitable percentage of his
      or her Accrued Benefit, that portion of his or her Accrued Benefit which
      is forfeitable shall be forfeited as of the Payment Date. Thereafter, if
      such person is rehired as an Employee prior to incurring a Break in
      Service, he or she shall be entitled to make repayment to the Plan of the
      full amount distributed to him or her on or after the Payment Date no
      later than the earlier of (1) the date he or she incurs a Break in
      Service, and (2) the last day of the 5-year period commencing on or after
      his or her date of reemployment. Upon making repayment in a single payment
      of the amount distributed to him or her, the amount repaid shall be
      credited to the Participant's Account from which paid and the Forfeiture
      shall be reinstated to his or her Accounts and invested in the same manner
      as the Account to which it is posted. The amount required to restore such
      Participant's Accounts shall be charged against the Plan's Forfeitures,
      and if insufficient, be made up from additional Employer Contributions.

            If the Employee makes the above-described repayment, such repayment
      shall be considered to be the "investment in the contract" for purposes of
      Sections 72(c)(1)(A), 72(f) and 402(e)(4)(D)(i) of the Code in relation to
      the amount reinstated in his or her Account on account of the repayment.

            (b) Forfeiture Where Payment Commences After a Break in Service. If
      no Payment Date of a Participant's nonforfeitable Accrued Benefit occurs
      before having incurred a Break in Service, that portion of the
      Participant's Accrued Benefit (which is Employer-derived) which is
      forfeitable as of his or her


                                     - 34 -
<PAGE>

      Termination of Employment shall be forfeited as of the completion of a
      Break in Service. If the Participant is reemployed as an Employee prior to
      having incurred a Break in Service, the Forfeiture shall not occur. If the
      Participant is reemployed as an Employee after incurring a Break in
      Service, the Participant shall be fully vested and have a nonforfeitable
      interest in that portion of his or her Accounts accrued prior to the Break
      in Service and not forfeited as a result of such Break in Service. A
      Participant who incurs a Termination of Employment with a zero vested
      interest in his or her Accrued Benefit (which is Employer-derived) shall
      be deemed to have a Payment Date and a Forfeiture of his or her Accrued
      Benefit as of such Termination of Employment.

      8.5 Forfeiture Account.

      A Forfeiture will be posted, no later than as of the last day of the Plan
Year in which the Forfeiture arises, to the Forfeiture Account on the Settlement
Date for the Trade Date on which the Custodian, at the direction of the
Committee, has converted the Forfeiture to cash. No later than the end of such
Plan Year, the Forfeiture Account shall be used (in the following order) to
reinstate Accrued Benefits and supplement Contributions, to the extent provided
in Article IV.


                                     - 35 -
<PAGE>

ARTICLE IX
--------------------------------------------------------------------------------

                                PARTICIPANT LOANS

      9.1 Participant Loans Permitted. The Committee is authorized to establish
and administer a loan program for a Participant who is an Eligible Employee or a
former Eligible Employee who is a "party in interest" under ERISA pursuant to
the terms and conditions set forth in this Article. All loan limits are
determined as of the Trade Date the Trustee reserves funds for the loan. The
funds will be disbursed to the Participant as soon as is administratively
feasible after the next following Settlement Date.

      9.2 Loan Funding Limits.

            The loan amount must meet the following limits:

            (a) Plan Minimum Limit. The minimum amount for any loan is
      $1,000.00.

            (b) Plan Maximum Limit. Subject to the legal limit described in (c)
      below, the maximum a Participant may borrow, including the outstanding
      balance of existing Plan loans, is fifty percent (50%) of the following
      Accounts which are fully vested:

                        Post-Tax Account
                        Brenco Money Purchase Pension Account
                        Employer Account attributable to amounts received from a
                              merged plan
                        Pre-Tax Account attributable to amounts received from a
                              merged plan
                        Brenco Retirement Account
                        Rollover Account
                        Matching Account
                        Pre-Tax Account attributable to unmatched Pre-Tax
                              Contributions
                        Pre-Tax Account attributable to matched Pre-Tax
                              Contributions
                        Special Account
                        Brenco Employer Account
                        Employer Account.

            (c) Legal Maximum Limit. The maximum a Participant may borrow,
      including the outstanding balance of existing loans, is based upon the
      value of


                                     - 36 -
<PAGE>

      his or her vested interest in this Plan and all other qualified plans
      maintained by a Commonly Controlled Entity (the "Vested Interest"). The
      maximum amount is equal to 50% of his or her Vested Interest, not to
      exceed $50,000. However, the $50,000 amount is reduced by the
      Participant's highest outstanding balance of all loans from any Commonly
      Controlled Entity's qualified plans during the twelve (12) month period
      ending on the day before the Trade Date on which the loan is made.

      9.3 Maximum Number of Loans. A Participant may have only one loan
outstanding at any given time.

      9.4 Source of Loan Funding. A loan to a Participant shall be made solely
from the assets of his or her own Accounts. The available assets shall be
determined first by Contribution Account and then by investment type within each
type of Contribution Account. The hierarchy for loan funding by type of
Contribution Account shall be the order listed in the preceding Plan Maximum
Limit paragraph. Within each Account used for funding, amounts shall first be
taken from the available cash in the Account and then taken by type of
investment in direct proportion to the market value of the Participant's
interest in each Investment Fund as of the Sweep Date on which the loan is made.

      9.5 Interest Rate. The interest rate charged on Participant loans shall be
fixed and equal to the prime rate, plus 1%, of a bank designated by the
Committee.

      9.6 Repayment. Substantially level amortization shall be required of each
loan with payments made at least monthly, through payroll deduction, provided
that payment can be made by check for prepayments in full, or when a Participant
is on an Authorized Leave of Absence, Disabled or transferred to the employ of a
Commonly Controlled Entity which is not participating in the Plan. Loans may be
prepaid in full at any time. The loan repayment period shall be as mutually
agreed upon by the Participant and Committee, not to exceed five (5) years.
However, the term may be for any period not to exceed ten (10) years if the
purpose of the loan is to acquire the Participant's principal residence.

      9.7 Repayment Hierarchy. Loan principal repayments shall be credited to
the Participant's Contribution Accounts in the inverse of the order used to fund
the loan. Loan interest shall be credited to the Contribution Account in direct
proportion to the principal repayment. Loan payments are credited by investment
type based upon the Participant's current Conversion Election for that Account.

      9.8 Loan Application, Note and Security. A Participant shall apply for any
loan in accordance with a procedure established by the Committee. The Committee
shall administer Participant loans and shall specify the time frame for
approving loan


                                     - 37 -
<PAGE>

applications. All loans shall be evidenced by a promissory note and security
agreement, and secured only by a Participant's vested Account balance. The Plan
shall have lien on a Participant's Account to the extent of any outstanding loan
balance.

      9.9 Default, Suspension and Acceleration.

            (a) Default. A loan is treated as a default on the earlier of (i)
      the date any scheduled loan payment is more than ninety (90) days late,
      provided that the Committee may agree to a suspension of loan payments for
      up to twelve (12) months for a Participant who is on an Authorized Leave
      of Absence or Disabled, or (ii) 30 days from the time the Participant
      receives written notice of the note being due and payable and a demand for
      past due amounts.

            (b) Actions upon Default. In the event of default, the Committee may
      direct the Trustee to execute upon its security interest in the
      Participant's Account by segregating the unpaid loan balance from the
      Account, including interest to the date of default and report the default
      as a taxable distribution. As soon as a Plan withdrawal or distribution to
      such Participant would otherwise be permitted, the Committee shall
      instruct the Trustee to distribute the note to the Participant.

            (c) Acceleration. A loan shall become due and payable in full once
      the Participant incurs a Termination of Employment unless he or she is
      Disabled in which case the note will not be due and payable until the
      Participant ceases to be Disabled, dies or the note is otherwise due.


                                     - 38 -
<PAGE>

ARTICLE X
--------------------------------------------------------------------------------

                             IN-SERVICE WITHDRAWALS

      10.1 Withdrawals for 401(k) Hardship.

            (a) Requirements. A Participant may request the withdrawal of any
      amount from the vested portion of his or her Accounts needed to satisfy a
      financial need by making a withdrawal request in accordance with a
      procedure established by the Committee. The Committee shall only approve
      those requests for withdrawals (1) on account of a Participant's "Deemed
      Financial Need", and (2) which are "Deemed Necessary" to satisfy the
      financial need.

            (b) "Deemed Financial Need". Financial commitments relating to:

                  (1)   costs directly related to the purchase or construction
                        (excluding mortgage payments or balloon payments) of a
                        Participant's principal residence;

                  (2)   the payment of expenses for medical care described in
                        Section 213(d) of the Code previously incurred by the
                        Participant, the Participant's Spouse, or any dependents
                        of the Participant (as defined in Section 152 of the
                        Code) or necessary for those persons to obtain medical
                        care described in Section 213(d) of the Code;

                  (3)   payment of tuition and related educational fees for the
                        next twelve (12) months of post-secondary education for
                        the Participant, his or her Spouse, children or
                        dependents (as defined in Section 152 of the Code); or

                  (4)   necessary payments to prevent the eviction of the
                        Participant from his or her principal residence or the
                        foreclosure on the mortgage of the Participant's
                        principal residence.

            (c) "Deemed Necessary". A withdrawal is "deemed necessary" to
      satisfy the financial need only if all of these conditions are met:

                  (1)   the withdrawal may not exceed the dollar amount needed
                        to satisfy the Participant's documented Financial
                        Hardship, plus an amount necessary to pay federal,
                        state, or local income taxes or penalties reasonably
                        anticipated


                                     - 39 -
<PAGE>

                        to result from such withdrawal;

                  (2)   the Participant must have obtained all distributions,
                        other than Financial Hardship distributions, and all
                        nontaxable loans under all plans maintained by the
                        Company or any Commonly Controlled Entity;

                  (3)   the Participant will be suspended from making Pre-Tax
                        Contributions, after-tax contributions, or elective
                        contributions subject to a cash or deferred arrangement
                        under the Plan (or under any other qualified or
                        nonqualified plan of deferred compensation maintained by
                        a Commonly Controlled Entity) for at least twelve (12)
                        months from the date the withdrawal is received; and

                  (4)   the Dollar Limit for the taxable year immediately
                        following the taxable year in which the Financial
                        Hardship withdrawal is received shall be reduced by the
                        Elective Deferrals for the taxable year in which the
                        Financial Hardship withdrawal is received.

            (d) Contribution Account Sources for Withdrawal. All available
      amounts must first be withdrawn from a Participant's Post-Tax Account. The
      remaining withdrawal amount shall come only from his or her Accounts in
      the following priority order:

                        Pre-Tax Account attributable to amounts received from a
                              merged plan
                        Rollover Account
                        Brenco Retirement Account
                        Pre-Tax Account attributable to unmatched Pre-Tax
                              Contributions
                        Pre-Tax Account attributable to matched Pre-Tax
                              Contributions.

      The amount that may be withdrawn from a Participant's Account shall not
      include any of the following amounts posted to his Account after the end
      of the Plan Year which ends before July 1, 1989:

                        Special Contributions
                        Qualified Matching Contributions
                        Earnings on the Pre-Tax Account
                        Earnings on a Special Account.


                                     - 40 -
<PAGE>

      10.2 Rollover Account Withdrawals.

            (a) Amount Permitted. A Participant may withdraw up to the entire
      balance from his or her Rollover Account for any reason. There is no
      hardship requirement.

            (b) Permitted Frequency. There is no restriction on the number of
      times a Participant may withdraw from this Account.

      10.3 Withdrawals for Participants over Age 59 1/2.

            (a) Requirements. A Participant who is over age 59 1/2 may withdraw
      from the vested portion of his or her Contribution Accounts listed in
      paragraph (b) below.

            (b) Contribution Account Sources for Withdrawal. When requesting a
      withdrawal, a Participant shall first choose whether or not to have
      amounts taken from his or her Post-Tax Account. Any remaining withdrawal
      amount shall come only from his or her Accounts, in the following priority
      order of Contribution Accounts:

                        Employer Account attributable to amounts received from a
                              merged plan
                        Pre-Tax Account attributable to amounts received from a
                              merged plan
                        Brenco Money Purchase Pension Account (but only on or
                              after age 62)
                        Brenco Retirement Account
                        Rollover Account
                        Matching Account
                        Pre-Tax Account attributable to unmatched Pre-Tax
                              Contributions
                        Pre-Tax Account attributable to matched Pre-Tax
                              Contributions
                        Special Account
                        Brenco Employer Account
                        Employer Account.

            (c) Permitted Frequency. The maximum number of withdrawals permitted
      from these Accounts after age 59 1/2 is one (1).


