<PAGE>   1

                                                                   Exhibit 10.14

                               RETIREMENT PLAN FOR

                                  EMPLOYEES OF

                          WERNER HOLDING CO. (DE), INC.

               (AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2000)



<PAGE>   2


<TABLE>
<CAPTION>

                                    CONTENTS

                                                                                                              PAGE
<S>                                                                                                          <C>
                            PREAMBLE

                                                                                                               vi

ARTICLE             I       DEFINITIONS                                                                          1

ARTICLE            II       ELIGIBILITY AND PARTICIPATION
                 2.01       Participation                                                                       14
                 2.02       Reemployment of a Participant                                                       15

ARTICLE           III       CONTRIBUTIONS

                 3.01       Trustee and Trust Agreement                                                         16
                 3.02       Employer Contributions                                                              16
                 3.03       Forfeitures                                                                         16
                 3.04       Reversion of Employer Contributions                                                 16
                 3.05       Special Rules Relating to Reemployed Veterans                                       17

ARTICLE            IV       BENEFITS

                 4.01       Normal Retirement Benefit                                                           18
                 4.02       Postponed Retirement Benefit                                                        19
                 4.03       Early Retirement Benefit                                                            20
                 4.04       Termination of Vested Participant                                                   21
                 4.05       Disability Retirement Benefit                                                       21
                 4.06       Minimum Benefits                                                                    23
                 4.07       Maximum Benefits                                                                    24
                 4.08       Combined Maximum Limitations                                                        29
</TABLE>



                                       2
<PAGE>   3

<TABLE>
<CAPTION>

                                    CONTENTS
                                  (continued)

                                                                                                                PAGE
<S>                                                                                                            <C>
                 4.09       Definition of Compensation for Purposes of                                          31
                             Sections 4.07 and 4.08
                 4.10       Reemployment After Receipt of Benefits                                              34

ARTICLE             V       FORM AND PAYMENT OF BENEFITS

                 5.01       Normal Pension                                                                      37
                 5.02       Joint and Survivor Annuity                                                          37
                 5.03       Election Not to Receive Normal Pension                                              37
                 5.04       Election Not to Receive Joint and Survivor Annuity                                  38
                 5.05       Additional Rules Applicable to Benefit Elections                                    39
                 5.06       Payment in Optional Form on Retirement                                              41
                 5.07       Pre-retirement Survivor Annuity                                                     42
                 5.08       Administrative Powers Relating to Payments                                          45
                 5.09       No Guaranty of Benefits                                                             45
                 5.10       Time of Payment                                                                     45
                 5.11       Death Distribution Requirements                                                     47
                 5.12       Direct Rollovers                                                                    48
                 5.13       Lost Participants                                                                   49

ARTICLE            VI       FIDUCIARY RESPONSIBILITY

                 6.01       Fiduciary Responsibility Provisions                                                 50

ARTICLE          VII        RETIREMENT PLAN BOARD

                 7.01       Appointment and Acceptance                                                          52
</TABLE>


                                       iii

<PAGE>   4

<TABLE>
<CAPTION>

                                    CONTENTS
                                  (continued)

                                                                                                                PAGE
<S>                                                                                                            <C>
                 7.02       Duties and Authority                                                                52
                 7.03       Decisions of the Retirement Plan Board                                              55
                 7.04       Differences as to Disability                                                        56
                 7.05       Retirement Plan Board Procedures                                                    56
                 7.06       Expenses and Assistance                                                             57
                 7.07       Participants and Other Payees - Data                                                57
                 7.08       Resignation and Removal of Member of Retirement Plan Board                          57
                 7.09       Appointment of Successor                                                            58
                 7.10       Plan Administration - Miscellaneous                                                 58

ARTICLE          VIII       RESTRICTIONS ON BENEFITS

                 8.01       Restrictions on Plan Termination                                                    61
                 8.02       Restriction on Distributions                                                        61

ARTICLE            IX       AMENDMENT AND TERMINATION

                 9.01       Right to Amend or Terminate                                                         63
                 9.02       Termination                                                                         64
                 9.03       Partial Termination                                                                 65
                 9.04       Method of Payment                                                                   66
                 9.05       Notice of Amendment, Termination, or                                                66
                             Partial Termination

ARTICLE             X       MISCELLANEOUS

                10.01       No Contract of Employment                                                           67
</TABLE>



                                       iv
<PAGE>   5

<TABLE>
<CAPTION>

                                    CONTENTS
                                  (continued)

                                                                                                                PAGE
<S>                                                                                                            <C>

                10.02       Merger or Consolidation of Plan, Transfer of Assets                                 67
                10.03       Data                                                                                67
                10.04       Restrictions Upon Assignments and Creditors' Claims                                 68
                10.05       Restriction of Claims Against Trust Fund                                            68
                10.06       Benefits Payable only from Fund                                                     69
                10.07       Successor to Employer                                                               69
                10.08       Applicable Law                                                                      69
                10.09       Internal Revenue Service Approval                                                   70

ARTICLE            XI       TOP-HEAVY PROVISIONS

                11.01       General                                                                             71
                11.02       Definitions                                                                         71
                11.03       Minimum Accrued Benefit                                                             75
                11.04       Vesting Requirements                                                                77
                11.05       Special 415 Limitations                                                             78
</TABLE>


                                       v
<PAGE>   6



                               RETIREMENT PLAN FOR
                   EMPLOYEES OF WERNER HOLDING CO. (DE), INC.