                                     - 41 -
<PAGE>

      10.4 Withdrawal Processing.

            (a) Minimum Amount. The minimum amount for any type of withdrawal is
      $100.

            (b) Application by Participant. A Participant must apply for a
      withdrawal pursuant to procedures specified by the Committee for any type
      of withdrawal. Only a Participant who is an Employee may make a withdrawal
      request.

            (c) Approval by Committee. The Committee is responsible for
      determining that a withdrawal request conforms to the requirements
      described in this Section and notifying the Custodian of any payments to
      be made in a timely manner.

            (d) Time of Processing. The Custodian shall process all withdrawal
      requests which it receives by a Sweep Date, based on the value as of the
      Trade Date to which it relates, and fund them on the next Settlement Date.
      The Custodian shall then make payment to the Participant as soon
      thereafter as is administratively feasible.

            (e) Medium and Form of Payment. The medium of payment for
      withdrawals is cash or Direct Rollover. The form of payment for
      withdrawals shall be a single installment (except to the extent of an
      Account which includes a transfer from the National Metalwares Profit
      Sharing Plan and Trust, the Precision Scientific 401(k) Tax Deferred
      Savings Plan, the Precision Scientific Profit Sharing Plan, the
      Consolidated Metco Profit Sharing and Retirement Savings Plan or the
      Brenco Supplemental Pension Plan, in which case Section 11.7 shall apply).

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

            (g) Direct Rollover. With respect to any payment hereunder which
      constitutes an Eligible Rollover Distribution, a Distributee may direct
      the Committee to have all or some portion of such payment (other than from
      a Post-Tax Account) paid in the form of a Trustee Transfer, in accordance
      with procedures established by the Committee, provided the Committee
      receives written notice of such direction with specific instructions as to
      the Eligible Retirement Plan on or prior to the applicable Sweep Date for
      payment.


                                     - 42 -
<PAGE>

ARTICLE XI
--------------------------------------------------------------------------------

                           DISTRIBUTIONS ON AND AFTER
                            TERMINATION OF EMPLOYMENT

      11.1 Request for Distribution of Benefits.

            (a) Request for Distribution. Subject to the other requirements of
      this Article, a Participant may elect to have his or her vested Accrued
      Benefit paid to him or her beginning upon any Settlement Date following
      his or her Termination of Employment pursuant to procedures specified by
      the Committee. Such election form shall include or be accompanied by a
      notice which provides the Participant with information regarding all
      optional times and forms of payment available. The election must be
      submitted to the Committee by the Sweep Date that relates to the Payment
      Date.

            (b) Failure to Request Distribution. If a Participant has a
      Termination of Employment and fails to make a request for distribution by
      the last Payment Date permitted under this Article, his or her vested
      Accrued Benefit shall be valued as of the Valuation Date which immediately
      precedes such latest date of distribution (called the "Default Valuation
      Date") and a notice of such deemed distribution shall be issued to his or
      her last known address as soon as administratively possible. If the
      Participant does not respond to the notice or cannot be located, his or
      her vested Accrued Benefit determined on the Default Valuation Date shall
      be treated as a Forfeiture. If the Participant subsequently files a claim,
      the amount forfeited (unadjusted for gains and losses) shall be reinstated
      to his or her Accounts and distributed as soon as administratively
      feasible, and such payment shall be accounted for by charging it against
      the Forfeiture Account or by a contribution from the Employer of the
      affected Participant.


                                     - 43 -
<PAGE>

      11.2 Deadline for Distribution. In addition to any other Plan requirements
and unless the Participant elects otherwise, or cannot be located, the Payment
Date of a Participant's vested Accrued Benefit shall be not later than sixty
(60) days after the latest of the close of the Plan Year in which (i) the
Participant attains the earlier of age sixty-five (65) or his or her Normal
Retirement Date, (ii) occurs the tenth (10th) anniversary of the Plan Year in
which the Participant commenced participation, or (iii) the Participant had a
Termination of Employment. However, if the amount of the payment or the location
of the Participant (after a reasonable search) cannot be ascertained by that
deadline, payment shall be made no later than 60 days after the earliest date on
which such amount or location is ascertained. In any case, the Payment Date of
the vested Accrued Benefit for a Participant who has had a Termination of
Employment shall begin no later than the later of: (i) the Participant's
attainment of age sixty-five (65) and (ii) the Participant's Termination of
Employment. A Participant that has not had a Termination of Employment may elect
to have his or her Payment Date begin as early as the April 1 following the
calendar year in which the Participant attains age 70 1/2. Any payment made
pursuant to the preceding sentence shall be made in single annual payments in
such amounts as may be chosen by the Participant. Notwithstanding anything in
the Plan to the contrary, the initial Payment Date of any Participant who is a
five percent (5%) owner (within the meaning of Section 416 of the Code) during
the Plan Year in which the Participant turns age 70 1/2, shall not be later than
the April 1 following the close of said Plan Year, regardless of whether the
Participant has had a Termination of Employment. Payments made pursuant to the
preceding sentence while the Participant is still an Employee may be limited to
the minimum amount required under Section 401(a)(9) or such greater amount as
shall be elected by the Participant. All distributions under this Section 11.2
shall comply with the requirements of Section 401(a)(9) of the Code and the
Treasury Regulations promulgated thereunder.

      11.3 Payment Form and Medium. A Participant's vested Accrued Benefit shall
be paid in the form of a lump sum or periodic installments as selected by the
Participant. As to Participants whose Accounts include a transfer from the
National Metalwares Profit Sharing Plan and Trust, the Precision Scientific
Profit Sharing Plan or the Freightliner portion of the Consolidated Metco Profit
Sharing and Retirement Savings Plan, available forms of payment with respect to
such amounts shall also include a single or joint life annuity, as selected by
the Participant. For Participants who were participants in the Brenco
Supplemental Pension Plan prior to August 1, 1994, such amounts shall also
include a single or joint life annuity. All payments will be made in cash
(generally by check) and shall be subject to Section 11.7.

      11.4 Small Amounts Paid Immediately. If a Participant has a Termination of
Employment and the Participant's vested Accrued Benefit is $5,000 or less, the
Participant's Accrued Benefit shall be paid as a single lump sum as soon as


                                     - 44 -
<PAGE>

administratively feasible after his Termination of Employment.

      11.5 Payment Within Life Expectancy. The Participant's payment election
must be consistent with the requirement of Code Section 401(a)(9) that all
payments are to be completed within a period not to exceed the lives or the
joint and last survivor life expectancy of the Participant and his or her
Beneficiary. The life expectancies of a Participant and his or her spouse may
not be recomputed annually.

      11.6 Incidental Benefit Rule. The Participant's payment election must be
consistent with the requirement that, if the Participant's Spouse is not his or
her sole primary Beneficiary, the minimum annual distribution for each calendar
year, beginning with the year in which he or she attains age seventy and
one-half (70 1/2), shall not be less than the quotient obtained by dividing (a)
the Participant's vested Accrued Benefit as of the last Trade Date of the
preceding year by (b) the applicable divisor as determined under the incidental
benefit requirements of Code Section 401(a)(9).

      11.7 QJSA and QPSA Information and Elections. The following information
and election rules shall apply to a Participant's Brenco Money Purchase Pension
Account and to any Participant who elects an annuity option, but only to the
extent such Participant's Accounts include a transfer from the National
Metalwares Profit Sharing Plan and Trust, the Precision Scientific Profit
Sharing Plan or the Freightliner portion of the Consolidated Metco Profit
Sharing and Retirement Savings Plan or to the extent the Participant was a
participant in the Brenco Supplemental Pension Plan prior to August 1, 1994:

            (a) "QJSA". A qualified joint and fifty percent (50%) survivor
      annuity, meaning a form of benefit payment which is the actuarial
      equivalent of the applicable portion of the Participant's vested Accrued
      Benefit at the Payment Date, payable to the Participant in monthly
      payments for life and providing that, if the Participant's Spouse survives
      him or her, monthly payments equal to fifty percent (50%) of the amount
      payable to the Participant during his lifetime will be paid to the Spouse
      for the remainder of such person's lifetime.

            (b) "QPSA". A qualified pre-retirement survivor annuity, meaning
      that upon the death of a Participant before the Payment Date of the
      applicable portion of his vested Accrued Benefit, such benefit will become
      payable to the surviving Spouse as a life annuity, unless Spousal Consent
      has been given to a different Beneficiary or the surviving Spouse chooses
      a different form of payment.

            (c) QJSA Information to a Participant. No more than ninety (90)


                                     - 45 -
<PAGE>

      nor less than thirty (30) days before the Payment Date, each Participant
      who has a Spouse and requests an annuity form of payment shall be given a
      written explanation of (1) the terms and conditions of the QJSA which
      apply to his annuity; (2) the right to make an election to waive this form
      of payment and choose an optional form of payment and the effect of this
      election; (3) the right to revoke this election and the effect of this
      revocation; and (4) the need for Spousal Consent.

            (d) QJSA Election. A Participant may elect (and such election shall
      include Spousal Consent if married), at any time within the ninety (90)
      day period ending on the Payment Date, and for at least thirty (30) days
      after the Participant receives the information described in Section
      11.7(c) above, (or at such other times determined under uniform and
      nondiscriminatory rules as the Committee shall permit and in accordance
      with applicable regulations and rulings of the Secretary of the Treasury),
      to (1) waive the right to receive the QJSA and elect an optional form of
      payment; or (2) revoke or change any such election; however, the
      Participant (and Participant's Spouse, if applicable) may waive the thirty
      (30) day waiting period described in this Section 11.7(d) provided that,
      if such waiting period is waived, distributions under the Plan shall
      commence more than seven (7) days after the information is provided to the
      Participant.

            (e) QJSA Spousal Consent to Participant Loans. Spousal Consent must
      be obtained for any Participant loan which is funded from any amount to
      which the election in paragraph (d) above applies within the ninety (90)
      day period ending on the date such loan is secured.

            (f) QJSA Spousal Consent to Participant In-Service Withdrawals.
      Spousal Consent must be obtained for any Participant in-service withdrawal
      which is funded from any amount to which the election in paragraph (d)
      above applies within the ninety (90) day period ending on the date of such
      in-service withdrawal.

            (g) QPSA Beneficiary Information to Participant. Each married
      Participant who has requested a life annuity form of payment shall be
      given written information stating that (1) his death benefit is payable to
      his surviving Spouse; (2) his ability to choose that the benefit be paid
      to a different Beneficiary; (3) the right to revoke or change a prior
      designation and the effects of such revocation or change; and (4) the need
      for Spousal Consent. Such information shall be provided during whichever
      of the following periods ends later:

                  (1)   the period that begins one year before the date on which


                                     - 46 -
<PAGE>

                        the Participant requests a life annuity form of payment
                        and that ends one year after such date; and

                  (2)   the period that begins with the first day of the Plan
                        Year in which the Participant attains age thirty-two
                        (32) and that ends with the close of the Plan Year in
                        which the Participant attains age thirty-five (35).

      Notwithstanding the foregoing, if the Participant incurs a Termination of
      Employment after requesting a life annuity form of payment, but before
      attaining age thirty-five (35), the information described in the first
      sentence of this Subsection shall be provided during the period that
      begins one year before the date of the Participant's Termination of
      Employment and that ends one year after such date.

            (h) QPSA Beneficiary Designation by Participant. A married
      Participant may designate (with Spousal Consent) a non-spouse Beneficiary
      at any time after the Participant has been given the information in the
      QPSA Beneficiary Information to Participant paragraph above and upon the
      earlier of (1) the date the Participant incurs a Termination of
      Employment, or (2) the beginning of the Plan Year in which that
      Participant attains age 35.

      11.8 Continued Payment of Amounts in Payment Status on January 1, 1992.
Any person who became a Participant prior to January 1, 1992 only because he had
an Accrued Benefit and who had commenced to receive payments prior to January 1,
1992 shall continue to receive such payments in the same form and payment
schedule under this Plan.

      11.9 TEFRA Transitional Rule. Notwithstanding any other provisions of this
Plan, distribution on behalf of any Participant may be made in accordance with
the following requirements (regardless of when such distribution commences):

            (a) The distribution must have been one provided for in the National
      Metalwares Profit Sharing Plan and Trust, the Precision Scientific 401(k)
      Tax Deferred Savings Plan, the Precision Scientific Profit Sharing Plan,
      the Means Stamping Industries, Inc. Retirement Plan or the Consolidated
      Metco Profit Sharing and Retirement Savings Plan.

            (b) The distribution by the National Metalwares Profit Sharing Plan
      and Trust, the Precision Scientific 401(k) Tax Deferred Savings Plan, the
      Precision Scientific Profit Sharing Plan, the Means Stamping Industries,
      Inc. Retirement Plan or the Consolidated Metco Profit Sharing and
      Retirement Savings Plan is one which would not have disqualified the
      National Metalwares


                                     - 47 -
<PAGE>

      Profit Sharing Plan and Trust, the Precision Scientific 401(k) Tax
      Deferred Savings Plan, the Precision Scientific Profit Sharing Plan, the
      Means Stamping Industries, Inc. Retirement Plan or the Consolidated Metco
      Profit Sharing and Retirement Savings Plan under Code Section 401(a)(9) as
      in effect prior to amendment by TEFRA.

            (c) The distribution is in accordance with a method of distribution
      designated by the Participant whose interest is being distributed or, if
      the Participant is deceased, by a Beneficiary of such Participant.

            (d) Such designation was in writing, was signed by the Participant
      or the Beneficiary, and was made before January 1, 1984.

            (e) The Participant had accrued a benefit under the National
      Metalwares Profit Sharing Plan and Trust, the Precision Scientific 401(k)
      Tax Deferred Savings Plan, the Precision Scientific Profit Sharing Plan,
      the Means Stamping Industries, Inc. Retirement Plan or the Consolidated
      Metco Profit Sharing and Retirement Savings Plan as of December 31, 1983.

            (f) The method of distribution designated by the Participant or the
      Beneficiary specifies the time at which distribution will commence, the
      period over which distribution will be made, and in the case of any
      distribution upon the Participant's death, the Beneficiaries of the
      Participant listed in order of priority.

      11.10 Direct Rollover. With respect to any payment hereunder which
constitutes an Eligible Rollover Distribution, a Participant may direct the
Committee to have such payment (other than from a Post-Tax Account) paid in the
form of a Trustee Transfer, in accordance with procedures established by the
Committee, provided the Committee receives written notice of such direction with
specific instructions as to the Eligible Retirement Plan on or prior to the
applicable Sweep Date for payment.


                                     - 48 -
<PAGE>

ARTICLE XII
--------------------------------------------------------------------------------

                    DISTRIBUTION OF ACCRUED BENEFITS ON DEATH

      12.1 Payment to Beneficiary. On the death of a Participant prior to his or
Payment Date, his or her vested Accrued Benefit shall be paid to the Beneficiary
or Beneficiaries designated by the Participant in a beneficiary designation form
provided by the Committee. Death of a Participant on or after his or her Payment
Date shall result in payment to his or her Beneficiary of whatever death benefit
is provided by the form of payment in effect on his or her Payment Date.

      12.2 Beneficiary Designation. Each Participant shall complete a
beneficiary designation form indicating the Beneficiary who is to receive the
Participant's remaining Plan interest at the time of his or her death. The
Participant may change such designation of Beneficiary from time to time by
filing a new beneficiary designation form with the Committee. No designation of
Beneficiary or change of Beneficiary shall be effective until properly filed
with the Committee. Notwithstanding any designation to the contrary, the
Participant's Beneficiary shall be the Participant's Spouse to whom the
Participant is legally married under the laws of the State of the Participant's
residence on the date of the Participant's death and surviving him or her on
such date, unless such designation includes Spousal Consent. If the Participant
dies leaving no Spouse and either (1) the Participant shall have failed to file
a valid beneficiary designation form, or (2) all persons designated on the
beneficiary designation form shall have predeceased the Participant, the
Committee shall have the Custodian distribute such Participant's Accrued Benefit
in a single sum to his or her estate.

      12.3 Benefit Election.

            (a) Request for Distribution.

            In the event of a Participant's death prior to his or her Payment
      Date, a Beneficiary may elect to have the vested Accrued Benefit of a
      deceased Participant paid to him or her beginning upon any Settlement Date
      following the Participant's date of death by submitting a completed
      distribution election form to the Committee. The election must be
      submitted to the Committee by the Sweep Date that relates to the
      Settlement Date upon which payments are to begin.

            (b) Failure to Request Distribution. In the event a Beneficiary
      fails to submit a timely distribution request form, his or her vested
      Accrued Benefit shall be valued as of the Valuation Date which immediately
      precedes such latest date of distribution (called the "Default Valuation
      Date") and a notice of


                                     - 49 -
<PAGE>

      such deemed distribution shall be issued to his or her last known address
      as soon as administratively possible. If the Beneficiary does not respond
      to the notice or cannot be located, his or her vested Accrued Benefit
      determined on the Default Valuation Date shall be treated as a Forfeiture.
      If the Beneficiary subsequently files a claim, the amount forfeited
      (unadjusted for gains and losses) shall be reinstated to his or her
      Accounts and distributed as soon as administratively feasible, and such
      payment shall be accounted for by charging it against the Forfeiture or by
      a Contribution from the Employer of the affected Beneficiary.

      12.4 Payment Form. In the event of a Participant's death prior to his or
her Payment Date, a Beneficiary shall be limited to the same form of payment to
which the Participant was limited, unless the Participant has elected an annuity
form of payment which provides for a QPSA with respect to that portion of his
Account which is payable in an annuity form of payment. Payments will be made in
cash (generally by check).

      12.5 Time Limit for Payment to Beneficiary. Payment to a Beneficiary must
either:

            (a) be completed within five (5) years of the Participant's death;
      or

            (b) begin within one year of his or her death and be completed
      within the period of the Beneficiary's lifetime, except that:

                  (1)   If the Participant dies after the April 1 immediately
                        following the end of the calendar year in which he or
                        she attains age seventy and one-half (70 1/2), payment
                        to his or her Beneficiary must be made at least as
                        rapidly as provided in the Participant's distribution
                        election;

                  (2)   If the surviving Spouse is the Beneficiary, payments
                        need not begin until the date on which the Participant
                        would have attained age seventy and one-half (70 1/2)
                        and must be completed within the Spouse's lifetime; and

                  (3)   If the Participant and the surviving Spouse who is the
                        Beneficiary die (A) before the April 1 immediately
                        following the end of the calendar year in which the
                        Participant would have attained age seventy and one-half
                        (70 1/2); and (B) before payments have begun to the
                        Spouse, the Spouse will be treated as the Participant in
                        applying these rules.


                                     - 50 -
<PAGE>

      12.6 Direct Rollover. With respect to any payment hereunder which
constitutes an Eligible Rollover Distribution , a Distributee may direct the
Committee to have such payment (other than from a Post-Tax Account) paid in the
form of a Trustee Transfer, in accordance with the procedure established by the
Committee, provided the Committee receives written notice of such direction with
specific instructions as to the Eligible Retirement Plan on or prior to the
applicable Sweep Date for payment.

      12.7 QPSA Information and Election. The following information and election
rules shall apply to any Beneficiary of a Participant who dies prior to his or
her Payment Date after having elected an annuity option which provides for a
QPSA, but only to the extent his or her Account includes a transfer from the
National Metalwares Profit Sharing Plan and Trust, the Precision Scientific
Profit Sharing Plan or the Freightliner portion of the Consolidated Metco Profit
Sharing and Retirement Savings Plan:

            (a) Form of Payment. The applicable portion of the Participant's
      vested Accrued Benefit will be paid in the form of a QPSA.

            (b) QPSA Information to a Surviving Spouse. Each surviving Spouse
      who requests a life annuity form of payment shall be given a written
      explanation of (1) the terms and conditions of being paid the applicable
      portion of his or her vested Accrued Benefit in the form of a single life
      annuity, (2) the right to make an election to waive this form of payment
      and choose an optional form of payment and the effect of making this
      election, and (3) the right to revoke this election and the effect of this
      revocation.

            (c) QPSA Election by Surviving Spouse. A surviving Spouse may elect,
      at any time up to the Sweep Date associated with the Settlement Date upon
      which payments will begin, to (1) waive the single life annuity and elect
      an optional form of payment, or (2) revoke or change any such election.

      12.8 Small Amounts Paid Immediately. If a Beneficiary's vested Accrued
Benefit is $5,000 or less, the Beneficiary's vested Accrued Benefit shall be
paid as a single lump sum as soon as administratively feasible.


                                     - 51 -
<PAGE>

ARTICLE XIII
--------------------------------------------------------------------------------

                              MAXIMUM CONTRIBUTIONS

      13.1 Definitions.

            (a) "Annual Additions" means with respect to a Participant for any
      Plan Year the sum of:

                  (1)   Contributions and Forfeitures (and any earnings thereon)
                        allocated as of a date within the Plan Year;

                  (2)   All contributions, forfeitures and suspended amounts
                        (and income thereon) for such Plan Year, allocated to
                        such Participant's account(s) under any Related Defined
                        Contribution Plan as of a date within such Plan Year;

                  (3)   The sum of all after-tax contributions of the
                        Participant to Related Plans for the Plan Year and
                        allocated to such Participant's accounts under such
                        Related Plan as of a date within such Plan Year
                        ("Aggregate Employee Contributions");

                  (4)   Solely for purposes of this Section, all contributions
                        to any "separate account" (as defined in Section 419A(d)
                        of the Code) allocated to such Participant as of a date
                        within the Plan Year if such Participant is a "Key
                        Employee" within the meaning of Code Section 416(i); and

                  (5)   Solely for purposes of this Section, all contributions
                        to any "individual medical benefit account" (as defined
                        in Section 415(l) of the Code) allocated to such
                        Participant as of a date within the Plan Year.

            (b) "Maximum Annual Additions" of a Participant for a Plan Year
      means the lesser of:

                  (1)   twenty-five percent (25%) of the Participant's
                        Compensation, or

                  (2)   the greater of thirty thousand dollars ($30,000) or
                        one-quarter of the dollar limitation in Code Section
                        415(b)(1)(A) as adjusted for cost of living increases


                                     - 52 -
<PAGE>

                        (determined in accordance with regulations prescribed by
                        the Secretary of the Treasury or his or her delegate
                        pursuant to the provisions of Section 415(d) of the
                        Code).

            (c) "Annual Excess" means, for each Participant affected, the amount
      by which the allocable Annual Additions for such Participant exceeds or
      would exceed the Maximum Annual Addition for such Participant.

      13.2 Avoiding an Annual Excess. Notwithstanding any other provision of
this Plan, a Participant's "Annual Additions" for any Plan Year, which is hereby
designated as the "limitation year" for the Plan, as that term is used in
Section 415 of the Code, shall not exceed his or her "Maximum Annual Additions."
If, at any time during a Plan Year, the allocation of additional Contributions
for a Plan Year would produce an Annual Excess, the affected Participant shall
receive the Maximum Annual Addition from Contributions, and, at the direction of
the Committee, for the remainder of the Plan Year Contributions will be reduced,
if possible, to the amount needed for each affected Participant to receive the
Maximum Annual Addition.

      13.3 Correcting an Annual Excess. If for any Plan Year as a result of a
reasonable error in estimating a person's Compensation, Elective Deferrals, or
such other facts and circumstances which the Internal Revenue Service will
permit, a Participant's Annual Excess shall be treated in the following manner:

            (a) Aggregate Employee Contributions allocable under a Related Plan
      shall be distributed to the Participant, if permitted, by the amount of
      the Annual Excess.

            (b) If any Annual Excess remains, Pre-Tax Contributions shall be
      distributed to such Participant.

            (c) If any Annual Excess (adjusted for investment gains and losses)
      remains, Contributions shall be a Forfeiture for such Participant in the
      following order:

                  (1) Matching Contributions; and

                  (2) Profit Sharing Contributions.

            (d) Any Forfeiture of a Participant's allocations of Contributions
      under subparagraph (c) above shall be held in the Forfeiture Account and
      shall be used for the Plan Year to reduce or applied as Contributions. If
      any such amount remains in the Forfeiture Account, it shall again be held
      in suspense in


                                     - 53 -
<PAGE>

      the Forfeiture Account and be utilized to reduce future Contributions
      for succeeding Plan Years.

            (e) Any amounts held in suspense in the Forfeiture Account pursuant
      to Paragraph (d) above remaining upon Plan termination shall be returned
      to the Employers in such proportions as shall be determined by the
      Committee.

      13.4 Correcting a Multiple Plan Excess. If a Participant's Accounts have
or would have an Annual Excess, the Annual Excess shall be corrected by reducing
the Annual Addition to this Plan before reductions have been made to other
Related Defined Contribution Plans.

      13.5 Two-Plan Limit. Prior to January 1, 2000, if a Participant
participates in any Related Defined Benefit Plan, the sum of the "Defined
Benefit Plan Fraction" (as defined below) and the "Defined Contribution Plan
Fraction" (as defined below) for such Participant shall not exceed one (called
the "Combined Fraction").