                                    PREAMBLE

Werner Holding Co. (DE), Inc., hereby adopts the Retirement Plan for Employees
of Werner Holding Co. (DE), Inc. (the "Plan"). The Plan constitutes a
continuation, restatement and merger, effective December 31, 2000, of the
Retirement Plan for Salaried Employees of Werner Holding Co. (DE), Inc. (the
"Prior Salaried Plan"), originally effective as of September 1, 1966 and as
amended from time to time, and the Pension Plan for Certain Hourly Bargaining
Unit Employees of Werner Co. (the "Prior Hourly Plan"), originally effective as
of October 1, 1958 and as amended from time to time (together referred to as the
"Prior Plans").

Each of the prior plans was last restated effective January 1, 1999 in order to
comply with changes promulgated under the Uruguay Round Agreements Act, the
Uniformed Services Employment and Reemployment Rights Act, the Small Business
Job Protection Act of 1996, and the Taxpayer Relief Act of 1997.

This merger and restatement of the Prior Plans shall not in any way affect the
rights of Employees who participated in the Prior Plans in accordance with their
provisions. All matters relating to the benefits, if any, payable to such
Employees (or their Beneficiaries) based upon events occurring prior to December
31, 2000 shall, except as otherwise expressly provided herein, be determined in
accordance with the provisions of the applicable Prior Plan. All matters
relating to the benefits, if any, payable to any Participants who participated
in the Prior Salaried Plan on December 31, 2000 shall, except as otherwise
expressly provided herein, be determined in accordance with the provisions of
Special Appendix I.


                                       vi
<PAGE>   7

                                    ARTICLE I

                                   DEFINITIONS

Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by the context. All masculine terms shall include the feminine and all
singular terms shall include the plural, unless the context clearly indicates
the gender or the number.

1.01       ACCRUED BENEFIT means the amount computed under the formula set forth
           in Section 4.01 of the Plan payable at Normal Retirement Date.

1.02       ACTUARIAL EQUIVALENT means the lump sum equivalent value of another
           benefit based on the 1983 Group Annuity Mortality Table, as set forth
           in Revenue Ruling 95-6, as it may be updated from time to time and
           the annual interest rate on thirty-year (30) Treasury securities for
           the month that is two (2) months prior to the first day of the Plan
           Year that includes the Annuity Starting Date.

1.03       ADJUSTMENT FACTOR means the appropriate adjustment factor(s) that may
           be applicable to a Participant's retirement income in accordance with
           the terms of the Plan as shown on the tables attached hereto and made
           a part hereof.

1.04       ANNUITY STARTING DATE means the first day of the first period for
           which an amount is payable as an annuity or in any other form.

1.05       BENEFICIARY means the person or persons designated by a Participant
           to receive any benefits under the Plan which may be due upon the
           Participant's death. Notwithstanding



                                       1
<PAGE>   8

           anything to the contrary, if a Participant is married on the date of
           his death, the Beneficiary of such Participant shall be his spouse
           unless:

           (a)      The Participant's spouse consents in writing not to be said
                    Beneficiary, such written consent is witnessed by either a
                    representative of the Plan or a notary public and such
                    consent acknowledges the effect of the Participant's
                    selection of a Beneficiary other than his spouse;

           (b)      The foregoing consent may not be obtained because such
                    spouse cannot be located; or

           (c)      Such other circumstances exist as the Retirement Plan Board
                    may, in accordance with applicable regulations, deem
                    appropriate to waive the foregoing spousal consent
                    requirement.

           The spouse's consent will apply with respect to a specific alternate
           Beneficiary only, and change of Beneficiary will require a new
           spousal consent. If no person or entity has been designated by the
           Participant as Beneficiary, or if no named original or successive
           Beneficiary survives the Participant, any payments owed to a
           Beneficiary shall be made:

           (a)      To the Participant's surviving spouse;

           (b)      After the death of the surviving spouse, to the
                    Participant's surviving children, in equal shares; or

           (c)      If none of the foregoing survives to the end of such period,
                    to the personal representative of his estate.

1.06       BOARD means the Board of Directors of Werner Holding Co. (DE), Inc.



                                       2
<PAGE>   9

1.07       CODE means the Internal Revenue Code of 1986, as amended from time to
           time.

1.08       DATE OF EMPLOYMENT or REEMPLOYMENT means the first day an Employee
           performs an Hour of Service.

1.09       DISABILITY RETIREMENT AGE means the age at which a Participant
           terminates his employment by reason of a Total and Permanent
           Disability, provided he was actively employed and accruing service
           and had completed at least fifteen (15) years of Vesting Service on
           the date he became Totally and Permanently Disabled.