            (a) "Defined Benefit Plan Fraction" means, for any Plan Year, a
      fraction, the numerator of which is the projected benefit payable pursuant
      to Code Section 415(e)(2)(A) under all Related Defined Benefit Plans and
      the denominator of which is the lesser of: (i) the product of 1.25 and the
      dollar limit in effect for the Plan Year under Code Section 415(b)(1)(A),
      and (ii) the product of 1.4 and one hundred percent (100%) of the
      Participant's average Compensation for his or her high three (3) years.

            (b) "Defined Contribution Plan Fraction" means, for any Plan Year, a
      fraction, the numerator of which is the sum of the Annual Additions (as
      determined pursuant to Section 415(c) of the Code in effect for such Plan
      Year) to a Participant's Accounts as of the end of the Plan Year under the
      Plan or any Related Defined Contribution Plan, and the denominator of
      which is the lesser of:

                  (1)   The sum of the products of 1.25 and the dollar limit
                        under Code Section 415(c)(1)(A) for such Plan Year and
                        for each prior year of service with a Commonly
                        Controlled Entity and its predecessor, and


                                     - 54 -
<PAGE>

                  (2)   the sum of the products of 1.4 and twenty-five percent
                        (25%) of the Participant's Compensation for such Plan
                        Year and for each prior year of service with a Commonly
                        Controlled Entity and its predecessor.

      If the Combined Fraction of such Participant exceeds one and if the
      Related Defined Benefit Plan permits it, the Participant's Defined Benefit
      Plan Fraction shall be reduced by limiting the Participant's annual
      benefits payable from the Related Defined Benefit Plan in which he or she
      participates to the extent necessary to reduce the Combined Fraction of
      such Participant to one.

      13.6 Short Plan Year. With respect to any change of the Plan Year (and
co-existent limitation year), the dollar limitation of the Maximum Annual
Addition for such Plan Year shall be determined by multiplying such dollar
amount by a fraction, the numerator of which is the number of months (including
fractional parts of a month) in the short Plan Year, and the denominator of
which is twelve (12).

      13.7 Grandfathering of Applicable Limitations. The Plan shall recognize
and apply any grandfathering of applicable benefits and contributions
limitations which are permitted under ERISA, the Tax Equity and Fiscal
Responsibility Act of 1982 and the Tax Reform Act of 1986.


                                     - 55 -
<PAGE>

ARTICLE XIV
--------------------------------------------------------------------------------

                                ADP AND ACP TESTS

      14.1 Contribution Limitation Definitions. For purposes of this Article,
the following terms are defined as follows:

            (a) "Average Contribution Percentage" or "ACP" means, separately,
      the average of the Calculated Percentage for Participants within the HCE
      Group and the NHCE Group, respectively, for a Plan Year.

            (b) "Average Deferral Percentage" or "ADP" means, separately, the
      average of the Calculated Percentage calculated for Participants within
      the HCE Group and the NHCE Group, respectively, for a Plan Year.

            (c) "Calculated Percentage" means the calculated percentage for a
      Participant. The calculated percentage refers to either the
      K-Contributions (including amounts distributed because they exceeded the
      Contribution Dollar Limit) with respect to Compensation which would have
      been received by the Participant in the Plan Year but for his or her
      Contribution Election, or M-Contributions allocated to the Participant's
      Account as of a date within the Plan Year, divided by his or her
      Compensation for such Plan Year.

            (d) "M-Contributions" shall include Matching Contributions
      (excluding Qualified Matching Contributions). In addition, M-Contributions
      may include Pre-Tax Contributions and Special Contributions treated as
      Matching Contributions, but only to the extent that (1) the Committee
      elects to use them; and (2) they meet the requirements of Code Section
      401(m) to be regarded as Matching Contributions. M-Contributions shall not
      include Matching Contributions which become a Forfeiture because the
      Contribution to which it relates is in excess of the ADP Test, ACP Test or
      the Contribution Dollar Limit.

            (e) "K-Contributions" shall include Pre-Tax Contributions (excluding
      Pre-Tax Contributions treated as Matching Contributions), but shall
      exclude Limited Deferrals to this Plan made on behalf of any NHCE in
      excess of the Contribution Dollar Limit. In addition, Deferrals may
      include Qualified Matching Contributions and Special Contributions, but
      only to the extent that (1) the Committee elects to use them and (2) they
      meet the requirements of Code Section 401(k) to be regarded as elective
      contributions.

            (f) "HCE Group" and "NHCE Group" means, with respect to each
      Employer and its Commonly Controlled Entities, the respective group of
      HCEs


                                     - 56 -
<PAGE>

      and NHCEs who are eligible to have amounts contributed on their behalf for
      the Plan Year, including Employees who would be eligible but for their
      election not to participate or to contribute, or because their pay is
      greater than zero but does not exceed a stated minimum, but subject to the
      following:

                  (1)   If the Related Plans are subject to the ADP or ACP Test,
                        and are considered as one plan for purposes of Code
                        Sections 401(a)(4) or 410(b) (other than 410(b)(2)), all
                        such plans shall be aggregated and treated as one plan
                        for purposes of meeting the ADP and ACP Tests provided
                        that, for Plan Years beginning after December 31, 1989,
                        plans may only be aggregated if they have the same Plan
                        Year.

                  (2)   If an HCE is covered by more than one cash or deferred
                        arrangement maintained by the Related Plans, all such
                        arrangements (other than arrangements in plans that are
                        not required to be aggregated for this purpose under
                        Treas. Reg. ss.1.401(k)-1(g)(l)(ii)(B)) with respect to
                        the Plan Years ending with or within the same calendar
                        year shall be aggregated and treated as one arrangement
                        for purposes of calculating the separate percentage for
                        the HCE which is used in the determination of the
                        Average Percentage.

      14.2 ADP and ACP Tests. For each Plan Year, the ADP and ACP for the HCE
Group must meet either the Basic or Alternative Limitation when compared to the
respective ADP and ACP for the NHCE Group:

            (a) Basic Limitation. The ADP or ACP for the HCE Group may not
      exceed 1.25 times the ADP or ACP, respectively, for the NHCE Group.

            (b) Alternative Limitation. The ADP or ACP for the HCE Group is
      limited by reference to the ADP or ACP, respectively, for the NHCE Group
      as follows:


                                     - 57 -
<PAGE>

         If the NHCE Group                   Then the Maximum HCE
         Percentage is:                      Group Percentage is:
         --------------                      --------------------

         Less than 2%                        2 times ADP or ACP for the
                                             NHCE Group
         2% to 8%                            ADP or ACP for the NHCE Group
                                             plus 2%
         More than 8%                        Basic Limitation applies

      14.3 Correction of ADP and ACP Tests.

            (a) Reduction of K-Contributions or M-Contributions. If the ADP or
      ACP are not met or will not be met, the Committee shall determine a
      maximum dollar amount (in accordance with Sections 401(k)(8) and 401(m)(6)
      of the Code) for each HCE that would reduce the ADP or ACP of the HCE
      Group by a sufficient amount to meet the ADP and ACP Tests.

            (b) ADP Correction. Pre-Tax Contributions (including amounts
      previously refunded because they exceeded the Contribution Dollar Limit)
      shall be recharacterized by allocating such Pre-Tax Contributions to the
      Participant's Post-Tax Account within two and one-half months after the
      close of the Plan Year but not to exceed Ten Percent (10%) of his or her
      Compensation in an amount equal to the actual K-Contribution minus the
      maximum Pre-Tax Contribution (as determined under Section 14.4 herein) for
      each individual HCE. Matching Contributions with respect to such
      distributed Pre-Tax Contributions shall be forfeited (unless paid to the
      Participant due to an ACP Correction).

            (c) ACP Correction. Matching Contribution amounts in excess of the
      maximum percentage of an HCE's Compensation shall, by the end of the next
      Plan Year, be refunded to the Participant to the extent vested, and
      forfeited to the extent such amounts were not vested as of the end of the
      Plan Year being tested.

            (d) Investment Fund Sources. Once the amount of Pre-Tax and Matching
      Contributions to be refunded is determined, amounts shall then be taken by
      type of investment in direct proportion to the market value of the
      Participant's interest in each Investment Fund (which excludes Participant
      loans) as of the Trade Date as of which the correction is processed.

      14.4 Method of Calculation. Effective January 1, 1997, the Committee shall
determine the maximum permissible Pre-Tax Contribution (and corresponding


                                     - 58 -
<PAGE>

Matching Contribution) for HCEs by reducing the appropriate HCE's Pre-Tax
Contribution in the following manner until the ADP or ACP Test is satisfied:

            (a) The Pre-Tax Contribution of the HCE(s) with the greatest Pre-Tax
      Contribution shall be reduced by one dollar ($1.00) until it is equal to
      the dollar amount of the next greatest HCE Pre-Tax Contribution.

            (b) If more reduction is needed, the procedure in Paragraph (a)
      shall be repeated as needed.

      14.5 Multiple Use Test. If the Average Contribution Percentage and the
Average Deferral Percentage for the HCE Group exceeds the Basic Limitation in
both the ADP or the ACP Tests (after correction of the ADP and ACP Test), the
ADP and ACP (as corrected) for the HCE Group must also comply with the
requirements of Code Section 401(m)(9), which as of the Effective Date require
that the sum of these two percentages (as determined after any corrections
needed to meet the ADP or ACP Tests have been made) must not exceed the greater
of:

            (a) the sum of

                  (1)   the larger of the ADP or ACP for the NHCE Group times
                        1.25; and

                  (2)   the smaller of the ADP or ACP for the NHCE Group, times
                        two (2) if the NHCE Average Percentage is less than two
                        percent (2%), or plus two percent (2%) if it is two
                        percent (2%) or more; or

            (b) the sum of

                  (1)   the lesser of the ADP or ACP for the NHCE Group times
                        1.25; and

                  (2)   the greater of the ADP or ACP for the NHCE Group, times
                        two (2) if the NHCE Average Percentage is less than two
                        percent (2%), or plus two percent (2%) if it is two
                        percent (2%) or more.

      If the multiple use limit is exceeded, the Committee shall determine a
      maximum ADP or ACP for the HCE Group and shall reduce the ADP or ACP for
      each HCE in the same manner as would be used to correct to ADP or ACP.

      14.6 Adjustment for Investment Gain or Loss. The net investment gain or


                                     - 59 -
<PAGE>

loss associated with the K-Contributions and/or M-Contributions to be
distributed shall be distributed or charged against a distribution within two
and one-half (2 1/2) months but no later than twelve (12) months following the
close of the applicable Plan Year. Such gain or loss is calculated as follows:

                            Ex[G/(AB-G)]x(1+(10%xM))

   where:

      E  =  the total excess Deferrals or Contributions,

      G  =  the net gain or loss for the Plan Year from all of an HCE's
            affected Accounts,

      AB =  the total value of an HCE's affected Accounts, determined as of
            the end of the Plan Year being corrected,

      M  =  the number of full months from the Plan Year end to the date
            excess amounts are paid, plus one for the month during which payment
            is to be made if payment will occur after the fifteenth (15th) of
            the month.

      14.7 Required Records. The Committee shall maintain records which are
sufficient to demonstrate that the ADP, ACP and Multiple Use Test has been met
for each Plan Year for at least as long as the Employer's corresponding tax year
is open to audit.

      14.8 Incorporation by Reference. The provisions of this Section are
intended to satisfy the requirements of Code Sections 401(k)(3), (m)(2), (m)(9)
and Treas. Reg. ss. 1.401(k)-1(b), ss.1.401(m)-1(b) and ss.1.401(m)-2 and, to
the extent not otherwise stated in this Section, those Code Sections and
Treasury Regulations are incorporated herein by reference.

      14.9 Collectively Bargained Employees. The provisions of this Article
shall apply separately to Participants who are collectively bargained employees
within the meaning of Treas. Reg. ss. 1.410(b)-6(d)(2) and for Participants who
are not collectively bargained employees.


                                     - 60 -
<PAGE>

      14.10 QSLOB. The Committee in its sole discretion may apply the provisions
of this Article separately with respect to each qualified separate line of
business, as defined in Section 414(r) of the Code.