1.10       DISABILITY RETIREMENT DATE means the first day of the seventh month
           following the date a Participant attains his Disability Retirement
           Age.

1.11       EARLY RETIREMENT AGE means the age at which a Participant completes
           at least fifteen (15) years of Vesting Service and has attained the
           age which is five (5) years prior to his Normal Retirement Age.

1.12       EARLY RETIREMENT DATE means the first day of any month coincident
           with or immediately following the date a Participant terminates
           employment other than for death, after attaining his Early Retirement
           Age, but prior to his Normal Retirement Date.

1.13       EMPLOYEE means any person employed by the Employer. Employee shall
           also include any leased employee deemed to be an Employee of the
           Employer as provided in Section 414(n) of the Code.

1.14       EMPLOYER means Werner Holding Co. (DE), Inc.; Werner Co., and
           effective November 30, 1989, its Anniston division; Gold Medal Ladder
           Company; Manufacturers Indemnity and Insurance Company of America;
           Werner Management,



                                       3
<PAGE>   10

           Inc.; Florida Ladder Company; Kentucky Ladder Company, effective
           March 14, 1989; and any Related Employer which, with the approval of
           the Board, shall adopt this Plan for the benefit of its Employees,
           according to an appropriate written resolution of the Board of
           Directors of such Related Employer. Where, in the context of the
           Plan, Employer refers to a single entity, the Employer shall mean
           Werner Holding, Co. (DE), Inc. Employer shall not include the
           following entities as of the date shown below:

           December 15, 1993 - Gold Medal Ladder Company

           May 18, 1998 - R.D. Arizona Ladder Corp.

           June 30, 1998 - Florida Ladder Company

           June 30, 1998 - Werner Management Co.

           June 30 1998 - Kentucky Ladder Company

           June 30, 1998 - Phoenix Management Services, Inc.

           July 8, 1998 - Manufacturers Indemnity and Insurance Company of
           America

1.15       ERISA means the Employee Retirement Income Security Act of 1974, as
           amended from time to time.

1.16       HOUR OF SERVICE means:

           (a)      Each hour for which an Employee is paid or entitled to
                    payment for the performance of duties for the Employer or
                    for a Related Employer. These hours shall be credited to the
                    Employee for the computation period or periods in which the
                    duties are performed; and

           (b)      Each hour for which an Employee is paid or entitled to
                    payment by the Employer or a Related Employer on account of
                    a period of time during



                                       4
<PAGE>   11

                    which no duties are performed (irrespective of whether the
                    employment relationship has terminated) due to vacation,
                    holiday, illness, incapacity (including disability), layoff,
                    jury duty, military duty or other approved leave of absence.
                    No more than five hundred one (501) Hours of Service shall
                    be credited under this paragraph for any single continuous
                    period (whether or not such period occurs in a single
                    computation period). Hours under this paragraph shall be
                    calculated and credited pursuant to Section 2530.200b-2 of
                    the Department of Labor regulations, which are incorporated
                    herein by reference; and

           (c)      Each hour for which back pay, irrespective of mitigation of
                    damages, is either awarded or agreed to by the Employer or a
                    Related Employer. The same Hours of Service shall not be
                    credited under both paragraph (a) or paragraph (b), as the
                    case may be, and under this paragraph (c). These hours shall
                    be credited to the Employee for the computation period or
                    periods to which the award or agreement pertains rather than
                    the computation period in which the award, judgment or
                    payment is made.

           (d)      An Employee on an approved leave of absence under the Family
                    and Medical Leave Act of 1993 shall be credited with Hours
                    of Service only to the extent required under such Act. An
                    Employee shall be credited with Hours of Service for his
                    period of qualified military service as defined in the
                    Uniformed Services Employment and Reemployment Rights Act of
                    1994 upon such Employee's return to work with the Employer
                    or a Related Employer to the extent required under such Act.

1.17       HOURLY EMPLOYEE means any Employee of an Employer who is both:

           (a)      In an hourly job classification of the Employer; and



                                       5
<PAGE>   12

           (b)      A member of a collective bargaining unit represented by
                    Local 3713 of the United Steelworkers of America.

1.18       JOINT AND SURVIVOR ANNUITY means an annuity which is payable monthly
           to the Participant for his life with a survivor annuity payable to
           his spouse for the life of such spouse in an amount equal to one-half
           (1/2) of the monthly amount payable during the life of the
           Participant. The Participant's monthly income under the Joint and
           Survivor Annuity shall be an amount equal to the amount payable under
           the Normal Pension, multiplied by the applicable Adjustment Factor,
           and based upon the age of the Participant and that of his spouse as
           of the date benefits commence under the Joint and Survivor Annuity.

1.19       LIMITATION YEAR means the Plan Year.

1.20       NORMAL PENSION means a retirement benefit payable monthly to the
           Participant for his lifetime only.

1.21       NORMAL RETIREMENT BENEFIT means the amount of retirement income
           computed under Section 4.01 of the Plan that would be payable in the
           normal form under the conditions described in Section 5.01 of the
           Plan, commencing upon the Participant's Normal Retirement Date, if he
           is then entitled to receive a retirement income under the terms of
           the Plan.

1.22       NORMAL RETIREMENT AGE means the later of the Participant's
           sixty-fifth birthday or the fifth anniversary of the date he
           commenced participation in the Plan.




                                       6
<PAGE>   13

1.23       NORMAL RETIREMENT DATE means the first day of the month coincident
           with or immediately following the date a Participant attains his
           Normal Retirement Age.

1.24       PARTICIPANT means an Employee who meets the requirements of
           participation in the Plan as provided in Article II.

1.25       PLAN means the Retirement Plan for Employees of Werner Holding Co.
           (DE) Inc.

1.26       PLAN ADMINISTRATOR means the Retirement Plan Board.

1.27       PLAN YEAR means the calendar year.

1.28       PRIOR PLAN means either of the Prior Plans as they existed on
           December 30, 2000, prior to this amendment and restatement.

1.29       RELATED EMPLOYER means any corporation or other business entity which
           is included in a controlled group of corporations within which the
           Employer is also included, as provided in Section 414(b) of the Code
           (as modified, for purposes of Sections 4.07 and 4.08 of the Plan, by
           Section 415(h) of the Code), or which is a trade or business under
           common control with the Employer, as provided in Section 414(c) of
           the Code (as modified, for purposes of Sections 4.07 and 4.08 of the
           Plan, by Section 415(h) of the Code), or which constitutes a member
           of an affiliated service group within which the Employer is also
           included, as provided in Section 414(m) of the Code, or which is
           required to be aggregated with the Employer pursuant to regulations
           issued under Section 414(o) of the Code.

1.30       RESTATEMENT DATE means December 31, 2000, the effective date of this
           amendment and restatement of the Plan.



                                       7
<PAGE>   14

1.31       RETIREMENT PLAN BOARD means the retirement plan board appointed by
           the Board to administer the Plan.

1.32       SERVICE means the period commencing on the Employee's Date of
           Employment or Reemployment, whichever is applicable, and ending on
           his Severance From Service date, as determined in accordance with the
           following rules:

           (a)      An Employee's total period of Service shall be equal to his
                    total number of whole years of Service, whether or not all
                    periods of Service were completed consecutively. For
                    purposes of this aggregation, thirty (30) days shall equal
                    one (1) month and twelve (12) months shall equal one (1)
                    year with fractional months rounded to the next highest
                    month.

           (b)      An Employee who transfers from an ineligible to an eligible
                    class of Employees shall be credited with all of his
                    Service, both before and after such transfer. Such Service
                    shall be counted for both vesting and benefit accrual
                    purposes. Notwithstanding the foregoing, an Employee who was
                    ineligible to participate in the Plan because he was hired
                    on or after June 1, 1987 and prior to January 1, 2001, who
                    becomes a Participant in accordance with Section 2.01 shall
                    be credited with service from January 1, 2001.

           (c)      An Employee who has been retired due to Total and Permanent
                    Disability and who, upon recovery from such Total and
                    Permanent Disability and discontinuance of his pension, is
                    reemployed shall be credited with his Service as of the date
                    of his prior retirement for the purpose of calculating any
                    subsequent pension benefit to which he may become entitled.




                                       8
<PAGE>   15

           (d)      Anything herein to the contrary notwithstanding, if an
                    Employee is absent on account of military duty, then such
                    absence shall be counted as Service while the Employee's
                    reemployment rights are protected by law, provided the
                    Employee returns to work within ninety (90) days after he is
                    eligible for release from active duty.

           (e)      An Employee on an approved leave of absence under the Family
                    and Medical Leave Act of 1993 shall be credited with Service
                    only to the extent required under such Act. An Employee
                    shall be credited with Service for his period of qualified
                    military service as defined in the Uniformed Services
                    Employment and Reemployment Rights Act of 1994 upon such
                    Employee's return to work with the Employer or a Related
                    Employer.

1.33       SEVERANCE FROM SERVICE means the earliest of the following dates:

           (a)      The date on which an Employee terminates employment, is
                    discharged, retires, or dies;

           (b)      The date which is three (3) years after the first day on
                    which the Employee is absent because of disability;
                    provided, however, that an Employee who is injured while on
                    duty shall accumulate credit for Service until the end of
                    the period for which statutory compensation is payable to
                    him if later;

           (c)      The first anniversary of the date when the Employee is first
                    absent from Service because of leave of absence authorized
                    by the Employer, provided the Employee fails to return to
                    work by the second anniversary of such date;




                                       9
<PAGE>   16

           (d)      The second anniversary of the date the Employee is absent
                    because of maternity or paternity reasons;

           (e)      The date on which his period of absence due to layoff equals
                    his prior period of Service, but such date shall not be less
                    than two (2) years nor more than five (5) years from the
                    date the layoff began; however, no continuous period of
                    layoff that exceeds two (2) years shall be included as
                    Service; or

           (f)      The first anniversary of the date the Employee is absent for
                    any other reason (e.g., sickness, vacation).