                                     - 61 -
<PAGE>

ARTICLE XV
--------------------------------------------------------------------------------

                             CUSTODIAL ARRANGEMENTS

      15.1 Custodial Agreement. The Committee may enter into one or more
Custodial Agreements to provide for the holding, investment and payment of Plan
assets, or direct by execution of an insurance contract that all or a specified
portion of the Plan's assets be held, invested and paid under such a contract.
All Custodial Agreements, as from time to time amended, shall continue in force
and shall be deemed to form a part of the Plan. Subject to the requirements of
the Code and ERISA, the Committee may cause assets of the Plan which are
securities to be held in the name of a nominee or in street name provided such
securities are held on behalf of the Plan by:

            (a) a bank or trust company that is subject to supervision by the
      United States or a State, or a nominee of such bank or trust company;

            (b) a broker or dealer registered under the Securities Exchange Act
      of 1934, or a nominee of such broker or dealer; or

            (c) a "clearing agency" as defined in Section 3(a)(23) of the
      Securities Exchange Act of 1934, or its nominee.

      15.2 Selection of Custodian. The Committee shall select, remove or replace
the Custodian in accordance with the Custodial Agreement. The subsequent
resignation or removal of a Custodian and the approval of its accounts shall all
be accomplished in the manner provided in the Custodial Agreement.

      15.3 Custodian's Duties. Except as provided in ERISA, the powers, duties
and responsibilities of the Custodian shall be as stated in the Custodial
Agreement, and unless expressly stated or delegated to the Custodian (with the
Custodian's acceptance), nothing contained in this Plan shall be deemed by
implication to impose any additional powers, duties or responsibilities upon the
Custodian. All Employer Contributions and Rollover Contributions shall be paid
into the Trust, and all benefits payable under the Plan shall be paid from the
Trust, except to the extent such amounts are paid to a Custodian other than the
Trustee. An Employer shall have no rights or claims of any nature in or to the
assets of the Plan except the right to require the Custodian to hold, use, apply
and pay such assets in its hands, in accordance with the directions of the
Committee, for the exclusive benefit of the Participants and their
Beneficiaries, except as hereinafter provided.

      15.4 Separate Entity. The Custodial Agreement under this Plan from its
inception shall be a separate entity aside and apart from Employers or their
assets,


                                     - 62 -
<PAGE>

and the corpus and income thereof shall in no event and in no manner whatsoever
be subject to the rights or claims of any creditor of any Employer.

      15.5 Plan Asset Valuation. As of each Valuation Date, the Fair Market
Value of the Plan's assets held or posted to an Investment Fund shall be
determined by the Committee or the Custodian, as appropriate.

      15.6 Right of Employers to Plan Assets. The Employers shall have no right
or claim of any nature in or to the assets of the Plan except the right to
require the Custodian to hold, use, apply, and pay such assets in its possession
in accordance with the Plan for the exclusive benefit of the Participants or
their Beneficiaries and for defraying the reasonable expenses of administering
the Plan; provided, that:

            (a) if the Plan receives an adverse determination with respect to
      its initial qualification under Sections 401(a), 401(k) and 401(m) of the
      Code, Contributions conditioned upon the qualification of the Plan shall
      be returned to the appropriate Employer within one (1) year of such denial
      of qualification; provided, that the application for determination of
      initial qualification is made by the time prescribed by law for filing the
      respective Employer's return for the taxable year in which the Plan is
      adopted, or by such later date as is prescribed by the Secretary of the
      Treasury under Section 403(c)(2)(B) of ERISA;

            (b) if, and to the extent that, deduction for a Contribution under
      Section 404 of the Code is disallowed, Contributions conditioned upon
      deductibility shall be returned to the appropriate Employer within one (1)
      year after the disallowance of the deduction;

            (c) if, and to the extent that, a Contribution is made through
      mistake of fact, such Contribution shall be returned to the appropriate
      Employer within one year of the payment of the Contribution; and

            (d) any amounts held suspended pursuant to the limitations of Code
      Section 415 shall be returned to the Employers upon termination of the
      Plan.

      All Contributions made hereunder are conditioned upon the Plan being
      qualified under Sections 401(a) or 401(k) and 401(m) of the Code and a
      deduction being allowed for such contributions under Section 404 of the
      Code. Pre-Tax Contributions returned to an Employer pursuant to this
      Section shall be paid to the Participant for whom contributed as soon as
      administratively convenient. If these provisions result in the return of
      Contributions after such amounts have been allocated to Accounts, such
      Accounts shall be reduced by the amount of the allocation attributable to
      such amount, adjusted for any losses or expenses.


                                     - 63 -
<PAGE>

ARTICLE XVI
--------------------------------------------------------------------------------

                    ADMINISTRATION AND INVESTMENT MANAGEMENT

      16.1 Authority and Responsibility of the Board of Directors. The Board of
Directors shall have overall responsibility for the establishment, amendment,
termination, administration and operation of the Plan, for the establishment of
a funding policy for the Plan, and for the investment of the Plan's assets.
There is hereby delegated to the Committee, as set forth in this Plan and to the
Investment Committee, as set forth in the Custodial Agreement, such
responsibilities as are designated in each document.

      16.2 Committee Membership. The Committee shall consist of not less than 3
persons, who shall be appointed by the Board of Directors of the Company. In the
absence of such appointment of the Committee, the Company will be the Committee.
Committee members shall remain in office at the will of the Board of Directors
and the Board of Directors may from time to time remove any of said members with
or without cause and shall appoint their successors.

      16.3 Committee Structure. Any individual may be a member of the Committee.
Any member of the Committee may resign by delivering his or her written
resignation to the Board of Directors, and such resignation shall become
effective upon the date specified therein. A member who is an Employee shall
automatically cease to be a member upon his or her Termination of Employment. In
the event of a vacancy in membership, the remaining members shall constitute the
Committee in question with full power to act until said vacancy is filled.

      16.4 Committee Actions. The Committee may act as follows:

            (a) The members of the Committee may act at a meeting (including a
      meeting at different locations by telephone conference) or in writing
      without a meeting (through the use of a single document or concurrent
      document).

            (b) Any Committee member by writing may delegate any or all of his
      or her rights, powers, duties and discretions to any other member with the
      consent of such other member.

            (c) The Committee shall act by majority decision, which action shall
      be effective as if such action had been taken by all members of the
      Committee; provided that by majority action one or more Committee members
      or other persons may be authorized to act with respect to particular
      matters on behalf of all Committee members.


                                     - 64 -
<PAGE>

            (d) Subject to applicable law, no member of the Committee shall be
      liable for an act or omission of the other Committee members in which the
      former had not concurred.

            (e) Any action by the Committee under this Plan shall be treated as
      an action of a Named Fiduciary under this Plan; provided that, where
      reference is made in this Plan (or where the Committee designates in
      writing) that the action is on behalf of the Employer, the Committee shall
      be acting as an agent of the Employer, pursuant to authority granted by
      the Employer.

      16.5 Compensation. The members of the Committee shall serve without
compensation for their services as such.

      16.6 Responsibility and Authority of the Committee Regarding
Administration of the Plan. The Committee on behalf of the Participants will
enforce the Plan in accordance with its respective terms and maintain the Plan
in the form of a written document as required by law and to maintain its
tax-exempt status under the Code. Unless otherwise specifically provided in the
Plan, the Committee shall have full and complete authority, responsibility and
control over the management, administration, and operation of the Plan,
including, but not limited to, the authority and discretion to:

            (a) formulate, adopt, issue and apply procedures and rules and
      change, alter or amend such procedures and rules in accordance with law
      and as may be consistent with the terms of the Plan;

            (b) exercise such discretion as may be required to construe and
      apply the provisions of the Plan, subject only to the terms and conditions
      of the Plan;

            (c) appoint and compensate such agents and other specialists
      (including attorneys, actuaries and accountants) to aid it in the
      administration of the Plan, and arrange for such clerical, accounting,
      legal or other services, as the Committee considers necessary or
      appropriate in carrying out the provisions of the Plan;

            (d) appoint and compensate an independent outside accountant to
      conduct such audits of the financial statements of the Plan as the
      Committee considers necessary or appropriate;

            (e) delegate to the Custodian any tax withholding or tax reporting
      obligations it may have under law;


                                     - 65 -
<PAGE>

            (f) be the agent for service of legal process;

            (g) determine the Accounting Periods, Change Date, Notice Date and
      Sweep Date for various transactions;

            (h) exercise authority regarding the creation, cancellation or
      change of an Investment Fund; and

            (i) take all necessary and proper acts as are required for the
      Committee to fulfill its duties and obligations under the Plan.

      16.7 Allocations and Delegations of Responsibility.

            (a) Delegations. Each Named Fiduciary, respectively, shall have the
      authority to delegate, from time to time, all or any part of its
      responsibilities under the Plan to such person or persons as it may deem
      advisable and to revoke any such delegation of responsibility. Any action
      of the delegate in the exercise of such delegated responsibilities shall
      have the same force and effect for all purposes hereunder as if such
      action had been taken by the Named Fiduciary. Any Named Fiduciary shall
      not be liable for any acts or omissions of any such delegate. The delegate
      shall report periodically to the Named Fiduciary, as applicable,
      concerning the discharge of the delegated responsibilities.

            (b) Allocations. Each Named Fiduciary, respectively, shall have the
      authority to allocate, from time to time, all or any part of its
      responsibilities under the Plan to one or more of its members as it may
      deem advisable, and to revoke such allocation of responsibilities. Any
      action of the member to whom responsibilities are allocated in the
      exercise of such allocated responsibilities shall have the same force and
      effect for all purposes hereunder as if such action had been taken by the
      Named Fiduciary. Any Named Fiduciary shall not be liable for any acts or
      omissions of such member. The member to whom responsibilities have been
      allocated shall report periodically to the Named Fiduciary, as applicable,
      concerning the discharge of the allocated responsibilities.

            (c) Limit on Liability. Fiduciary duties and responsibilities which
      have been allocated or delegated pursuant to the terms of the Plan or the
      Trust, are intended to limit the liability of each Named Fiduciary, as
      appropriate, in accordance with the provisions of Section 405(c)(2) of
      ERISA.

      16.8 Committee Bonding. The members of the Committee shall serve without
bond (except as otherwise required by federal law).


                                     - 66 -
<PAGE>

      16.9 Information to be Supplied by Employer. Each Employer shall supply to
the Committee, within a reasonable time of its request, the names of all
Employees, their age, their date of hire, and the amount of Compensation paid to
each Employee, the names and dates of all Employees who incurred a Termination
of Employment during the Plan Year, and the Hours of Service earned by each
Employee during the Plan Year. Each Employer shall provide to the Committee or
its delegate such other information as it shall from time to time need in the
discharge of its duties. The Committee may rely conclusively on the information
certified to it by an Employer.

      16.10 Records. The regularly kept records of the Committee (or, where
applicable, the Custodian) and any Employer shall be conclusive evidence of the
Accrued Benefit of a Participant, his or her Compensation, his or her age, his
or her status as an Eligible Employee, and all other matters contained therein
applicable to this Plan; provided that a Participant may request a correction in
the record of his or her age at any time prior to retirement, and such
correction shall be made if within ninety (90) days after such request he or she
furnishes in support thereof a birth certificate, baptismal certificate, or
other documentary proof of age satisfactory to the Committee.

      16.11 Plan Expenses. All expenses of the Plan shall be paid by the Trust
except to the extent paid by the Employers, and if paid by the Employers such
Employers may seek reimbursement of such expenses from the Trust and the Trust
shall reimburse the Employers if not prohibited by ERISA. If borne by the
Employers, expenses of administering the Plan shall be borne by the Employers in
such proportions as the Committee shall determine.

      16.12 Fiduciary Capacity. Any person or group of persons may serve in more
than one fiduciary capacity with respect to the Plan.

      16.13 Employer's Agent. The Committee shall act as agent for each Employer
in the administration of the Plan and the investment of the Plan's assets and
the Company shall act as agent for each Employer in amending or terminating the
Plan.

      16.14 Plan Administrator. The Committee may appoint a plan administrator
who may (but need not) be a member of the Committee; and in the absence of such
appointment, the Committee shall be the plan administrator.

      16.15 Appointment of Record-Keeper. The plan administrator has
responsibility for the maintenance of the records of the Participants' Accounts
in accordance with the terms of the Plan. Such records shall include
year-to-date and life-to-date Contributions under the Plan (adjusted for gains,
losses and distributions)


                                     - 67 -
<PAGE>

allocated to each Participant's Accounts and such other information, including
such information as the Committee or plan administrator require to satisfy their
reporting and disclosure obligations under ERISA and the Code. The plan
administrator also has responsibility for preparation and issuance of any and
all reports required by the Code with respect to distributions under the Plan
and the responsibility with respect to the withholding of any amounts required
by the Code to be withheld at the source and to transmit funds withheld and any
and all necessary reports with respect to such withholding to the Internal
Revenue Service.

      16.16 Plan Administrator Duties and Authority. Except to the extent that
certain responsibilities may be reserved by the Committee to itself or delegated
to other fiduciaries, the plan administrator shall perform all such duties as
are necessary to operate, administer and manage the Plan in accordance with the
terms thereof, including but not limited to the following:

            (a) to determine all questions relating to a Participant's
      eligibility for participation and benefits under the Plan and to finally
      resolve, in the exercise of its full and complete discretionary authority,
      any issues presented through the Plan claims procedure (and any final
      determination of the Committee shall not be subject to de novo review if
      challenged in court and shall not be overturned unless proven to be
      arbitrary and capricious upon the evidence considered by the Committee at
      the time of its decision);

            (b) to provide each Participant with a summary plan description no
      later than 90 days after he or she has become a Participant (or such other
      period permitted under ERISA Section 104(b)(1)), as well as informing each
      Participant of any material modification to the Plan in a timely manner;

            (c) to make appropriate determinations as to allocations of
      Contributions and the application of Forfeitures; and to make appropriate
      determination as to whether Rollover Contributions constitute such;

            (d) to interpret and construe the provisions of the Plan, to make
      regulations and settle disputes within limits which are not inconsistent
      with the terms thereof;

            (e) where applicable, to provide each Participant or his Spouse with
      QJSA and QPSA information;

            (f) to adopt and prescribe the use of necessary forms and procedures
      for giving instructions to the Committee, a Named Fiduciary or the
      Trustee;


                                     - 68 -
<PAGE>

            (g) to prepare and file reports, notices, and any other documents
      relating to the Plan which may be required by the Secretary of Labor, the
      Secretary of the Treasury or any other governmental department or agency,
      including, without limitation, those relating to a Participant's service,
      accrued benefits, the percentage of such benefits which are
      nonforfeitable, the date after which benefits are nonforfeitable even if
      the Participant dies and annual registrations;

            (h) to prepare and distribute to Participants all communication
      materials required by ERISA;

            (i) to compute and certify to the Custodian the amount and kind of
      benefits payable to or withdrawn from Participants and Beneficiaries and
      the date of payment, including withdrawals; and to prescribe procedures to
      be followed by Participants and Beneficiaries in claiming benefits;

            (j) to keep records relating to Participants and other matters
      applicable to this Plan, provided that the Committee and the Custodian
      may, by a separate written agreement, require that the Custodian keep such
      records;

            (k) to respond to a QDRO;

            (l) to instruct the Custodian as to Participants' and Beneficiaries'
      Investment Elections and Conversion Elections;

            (m) to make available for inspection and to provide upon request at
      such charge as may be permitted and determined by the Committee, documents
      and instruments required to be disclosed by ERISA;

            (n) to make a determination of whether a Participant is suffering a
      deemed or demonstrated financial need and whether a withdrawal from this
      Plan is deemed or demonstrated necessary to satisfy such financial need,
      provided, however, in making such determination, the plan administrator
      may rely, if reasonable to do so, upon representations made by such
      Participant in connection with his or her request for a withdrawal;

            (o) to take such actions as are necessary to establish and maintain
      in full and timely compliance with any law or regulation having pertinence
      to this Plan; and

            (p) to have reasonable powers necessary or appropriate to accomplish
      its duties as plan administrator, including delegation to,


                                     - 69 -
<PAGE>

      employment of, or contracting for the services of others to assist in
      performing its duties.

      16.17 Committee Decisions Final. The decision of the Committee in matters
within its jurisdiction shall be final, binding, and conclusive upon the
Employers and the Custodian and upon each Employee, Participant, Spouse,
Beneficiary, and every other person or party interested or concerned.


                                     - 70 -
<PAGE>

ARTICLE XVII
--------------------------------------------------------------------------------

                                CLAIMS PROCEDURE

      17.1 Initial Claim for Benefits. Each person entitled to benefits under
this Plan (a "Claimant") must sign and submit his or her claim for benefits to
the Committee or its agent in writing in such form as is provided or approved by
such Committee. A Claimant shall have no right to seek review of a denial of
benefits, or to bring any action in any court to enforce a claim for benefits
prior to his or her filing a claim for benefits and exhausting his or her rights
under this Section. When a claim for benefits has been filed properly, such
claim for benefits shall be evaluated and the Claimant shall be notified by the
Committee or agent of its approval or denial within ninety (90) days after the
receipt of such claim unless special circumstances require an extension of time
for processing the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished to the Claimant by
the Committee or agent prior to the termination of the initial ninety (90) day
period which shall specify the special circumstances requiring an extension and
the date by which a final decision will be reached (which date shall not be
later than one hundred eighty (180) days after the date on which the claim was
filed). A Claimant shall be given a written notice in which the Claimant shall
be advised as to whether the claim is granted or denied, in whole or in part. If
a claim is denied, in whole or in part, the Claimant shall be given written
notice which shall contain (1) the specific reasons for the denial, (2)
references to pertinent Plan provisions upon which the denial is based, (3) a
description of any additional material or information necessary to perfect the
claim and an explanation of why such material or information is necessary, and
(4) the Claimant's rights to seek review of the denial.

      17.2 Review of Claim Denial. If a claim is denied, in whole or in part (or
if within the time periods prescribed for in the initial claim, the Committee or
agent has not furnished the Claimant with a denial and the claim is therefore
deemed denied), the Claimant shall have the right to request that the Committee
review the denial, provided that the Claimant files a written request for review
with the Committee within sixty (60) days after the date on which the Claimant
received written notification of the denial. A Claimant (or his or her duly
authorized representative) may review pertinent documents and submit issues and
comments in writing to the Committee. Within sixty (60) days after a request for
review is received, the review shall be made and the Claimant shall be advised
in writing by the Committee of the decision on review, unless special
circumstances require an extension of time for processing the review, in which
case the Claimant shall be given a written notification by the Committee within
such initial sixty (60) day period specifying the reasons for the extension and
when such review shall be completed (provided that such review shall be
completed within one hundred and twenty (120) days after the date on which the
request for review was filed). The decision on review shall be


                                     - 71 -
<PAGE>

forwarded to the Claimant by the Committee in writing and shall include specific
reasons for the decision and references to Plan provisions upon which the
decision is based. A decision on review shall be final and binding on all
persons for all purposes. If a Claimant shall fail to file a request for review
in accordance with the procedures described in this Section, such Claimant shall
have no right to review and shall have no right to bring action in any court and
the denial of the claim shall become final and binding on all persons for all
purposes.


                                     - 72 -
<PAGE>

ARTICLE XVIII
--------------------------------------------------------------------------------

                        ADOPTION AND WITHDRAWAL FROM PLAN

      18.1 Procedure for Adoption. Any Commonly Controlled Entity may by
resolution of such Commonly Controlled Entity's board of directors adopt the
Plan for the benefit of its employees as of the date specified in the board
resolution. No such adoption shall be effective until such adoption has been
approved by the Committee.

      18.2 Procedure for Withdrawal. An Employer (other than the Company) will
be deemed to have withdrawn from the Plan upon resolution to that effect by the
Committee. Notwithstanding the foregoing, an Employer will be deemed to have
withdrawn from the Plan when it ceases to be a Commonly Controlled Entity. With
respect to any Participant whose Employer is deemed to have withdrawn from the
Plan because it ceases to be a Commonly Controlled Entity, such Participant's
Account shall be fully vested as of the date of such withdrawal, provided there
is no successor plan or trust to which the balance of such Participant's
Accounts may be transferred.


                                     - 73 -
<PAGE>

ARTICLE XIX
--------------------------------------------------------------------------------

                        AMENDMENT, TERMINATION AND MERGER

      19.1 Amendments.

            (a) Power to Amend. The Company, by resolution of the Board of
      Directors on behalf of all Employers, or the Committee as provided in
      Subsection (c) below, may amend, modify, change, revise or discontinue
      this Plan by amendment at any time; provided, however, that no amendment
      shall:

                  (1)   increase the duties or liabilities of the Custodian or
                        the Committee without its written consent;

                  (2)   have the effect of vesting in any Employer any interest
                        in any funds, securities or other property, subject to
                        the terms of this Plan and the Custodial Agreement;

                  (3)   authorize or permit at any time any part of the corpus
                        or income of the Plan's assets to be used or diverted to
                        purposes other than for the exclusive benefit of
                        Participants and Beneficiaries;

                  (4)   except to the extent permissible under ERISA and the
                        Code, make it possible for any portion of the Trust
                        assets to revert to an Employer to be used for, or
                        diverted to, any purpose other than for the exclusive
                        benefit of Participants and Beneficiaries entitled to
                        Plan benefits and to defray reasonable expenses of
                        administering the Plan;

                  (5)   amend the provisions of this Plan which either (1) state
                        the amount and price of Company Stock to be awarded to
                        designated officers or categories of officers and,
                        specifically, the timing of such awards, or (2) set
                        forth a formula that determines the amount, price and
                        timing of such awards, shall not be amended more than
                        once every six (6) months, other than to comport with
                        changes in the Code, ERISA or the rules thereunder;

                  (6)   permit an Employee to be paid the balance of his or her
                        Pre-Tax Account unless the payment would otherwise be
                        permitted under Code Section 401(k); and


                                     - 74 -
<PAGE>

                  (7)   have any retroactive effect as to deprive any such
                        person of any benefit already accrued, except that no
                        amendment made in order to conform the Plan as a plan
                        described in Section 401(a) of the Code of which
                        amendments are permitted by the Code or are required or
                        permitted by any other statute relating to employees'
                        trusts, or any official regulations or ruling issued
                        pursuant thereto, shall be considered prejudicial to the
                        rights of any such person.

            (b) Restriction on Amendment. No amendment to the Plan shall deprive
      a Participant of his or her nonforfeitable rights to benefits accrued to
      the date of the amendment. Further, if the vesting schedule of the Plan is
      amended, each Participant with at least three (3) years of Vesting Service
      with the Employer may elect, within a reasonable period after the adoption
      of the amendment, to have his nonforfeitable percentage computed under the
      Plan without regard to such amendment. The period during which the
      election may be made shall commence with the date the amendment is adopted
      and shall end on the latest of:

                  (1)   sixty (60) days after the amendment is adopted;

                  (2)   sixty (60) days after the amendment becomes effective;
                        or

                  (3)   sixty (60) days after the Participant is issued written
                        notice of the amendment by the Employer or the
                        Committee.

      The preceding language concerning an amendment to the Plan's vesting
      schedule shall also apply when a Plan with a different vesting schedule is
      merged into this Plan. In addition to the foregoing, the Plan shall not be
      amended so as to eliminate an optional form of payment of an Accrued
      Benefit attributable to employment prior to the date of the amendment. The
      foregoing limitations do not apply to benefit accrual occurring after the
      date of the amendment.

            (c) The Committee. The Committee may amend, modify, change or revise
      the Plan by amendment if such amendment could have been adopted under this
      Section and it does not cause a change in the level or type of
      contributions to be made to the Plan or otherwise materially increase the
      duties and obligations of any or all Employers with respect to the Plans.


                                     - 75 -
<PAGE>

      19.2 Plan Termination. It is the expectation of the Company that it will
continue the Plan and the payment of Contributions hereunder indefinitely, but
the continuation of the Plan and the payment of Contributions hereunder is not
assumed as a contractual obligation of the Company or any other Employer. The
right is reserved by the Company to terminate the Plan at any time, and the
right is reserved by the Company and any other Employer at any time to reduce,
suspend or discontinue its Contributions hereunder, provided, however, that the
Contributions for any Plan Year accrued or determined prior to the end of said
year shall not after the end of said year be retroactively reduced, suspended or
discontinued except as may be permitted by law. Upon termination of the Plan or
complete discontinuance of Contributions hereunder (other than for the reason
that the Employer has had no net profits or accumulated net profits), each
Participant's Accrued Benefit shall be fully vested. Upon termination of the
Plan or a complete discontinuance of Contributions, unclaimed amounts shall be
applied as Forfeitures and any unallocated amounts shall be allocated to
Participants who are Eligible Employees as of the date of such termination or
discontinuance on the basis of Compensation for the Plan Year (or short Plan
Year). Upon a partial termination of the Plan, the Accrued Benefit of each
affected Participant shall be fully vested. In the event of termination of the
Plan, the Committee shall direct the Custodian to distribute to each Participant
the entire amount of his or her Accrued Benefit as soon as administratively
possible, but not earlier than would be permitted in order to retain the Plan's
qualified status under Sections 401(a), (k) and (m) of the Code, as if all
Participants who are Employees had incurred a Termination of Employment on the
Plan's termination date. Should a Participant or a Beneficiary not elect
immediate payment of a nonforfeitable Accrued Benefit in excess of five thousand
dollars ($5,000), the Committee shall direct the Custodian to continue the Plan
and Custodial Agreement for the sole purpose of paying to such Participant his
or her Accrued Benefit or death benefit, respectively, unless in the opinion of
the Committee, to make immediate single sum payments to such Participant or
Beneficiary would not adversely affect the tax qualified status of the Plan upon
termination and would not impose additional liability upon any Employer or the
Custodian.