           For purposes of this paragraph, an absence from work for maternity or
           paternity reasons means an absence:

           (a)      By reason of the pregnancy of the individual;

           (b)      By reason of a birth of a child of the individual;

           (c)      By reason of the placement of a child with the individual in
                    connection with the adoption of such child by such
                    individual; or

           (d)      For purposes of caring for such child for a period beginning
                    immediately following such birth or placement.

           The Employer's leave policy shall be applied in a uniform and
           non-discriminatory manner to all Employees under similar
           circumstances.




                                       10
<PAGE>   17

1.34       TOTAL AND PERMANENT DISABILITY means total and permanent disability
           by bodily injury or disease from some unavoidable cause so as to be
           prevented from engaging in any occupation or employment for
           remuneration or profit, which, in the opinion of a qualified
           physician, will be permanent and continuous during the remainder of
           the Employee's life. Disability shall be deemed to have resulted from
           an unavoidable cause unless it:

           (a)      Was contracted, suffered, or incurred while the Employee was
                    engaged in, or resulted from his having been engaged in, a
                    criminal enterprise;

           (b)      Resulted from an intentionally self-inflicted injury; or

           (c)      Resulted from habitual drunkenness or addiction to
                    narcotics.

           Total and permanent disability resulting from any of such enumerated
           causes, or from future service in the armed forces which prevents an
           Employee from returning to employment with the Employer and for which
           he receives a military pension, shall not entitle an Employee to
           benefits due to Total and Permanent Disability under Section 4.05 of
           the Plan.

           A Participant will not cease to be deemed disabled solely because he
           engages in gainful employment for purposes of rehabilitation as
           approved by the Employer in a consistent and nondiscriminatory
           manner.

1.35       TRUST AGREEMENT and TRUST mean the agreement between the Trustee and
           the Employer governing the administration of the Trust Fund, as it
           may be amended from time to time, and the Trust established
           thereunder.




                                       11
<PAGE>   18

1.36       TRUST FUND means all money, securities, and other property held by
           the Trustee for the purposes of the Plan, together with the income
           therefrom.

1.37       TRUSTEE means the person, persons, entity, or entities appointed by
           the Board to act as trustee of the Trust.

1.38       UNION means the United Steelworkers of America.

1.39       VESTED INTEREST means that portion of a Participant's Accrued Benefit
           which is nonforfeitable and vested, based upon the number of years of
           Vesting Service credited to the Participant.

1.40       VESTING SERVICE means a Participant's credit for purposes of
           determining his right to a nonforfeitable benefit under the Plan.
           Such Vesting Service shall mean the Employee's Service determined in
           accordance with the following rules:

           (a)      If an Employee is reemployed by the Employer within the
                    twelve (12) consecutive month period beginning on the date
                    that the Employee quit, was discharged, retired, or began a
                    leave of absence per Contract, then the period of time
                    during which he was not employed shall count as Service.

           (b)      If an Employee returns to work within twenty-four (24)
                    months after a leave of absence authorized by the Employer
                    commenced, the period of time during which he was not at
                    work shall count as Service.

           (c)      If an Employee returns to work within twelve (12) months
                    after his sickness, vacation, disability or layoff
                    commenced, then the period of time during which he was not
                    at work shall count as Service.




                                       12
<PAGE>   19

           (d)      If an Employee does not complete an Hour of Service during
                    the twelve (12) consecutive month period beginning on his
                    Severance From Service date, then his Severance From Service
                    date shall be considered his "break-in-service" date and,
                    unless the former Employee is subsequently reemployed by the
                    Employer, he shall not be credited with any additional
                    Service.

           (e)      If an individual described in subparagraph (d) above is
                    later reemployed by the Employer, the special rules
                    described below shall apply:

                    Service prior to the Employee's most recent Severance From
                    Service date shall be counted along with Service earned
                    after the Employee's Date of Reemployment if:

                    (1)     The Employee had any Vested Interest in his
                            Accrued Benefit prior to his most recent Severance
                            From Service date; or

                    (2)     The Employee did not have any Vested Interest in his
                            Accrued Benefit at his most recent Severance From
                            Service date, but the Employee's period of Service
                            prior to his most recent Severance From Service date
                            exceeds the greater of five (5) years or the latest
                            period of severance during which the Employee was
                            not employed by the Employer.

                    If a reemployed Employee does not meet either test in (1) or
                    (2) above, then any Service earned prior to the Severance
                    From Service date shall be disregarded.



                                       13
<PAGE>   20

                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

2.01     PARTICIPATION

         (a)        Every Employee who was a Participant in the Prior Hourly
                    Plan on December 30, 2000 shall continue to participate in
                    the Plan on the Restatement Date. Effective June 1, 1987,
                    the Prior Hourly Plan was frozen with respect to new
                    participation. Effective January 1, 2001, Hourly Employees
                    hired on or after such date shall participate in the Plan as
                    of the January 1 coincident with or immediately following
                    their Date of Employment. In addition, all Hourly Employees
                    who were hired on or after June 1, 1987 and are still Hourly
                    Employees on January 1, 2001 shall become Participants on
                    January 1, 2001.