      19.3 Plan Merger. The Plan shall not merge or consolidate with, or
transfer any assets or liabilities to any other plan, unless each person
entitled to benefits would receive a benefit immediately after the merger,
consolidation or transfer (if the Plan were then terminated) which is equal to
or greater than the benefit he or she would have been entitled to immediately
before the merger, consolidation or transfer (if the Plan were then terminated).
The Committee shall amend or take such other action as is necessary to amend the
Plan in order to satisfy the requirements applicable to any merger,
consolidation or transfer of assets and liabilities.


                                     - 76 -
<PAGE>

ARTICLE XX
--------------------------------------------------------------------------------

                             SPECIAL TOP-HEAVY RULES

      20.1 Application. Notwithstanding any provisions of this Plan to the
contrary, the provisions of this Article shall apply and be effective for any
Plan Year for which the Plan shall be determined to be a "Top-Heavy Plan" as
provided and defined herein.

      20.2 Special Terms. For purposes of this Article, the following terms
shall have the following meanings:

            (a) "Aggregate Benefit" means the sum of:

                  (1)   the present value of the accrued benefit under each and
                        all defined benefit plans in the Aggregation Group
                        determined on each plan's individual Determination Date
                        as if there were a termination of employment on the most
                        recent date the plan is valued by an actuary for
                        purposes of computing plan costs under Section 412 of
                        the Code within the twelve (12) month period ending on
                        the Determination Date of each such plan, but with
                        respect to the first plan year of any such plan
                        determined by taking into account the estimated accrued
                        benefit as of the Determination Date; provided (A) the
                        method of accrual used for the purpose of this Paragraph
                        (1) shall be the same as that used under all plans
                        maintained by all Employers and Commonly Controlled
                        Entities if a single method is used by all stock plans
                        or, otherwise, the slowest accrual method permitted
                        under Section 411(b)(1)(C) of the Code, and (B) the
                        actuarial assumptions to be applied for purposes of this
                        Paragraph (1) shall be the same assumptions as those
                        applied for purposes of determining the actuarial
                        equivalents of optional benefits under the particular
                        plan, except that the interest rate assumption shall be
                        five percent (5%);

                  (2)   the present value of the accrued benefit (i.e., account
                        balances) under each and all defined contribution plans
                        in the Aggregation Group, valued as of the valuation
                        date coinciding with or immediately preceding the
                        Determination Date of each such plan, including (A)
                        contributions made after the valuation date but on or
                        prior


                                     - 77 -
<PAGE>

                        to the Determination Date, (B) with respect to the first
                        plan year of any plan, any contribution made subsequent
                        to the Determination Date but allocable as of any date
                        in the first plan year, or (C) with respect to any
                        defined contribution plan subject to Section 412 of the
                        Code, any contribution made after the Determination Date
                        that is allocable as of a date on or prior to the
                        Determination Date; and

                  (3)   the sum of each and all amounts distributed (other than
                        a rollover or plan-to-plan transfer) from any
                        Aggregation Group Plan, plus a rollover or plan-to-plan
                        transfer initiated by the Employee and made to a plan
                        which is not an Aggregation Group Plan within the
                        Current Plan Year or within the preceding four (4) plan
                        years of any such plan, provided such amounts are not
                        already included in the present value of the accrued
                        benefits as of the valuation date coincident with or
                        immediately preceding the Determination Date.

      The Aggregate Benefit shall not include the value of any rollover or
      plan-to-plan transfer to an Aggregation Group Plan, which rollover or
      transfer was initiated by a Participant, was from a plan which was not
      maintained by an Employer or a Commonly Controlled Entity, and was made
      after December 31, 1983, nor shall the Aggregate Benefit include the value
      of employee contributions which are deductible pursuant to Section 219 of
      the Code.

            (b) "Aggregation Group" means the Plan and one or more plans
      (including plans that terminated) which is described in Section 401(a) of
      the Code, is an annuity contract described in Section 403(a) of the Code
      or is a simplified employee pension described in Section 408(k) of the
      Code maintained or adopted by an Employer or a Commonly Controlled Entity
      in the Current Plan Year or one of the four preceding Plan Years which is
      either a "Required Aggregation Group" or a "Permissive Aggregation Group".

                  (1)   A "Required Aggregation Group" means all Aggregation
                        Group Plans in which either (1) a Key Employee
                        participates or (2) which enables any Aggregation Group
                        Plan in which a Key Employee participates to satisfy the
                        requirements of Sections 401(a)(4) and 410 of the Code.

                  (2)   A "Permissive Aggregation Group" means Aggregation Group
                        Plans included in the Required Aggregation Group,


                                     - 78 -
<PAGE>

                        plus one or more other Aggregation Group Plans, as
                        designated by the Committee in its sole discretion,
                        which satisfy the requirements of Sections 401(a)(4) and
                        410 of the Code, when considered with the other
                        component plans of the Required Aggregation Group.

            (c) "Aggregation Group Plan" means the Plan and each other plan in
      the Aggregation Group.

            (d) "Current Plan Year" means (1) with respect to the Plan, the Plan
      Year in which the Determination Date occurs, and (2) with respect to each
      other Aggregation Group Plan, the plan year of such other plan in which
      occurs the Determination Date of such other plan.

            (e) "Determination Date" means (1) with respect to the Plan and its
      Plan Year, the last day of the preceding Plan Year; or (2) with respect to
      any other Aggregation Group Plan in any calendar year during which the
      Plan is not the only component plan of an Aggregation Group, the
      determination date of each plan in such Aggregation Group to occur during
      the calendar year as determined under the provisions of each such plan.

            (f) "Former Key Employee" means an Employee (including a terminated
      Employee) who is not a Key Employee but who was a Key Employee.

            (g) "Key Employee" means an Employee (or a terminated Employee) who
      at any time during the Current Plan Year or at any time during the four
      preceding Plan Years is:

                  (1)   an officer of a Commonly Controlled Entity whose
                        compensation from a Commonly Controlled Entity during
                        the Plan Year is greater than fifty percent (50%) of the
                        amount specified in Section 415(b)(1)(A) of the Code (as
                        adjusted for cost-of-living increases by the Secretary
                        of the Treasury) for the calendar year in which the Plan
                        Year ends; provided, however, that no more than the
                        lesser of (A) fifty (50) Employees, or (B) the greater
                        of (i) three (3) Employees or (ii) ten percent (10%)
                        (rounded to the next whole integer) of the greatest
                        number of Employees during the Current Plan Year or any
                        of the preceding four Plan Years shall be considered as
                        officers for this purpose. Such officers considered will
                        be those with the greatest annual compensation as an
                        officer during the five


                                     - 79 -
<PAGE>

                        (5) year period ending on the Determination Date;

                  (2)   One of the ten employees who owns (or is considered to
                        own within the meaning of Section 318 of the Code) more
                        than a one half percent (?%) interest in value and the
                        largest percentage ownership interest in value in a
                        Commonly Controlled Entity and whose total annual
                        compensation from a Commonly Controlled Entity is not
                        less than the amount specified in Section 415(b)(1)(A)
                        of the Code (as adjusted for cost-of-living increases by
                        the Secretary of the Treasury) for the calendar year in
                        which the Plan Year ends;

                  (3)   A person who owns more than five percent (5%) of the
                        value of the outstanding stock of any Commonly
                        Controlled Entity or more than five percent (5%) of the
                        total combined voting power of all stock of any Commonly
                        Controlled Entity (considered separately) or;

                  (4)   A person who owns more than one percent (1%) of the
                        value of the outstanding stock of a Commonly Controlled
                        Entity or more than one percent (1%) of the total
                        combined voting power of all stock of a Commonly
                        Controlled Entity (considered separately) and whose
                        total annual compensation (as defined in section
                        1.415-2(d) of the Treasury Regulations) from the
                        Employer or a Commonly Controlled Entity is in excess of
                        one hundred and fifty thousand dollars ($150,000).

      The rules of Section 416 (i)(1)(B) and (C) of the Code shall be applied
      for purposes of determining an Employee's ownership interest in a Commonly
      Controlled Entity for purposes of Paragraphs (3) and (4) herein. A
      Beneficiary (who would not otherwise be considered a Key Employee) of a
      deceased Key Employee shall be deemed to be a Key Employee in substitution
      for such deceased Key Employee. Any person who is a Key Employee under
      more than one of the four Paragraphs of this Section shall have his or her
      Aggregate Benefit under the Aggregation Group Plans counted only once with
      respect to computing the Aggregate Benefit of Key Employees as of any
      Determination Date. Any Employee who is not a Key Employee shall be a
      Non-Key Employee.

            (h) "Top-Heavy Plan" means the Plan with respect to any Plan Year if
      the Aggregate Benefit of all Key Employees or the Beneficiaries of Key


                                     - 80 -
<PAGE>

      Employees determined on the Determination Date is an amount in excess of
      sixty percent (60%) of the Aggregate Benefit of all persons who are
      Employees within the Current Plan Year; provided, that if an individual
      has not performed services for an Employer or a Commonly Controlled Entity
      at any time during the five (5) year period ending on the Determination
      Date, the individuals' Accrued Benefit shall not be taken into account.
      With respect to any calendar year during which the Plan is not the only
      Aggregation Group Plan, the ratio determined under the preceding sentence
      shall be computed based on the sum of the Aggregate Benefits of each
      Aggregation Group Plan totaled as of the last Determination Date of any
      Aggregation Group Plan to occur during the calendar year.

      20.3 Minimum Contribution. For any Plan Year that the Plan shall be a
Top-Heavy Plan, each Participant who is an Eligible Employee but who is neither
a Key Employee nor a Former Key Employee on the last day of the Plan Year shall
have allocated to his or her Matching and Employer Accounts on the last day of
the Plan Year a Profit Sharing Contribution in an amount equal to three percent
(3%) of such Participant's Compensation not in excess of two hundred thousand
dollars ($200,000); provided, however, in no event shall such contribution on
behalf of such Participant be less than five percent (5%) of such Compensation
if any Aggregation Group Plan is a defined benefit plan which does not satisfy
the minimum benefit requirements with respect to such Participant. The amount of
Profit Sharing Contributions required to be allocated under this Section for any
Plan Year shall be reduced by the amount of Employer Contributions and
Forfeitures allocated under this Plan on behalf of the Participant and employer
contributions and forfeitures allocated on behalf of the Participant under any
other defined contribution plan in the Aggregation Group for the Plan Year.
Elective Deferrals to any Aggregation Group Plan made on behalf of a Participant
in Plan Years beginning after December 31, 1984 but before January 1, 1989 shall
be deemed to be Employer Contributions for the purpose of this Section. Elective
Deferrals and Matching Contributions to Aggregation Group Plans in Plan Years
beginning on or after January 1, 1989 shall not be used to meet the minimum
contribution requirements of this Section. Where Employer Contributions and
Forfeitures allocated on behalf of a Participant are insufficient to satisfy the
minimum contribution otherwise required by this Section, an additional employer
contribution shall be made and allocated to the Matching or Employer Accounts of
such Participant.

      20.4 Maximum Benefit Accrual. For any Plan Year that the Plan is a
Top-Heavy Plan, the denominator of the "defined benefit plan fraction" and the
denominator of the "defined contribution plan fraction" shall be determined by
substituting "1.0" for "1.25"; provided, however, this limit shall not apply
with respect to an Employee for any Plan Year during which he accrues no benefit
under any plan of the Aggregation Group. The preceding sentence shall not apply
if, within


                                     - 81 -
<PAGE>

this Article, there is substituted "four percent (4%)" for "three percent (3%)"
and "seven and one-half percent (7.5%)" for "five percent (5%)" and "ninety
percent (90%)" for "sixty percent (60%)."


                                     - 82 -
<PAGE>

ARTICLE XXI
--------------------------------------------------------------------------------

                            MISCELLANEOUS PROVISIONS

      21.1 Assignment and Alienation. As provided by Code Section 401(a)(13) and
to the extent not otherwise required by law, no benefit provided by the Plan may
be anticipated, assigned or alienated, except:

            (a) to create, assign or recognize a right to any benefit with
      respect to a Participant pursuant to a QDRO, or

            (b) to use a Participant's vested Account balance as security for a
      loan from the Plan which is permitted pursuant to Code Section 4975.