         (b)        Every Employee who was a Participant in the Prior Salaried
                    Plan on December 30, 2000 shall continue to participate in
                    the Plan on the Restatement Date in accordance with the
                    provisions set forth in Special Appendix I of the Plan.
                    Effective as of December 31, 2000, the Plan was frozen with
                    respect to new participation and benefit accruals by any
                    Employee who is not an Hourly Employee. Employees hired on
                    or after December 31, 2000 who are not Hourly Employees
                    shall not be eligible to participate in the Plan and
                    Employees who participated in the Prior Salaried Plan as of
                    the Restatement Date shall not be credited with any
                    additional Service (as defined in Special Appendix I) for
                    purposes of benefit accruals, after such date. Such
                    Participants shall continue to accrue Vesting Service (as
                    defined in Special Appendix I).

         (c)        Leased employees, as defined in Section 414(n) of the Code,
                    are not eligible to participate in the Plan.




                                       14
<PAGE>   21

2.02       REEMPLOYMENT OF A PARTICIPANT

           A Participant who incurs a Severance From Service shall be a
           Participant immediately upon his Date of Reemployment, if he meets
           the requirements of Section 2.01(a) above.



                                       15
<PAGE>   22


                                   ARTICLE III
                                  CONTRIBUTIONS

3.01       TRUSTEE AND TRUST AGREEMENT

           The Plan shall be funded through the Trust Fund. The Trustee shall
           have the rights, powers, and duties set forth in the Trust Agreement,
           under which agreement the Trustee shall receive contributions from
           the Employer to the Trust Fund.

3.02       EMPLOYER CONTRIBUTIONS

           Except as otherwise provided by mutual agreement between the Employer
           and the Union, during the continuance of the Plan, the Employer will
           pay to the Trustee, to be held or applied under the Trust Agreement,
           such amounts as shall comply with the funding requirements of the
           Code.

3.03       FORFEITURES

           Any forfeiture under the Plan shall be applied to reduce Employer
           contributions and not to increase the benefits any Participant would
           otherwise receive under the Plan.

3.04       REVERSION OF EMPLOYER CONTRIBUTIONS

           (a)      At no time shall any part of the corpus or income of the
                    Trust Fund be used for or diverted to purposes other than
                    for the exclusive benefit of Participants and their
                    Beneficiaries and to pay the reasonable expenses of
                    administration of the Plan and Trust, to the extent that
                    such expenses are not paid by the Employer, and no part of
                    the Trust Fund shall revert or be repaid to the Employer,
                    either directly or indirectly, except for such part of the
                    Trust Fund, if any, which



                                       16
<PAGE>   23

                    remains in the event the Plan is terminated and after the
                    satisfaction of all liabilities to persons entitled to
                    benefits under the Plan.

           (b)      Notwithstanding the above, if a contribution is made by
                    mistake of fact, then it shall be returned to the Employer
                    within one (1) year after the contribution was made; and (b)
                    all contributions by the Employer are made on the condition
                    that they meet the requirements for deductibility under
                    Section 404 of the Code and, to the extent disallowed as a
                    deduction, shall be returned to the Employer within one (1)
                    year after disallowance of the deduction.

3.05       SPECIAL RULES RELATING TO REEMPLOYED VETERANS

           Notwithstanding any provision in this Plan to the contrary, effective
           December 12, 1994, contributions, benefits, and service credit with
           respect to qualified military service will be provided in accordance
           with Section 414(u) of the Code.




                                       17
<PAGE>   24

                                   ARTICLE IV
                                    BENEFITS

4.01       NORMAL RETIREMENT BENEFIT

           A Participant who retires at his Normal Retirement Age shall be
           entitled to a monthly retirement income payable as provided in
           Article V of the Plan, commencing upon his Normal Retirement Date, in
           an amount equal to one-twelfth (1/12) of the sum of (a) and (b)
           where:

           (a)      equals One hundred eighty-six dollars ($186) multiplied by
                    the portion of such Participant's Service earned as of
                    December 31, 2000, and

           (b)      equals Four hundred eighty dollars ($480) multiplied by the
                    portion of such Participant's Service earned after December
                    31, 2000.

           For any Participant whose retirement date is prior to November 1,
           2000, years of Service in excess of forty (40) shall not be counted.

           If any Participant is or shall become, or upon application would
           become, entitled to any other retirement income or payment in the
           nature of a pension (other than primary old age insurance benefits or
           disability insurance benefits provided under the Social Security Act)
           from any source or fund, to which source or fund the Employer shall
           have directly or indirectly contributed, then the amount of the
           retirement income payable to such Participant for any period shall be
           reduced by the amount of any such other retirement income paid or
           payable to him or that would upon application become payable to him
           during the time any retirement income is payable under this Plan;
           provided, however, if such Participant shall have contributed to the
           source or fund out of which such other retirement income shall be
           paid or become payable or would become payable upon application, the
           amount by which the retirement income payable under this Plan shall
           be



                                       18
<PAGE>   25

           reduced for any period shall be decreased by the amount attributable
           to the contributions that such Participant shall have made to such
           source or fund.

           Notwithstanding anything to the contrary in the preceding paragraphs
           of this section, if a Participant is entitled to a benefit from the
           Employer's individual account retirement plan, then the retirement
           income payable to the Participant under this Plan shall not be
           reduced by the benefit from the individual account retirement plan.

           In no event will the total yearly amount of retirement income to be
           provided for a reemployed Participant on account of all periods of
           employment be greater than the yearly amount of retirement income
           that would have been provided for him if his prior Severance From
           Service had not occurred.

4.02       POSTPONED RETIREMENT BENEFIT

           If a Participant remains in the employ of the Employer after his
           Normal Retirement Date, his Postponed Retirement Date shall be the
           first day of the month next following the date on which he actually
           retires from employment. A Participant who retires on a Postponed
           Retirement Date shall be entitled to a retirement income payable as
           provided in Article V of the Plan, commencing on his Postponed
           Retirement Date, in the amount determined under the formula set forth
           in Section 4.01 of the Plan, based on his years of Service at his
           Postponed Retirement Date. A Participant who remains in the employ of
           the Employer after his Normal Retirement Date shall be notified by
           the Plan Administrator, in writing by personal delivery or
           first-class mail, during the calendar month during which his Normal
           Retirement Date occurs, that he will not be entitled to receive any
           benefit for any calendar month of employment during which he is
           scheduled to work forty (40) or more Hours of Service or receives
           from the Employer or a Related Employer payment for any Hours of
           Service performed on each of eight (8) or more days in such month (or
           separate work shifts), provided that the Plan has not determined or
           used the actual number of Hours of Service. The benefit of such
           Participant shall be actuarially increased to reflect the benefit



                                       19
<PAGE>   26

           payable to such Participant for any calendar month during which he
           does not complete forty (40) Hours of Service or receive from the
           Employer or a Related Employer payment for any Hours of Service
           performed on each of eight (8) or more days in such month (or
           separate work shifts), provided the Plan has not determined or used
           the actual number of Hours of Service. If such Participant dies
           before the commencement of his benefit, as so increased, a single sum
           equal to the aggregate benefit payable to the Participant for each
           month after his Normal Retirement Date during which he did not
           complete at least forty (40) Hours of Service shall be paid to his
           surviving spouse, and if none, to his estate. However, the benefit
           the Participant accrued under this Section 4.02 during a period in
           which he worked less than forty (40) Hours of Service a month will be
           offset by the value of the single sum death benefit described in the
           preceding sentence. If the Participant is not given notice of
           suspension of benefits as described above, then, upon retirement, the
           Participant shall be entitled to receive a benefit calculated by
           actuarially increasing the benefit payable at Normal Retirement Date
           to the date of retirement if such benefit is greater than the benefit
           otherwise payable under the Plan.

4.03       EARLY RETIREMENT BENEFIT

           A Participant who has reached his Early Retirement Age may retire at
           any time prior to his Normal Retirement Age. A Participant who
           retires on or after his Early Retirement Age, but prior to his Normal
           Retirement Age, shall be entitled to a retirement income for life,
           commencing upon his Normal Retirement Date, in an amount equal to his
           Accrued Benefit. However, the Participant may elect to have his
           retirement income begin on the first day of any month on or after his
           Early Retirement Date, in which event he shall be entitled to receive
           a retirement income for life in an amount equal to his Accrued
           Benefit, multiplied by the applicable Adjustment Factor shown on the
           attached Table I.



                                       20
<PAGE>   27

4.04       TERMINATION OF VESTED PARTICIPANT

           A Participant who has completed at least five (5) years of Vesting
           Service and who incurs a Severance From Service before he becomes
           eligible to retire at his Normal Retirement Age, his Disability
           Retirement Age, or his Early Retirement Age shall be entitled to
           receive a retirement income for life commencing upon his Normal
           Retirement Date in an amount equal to his Accrued Benefit. However,
           the Participant, if he has completed at least fifteen (15) years of
           Vesting Service, may elect to have his retirement income begin on the
           first day of any month within the five (5) year period immediately
           preceding his Normal Retirement Date, in which event he shall be
           entitled to receive a retirement income for life in an amount equal
           to his Accrued Benefit, multiplied by the applicable Adjustment
           Factor shown on the attached Table I. A Participant who incurs a
           Severance From Service before he completes five (5) years of Vesting
           Service or before his Normal Retirement Age shall not be entitled to
           any benefits under the Plan, except as provided in Article IX, and
           his Accrued Benefit shall be forfeited on the date he incurs a
           Severance From Service of five (5) years.