      21.2 Protected Benefits. All benefits which are protected by the terms of
Code Section 411(d)(6) and ERISA Section 204(g), which cannot be eliminated
without adversely affecting the qualified status of the Plan on and after May 1,
1999, shall be provided under this Plan to Participants for whom such benefits
are protected. The Committee shall cause such benefits to be determined and the
terms and provisions of the Plan (or, to the extent relevant, the Brenco
Supplement Pension Plan) immediately prior to May 1, 1999 are incorporated
herein by reference and made a part hereof, but only to the extent such terms
and provisions are so protected. Otherwise, they shall operate within the terms
and provisions of this Plan, as determined by the Committee.

      21.3 Plan Does Not Affect Employment Rights. The Plan does not provide any
employment rights to any Employee. The Employer expressly reserves the right to
discharge an Employee at any time, with or without Cause, without regard to the
effect such discharge would have upon the Employee's interest in the Plan.

      21.4 Deduction of Taxes from Amounts Payable. The Custodian shall deduct
from the amount to be distributed such amount as the Custodian, in its sole
discretion, deems proper to protect the Custodian and the Plan's assets held
under the Custodial Agreement against liability for the payment of death,
succession, inheritance, income, or other taxes, and out of money so deducted,
the Custodian may discharge any such liability and pay the amount remaining to
the Participant, the Beneficiary or the deceased Participant's estate, as the
case may be.

      21.5 Facility of Payment. If a Participant or Beneficiary is declared an
incompetent or is a minor and a conservator, guardian, or other person legally
charged with his or her care has been appointed, any benefits to which such
Participant or Beneficiary is entitled shall be payable to such conservator,
guardian, or other person legally charged with his or her care. The decision of
the Committee in


                                     - 83 -
<PAGE>

such matters shall be final, binding, and conclusive upon the Employer and the
Custodian and upon each Employee, Participant, Beneficiary, and every other
person or party interested or concerned. An Employer, the Custodian and the
Committee shall not be under any duty to see to the proper application of such
payments.

      21.6 Source of Benefits. All benefits payable under the Plan shall be paid
or provided for solely from the Plan's assets held under the Custodial Agreement
and the Employers assume no liability or responsibility therefor.

      21.7 Indemnification. To the extent permitted by law each Employer shall
indemnify and hold harmless each member (and former member) of the Board of
Directors, each member (and former member) of the Committee, and each officer
and employee (and each former officer and employee) of an Employer to whom are
(or were) delegated duties, responsibilities, and authority with respect to the
Plan against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him or her (including but not limited to
reasonable attorney fees and amounts paid in any settlement relating to the
Plan) by reason of his or her service under the Plan if he or she did not act
dishonestly, with gross negligence, or otherwise in knowing violation of the law
under which such liability, loss, cost or expense arises. This indemnity shall
not preclude such other indemnities as may be available under insurance
purchased or provided by an Employer under any by-law, agreement, or otherwise,
to the extent permitted by law. Payments of any indemnity, expenses or fees
under this Section shall be made solely from assets of the Employer and shall
not be made directly or indirectly from the assets of the Plan.

      21.8 Reduction for Overpayment. The Committee shall, whenever it
determines that a person has received benefit payments under this Plan in excess
of the amount to which the person is entitled under the terms of the Plan, make
two reasonable attempts to collect such overpayment from the person.

      21.9 Limitation on Liability. No Employer nor any agent or representative
of any Employer who is an employee, officer, or director of an Employer in any
manner guarantees the assets of the Plan against loss or depreciation, and to
the extent not prohibited by federal law, none of them shall be liable (except
for his or her own gross negligence or willful misconduct), for any act or
failure to act, done or omitted in good faith, with respect to the Plan. No
Employer shall be responsible for any act or failure to act of any Custodian
appointed to administer the assets of the Plan.

      21.10 Company Merger. In the event any successor corporation to the
Company, by merger, consolidation, purchase or otherwise, shall elect to adopt
the Plan, such successor corporation shall be substituted hereunder for the
Company upon filing in writing with the Custodian its election so to do.


                                     - 84 -
<PAGE>

      21.11 Employees' Trust. The Plan and Custodial Agreement are created for
the exclusive purpose of providing benefits to the Participants in the Plan and
their Beneficiaries and defraying reasonable expenses of administering the Plan,
and the Plan and Custodial Agreement shall be interpreted in a manner consistent
with their being, respectively, a Plan described in Sections 401(a), 401(k) and
401(m) of the Code and Custodial Agreements exempt under Section 501(a) of the
Code. At no time shall the assets of the Plan be diverted from the above
purpose.

      21.12 Gender and Number. Except when the context indicates to the
contrary, when used herein, masculine terms shall be deemed to include the
feminine, and singular the plural.

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

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

      21.15 Uniform and Nondiscriminatory Treatment. Any discretion exercisable
hereunder by an Employer or the Committee shall be exercised in a uniform and
nondiscriminatory manner.

      21.16 Law Governing. The Plan shall be construed and enforced according to
the laws of the state in which the Trust is located, to the extent not preempted
by ERISA.

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

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


                                     - 85 -
<PAGE>

      Executed in 2 counterpart originals this 1st day of May, 1999, but
effective as of the Effective Date.

                                       Varlen Corporation


                                       By:  /s/ Richard A. Nunemaker
                                          ------------------------------
                                       Title: Vice President, Finance and
                                              Chief Financial Officer


                                     - 86 -
<PAGE>

                                   APPENDIX A

                                Investment Funds

The Investment Funds offered to Participants and Beneficiaries as of March 1,
1999, are:

              The following core funds:

              1.    Fidelity Money Market Trust: Retirement Money Market
                    Portfolio
              2.    Fidelity Managed Income Portfolio (blended with existing
                    GICs, if any)
              3.    Fidelity Asset Manager
              4.    Fidelity Growth & Income Portfolio
              5.    Fidelity Magellan Fund
              6.    Fidelity Overseas Fund
              7.    Fidelity Small Cap Stock Fund
              8.    Varlen Corporation Common Stock
              9.    Spartan U.S. Equity Index Fund
              10.   Fidelity Retirement Growth Fund

              The following Freedom Funds:

              1.    Fidelity Freedom Income Fund
              2.    Fidelity Freedom 2000 Fund
              3.    Fidelity Freedom 2010 Fund
              4.    Fidelity Freedom 2020 Fund
              5.    Fidelity Freedom 2030 Fund

              The following additional funds:

              1.    Fidelity Capital & Income Fund
              2.    Fidelity Ginnie Mae Fund
              3.    Fidelity Government Income Fund
              4.    Fidelity High Income Fund
              5.    Fidelity Institutional Short-Intermediate Governmental
                    Fund
              6.    Fidelity Intermediate Bond Fund
              7.    Fidelity Investment Grade Bond Fund
              8.    Fidelity Mortgage Securities Fund
              9.    Fidelity Short-Term Bond Fund
              10.   Fidelity Target Timeline 2001 Fund
              11.   Fidelity Target Timeline 2003 Fund
              12.   Fidelity U.S. Bond Index Fund
<PAGE>

              13.   Fidelity Balanced Fund
              14.   Fidelity Puritan Fund
              15.   Fidelity Convertible Securities Fund
              16.   Fidelity Equity-Income Fund
              17.   Fidelity Equity-Income II Fund
              18.   Fidelity Growth & Income II Portfolio
              19.   Fidelity Real Estate Investment Portfolio
              20.   Spartan Market Index Fund
              21.   Spartan Total Market Index Fund
              22.   Spartan Extended Market Index Fund
              23.   Fidelity Utilities Fund
              24.   Fidelity Asset Manager: Income
              25.   Fidelity Asset Manager: Growth
              26.   Fidelity Blue Chip Growth Fund
              27.   Fidelity Capital Appreciation Fund
              28.   Fidelity Contrafund II
              29.   Fidelity Disciplined Equity Fund
              30.   Fidelity Dividend Growth Fund
              31.   Fidelity Emerging Growth Fund
              32.   Fidelity Export and Multinational Fund
              33.   Fidelity Fifty Fund
              34.   Fidelity Growth Company Fund
              35.   Fidelity Large-Cap Stock Fund
              36.   Fidelity Mid-Cap Stock Fund
              37.   Fidelity OTC Portfolio
              38.   Fidelity Stock Selector Fund
              39.   Fidelity TechnoQuant Growth Fund
              40.   Fidelity Trend Fund
              41.   Fidelity Value Fund
              42.   Fidelity Canada Fund
              43.   Fidelity Diversified International Fund
              44.   Fidelity Emerging Markets Fund
              45.   Fidelity Europe Fund
              46.   Fidelity Europe Capital Appreciation Fund
              47.   Fidelity France Fund
              48.   Fidelity Germany Fund
              49.   Fidelity Global Balanced Fund
              50.   Fidelity Hong Kong & China Fund
              51.   Fidelity International Bond Fund
              52.   Fidelity International Growth & Income Fund
              53.   Fidelity International Value Fund
              54.   Fidelity Japan Fund
              55.   Fidelity Japan Small Companies Fund
<PAGE>

              56.   Fidelity Latin America Fund
              57.   Fidelity New Markets Income Fund
              58.   Fidelity Nordic Fund
              59.   Fidelity Pacific Basin Fund
              60.   Fidelity Southeast Asia Fund
              61.   Spartan International Index Fund
              62.   Fidelity United Kingdom Fund
              63.   Fidelity Worldwide Fund
<PAGE>

                                   APPENDIX B

                         Additional Groups of Employees
                   Who are Eligible to Participate in the Plan

Employees who are members of the following groups (in connection with their
employment with an Employer) are eligible to participate in the Plan:

      1.    UAW, Local #455 ("Local #455").

      2.    Prime Manufacturing Corp./District #10, International Association of
            Machinists and Aerospace Workers.

      3.    Chrome Crankshaft Company of Illinois/Industrial Technical and
            Professional Employees Union, AFL-CIO.

                        Participation of UAW, Local #455

For any Employees who are members of Local #455 (but only to the extent such
Employee was hired before March 1, 1994), the Matching Contributions for each
period shall be as follows:

                  (a) effective for pay periods beginning prior to March 1,
            1994, one hundred percent (100%) of each eligible Participant's
            first one hundred dollars ($100.00) of Pre-Tax Contributions for the
            Plan Year and fifty percent (50%) of each such Participant's next
            one hundred dollars ($100.00) of Pre-Tax Contributions for the Plan
            Year; and

                  (b) effective for pay periods beginning on and after March 1,
            1994, one hundred percent (100%) of each eligible Participant's
            first one hundred fifty dollars ($150.00) of Pre-Tax Contributions
            for the Plan Year and fifty percent (50%) of each such Participant's
            next two hundred dollars ($200.00) of Pre-Tax Contributions for the
            Plan Year.

In addition, no Profit Sharing Contributions shall be made on behalf of any
Employees who are members of Local #455 (but only to the extent such Employee
was hired before March 1, 1994).

Any Employees who are members of Local #455 and who are hired on or after March
1, 1994 shall not be subject to these special rules regarding Matching and
Profit Sharing Contributions.

              Participation of Prime Manufacturing Corp. Employees

Effective for pay periods beginning on or after May 1, 1995, with respect to
each
<PAGE>

Participant who is an Employee of Prime Manufacturing Corp. and who is a member
of District #10, International Association of Machinists and Aerospace Workers:

      1.    his or her Matching Contributions for each period shall be equal to
            twenty-five percent (25%) of the Participant's Pre-Tax Contributions
            for the period, provided that no Matching Contributions shall be
            made based upon a Participant's Contributions in excess of three
            percent (3%) of his or her Compensation for such period; and

      2.    no Profit Sharing Contributions shall be made on behalf of such
            Participant.

        Participation of Chrome Crankshaft Company of Illinois Employees

Effective for pay periods beginning on or after January 4, 1999, with respect to
each Participant who is an Employee of Chrome Crankshaft Company of Illinois and
who is a member of the Industrial, Technical and Professional Employees Union,
AFL-CIO, the following special rules shall apply:

      1.    For the Plan Year ending on December 31, 1999, no Profit Sharing
            Contributions shall be made on behalf of such Participant; and

      2.    For the Plan Years beginning on and after January 1, 2000, the
            Profit Sharing Contribution with respect to each Participant who was
            an Eligible Employee on the last day of the Plan Year shall be two
            percent (2%) of such Participant's Compensation for the prior Plan
            Year (for the period the Employee was a Participant). In addition,
            such Contribution shall be made on behalf of each Participant who
            ceased being an Employee during the period after having attained his
            or her Normal Retirement Date, having attained fifty-five (55) years
            of age and completing five (5) years of Continuous Service, or by
            reason of his or her Disability or death.