4.05       DISABILITY RETIREMENT BENEFIT

           (a)      A Participant who incurs a Severance From Service on or
                    after his Disability Retirement Age shall be entitled to a
                    disability retirement pension, which shall commence on his
                    Disability Retirement Date. The monthly amount of such
                    Participant's disability retirement pension is the monthly
                    retirement income computed in accordance with Section 4.01
                    (based on the Participant's Service and the benefit multiple
                    in effect on his date of Total and Permanent Disability). If
                    the Participant's disability retirement pension is to
                    commence after a period of time when he receives statutory
                    compensation, his disability retirement pension shall be
                    based on his Service when his disability retirement pension
                    is to begin.




                                       21
<PAGE>   28

                    The monthly amount of disability retirement pension will,
                    however, be reduced by the monthly value of any periodic
                    payment provided for the Participant under any workers'
                    compensation law or similar law that becomes payable while
                    he is receiving disability benefits under the Plan.

           (b)      A Participant applying for or receiving a disability
                    retirement pension may be required to submit to an
                    examination by a competent physician acceptable to the
                    Employer and may be required to submit to such
                    reexaminations at reasonable intervals as shall be
                    determined by the Retirement Plan Board to make a
                    determination concerning his physical condition. If a
                    Participant refuses to submit to periodic medical
                    examinations, his benefits shall be discontinued until he
                    completes the examination. If, on the basis of such an
                    examination, it is found that the Participant is no longer
                    Totally and Permanently Disabled, payment of his disability
                    retirement pension shall be terminated. Payment of the
                    disability retirement pension will be made until the
                    earliest of the following dates:

                    (1)     The date the Participant ceases to be disabled;

                    (2)     The Participant's Normal Retirement Date; or

                    (3)     The date of the Participant's death.

           (c)      In the case of a Participant who is unmarried at the time
                    his disability retirement pension commences, the benefit
                    shall be in the form of a pension payable during his
                    lifetime only, but ceasing with the cessation of Total and
                    Permanent Disability, prior to Normal Retirement Date.



                                       22
<PAGE>   29

                    In the case of a Participant who is married and has not
                    attained Normal Retirement Age at the time his disability
                    retirement pension commences, the benefit shall be in the
                    form of a pension payable during his lifetime only, and
                    ceasing with the cessation of Total and Permanent
                    Disability.

                    A Participant who is receiving a disability retirement
                    pension as of his Normal Retirement Date shall be eligible
                    to receive retirement income in accordance with Article V
                    (based on the Participant's Service and the Plan as in
                    effect as of the Participant's date of Total and Permanent
                    Disability). If a Participant ceases to be disabled before
                    his Normal Retirement Date and if he promptly returns to the
                    employment of the Employer, he will not be considered to
                    have interrupted his employment but he will not have accrued
                    Service during the period of his Disability. If a
                    Participant ceases to be disabled before his Normal
                    Retirement Date and does not promptly return to the
                    employment of his Employer, he will be considered to have
                    terminated his employment on the date he became disabled and
                    his Vested Interest will be determined in accordance with
                    the terms of the Plan on the date he became disabled.

4.06       MINIMUM BENEFITS

           In no event shall any Participant who was participating in the Prior
           Plan prior to December 31, 2000 receive a benefit less than the
           benefit he would have been entitled to receive under the Prior Plan
           based on the factors in the Prior Plan applicable to such
           Participant.




                                       23
<PAGE>   30

4.07       MAXIMUM BENEFITS

           For purposes of compliance with Section 415 of the Code (or any
           successor to said Section), the following limitations on Plan
           benefits are hereby imposed:

           (a)      The retirement benefits payable to a Participant in any
                    Limitation Year shall not exceed an annual sum equal to the
                    least of:


                    (1)     Ninety thousand dollars ($90,000) (or such other
                            amount as may be determined by Treasury regulations
                            issued pursuant to Section 415 of the Code).

                    (2)     The Participant's average annual compensation (as
                            defined in Section 4.09) over the three (3)
                            consecutive calendar years during which his
                            compensation (as defined in Section 4.09) from the
                            Employer or a Related Employer was the highest.

                    (3)     If the Participant has less than ten (10) years of
                            participation in the Plan, the amount determined
                            under Section 4.07(a)(1) multiplied by a fraction,
                            the numerator of which is the number (not less than
                            one (1)) of years (or parts thereof) of
                            participation in the Plan and the denominator of
                            which is ten (10); provided, however, that for
                            purposes of Section 4.08, the limitation shall be
                            based on Vesting Service rather than on years of
                            participation.



                                       24
<PAGE>   31

                    (4)     If the Participant has less than ten (10) years of
                            Service, the amount determined under Section
                            4.07(a)(2) multiplied by a fraction, the numerator
                            of which is the Participant's number (not less than
                            one (1)) of years of Service and the denominator of
                            which is ten (10).

                    Notwithstanding the foregoing, in the event that a
                    Participant has never participated in any defined
                    contribution plan maintained by the Employer or a Related
                    Employer, the annual pension payable to such Participant
                    shall not be deemed to exceed the limitations of this
                    section if it does not exceed ten thousand dollars ($10,000)
                    multiplied by a fraction, the numerator of which is the
                    number (not less than one (1)) of the Participant's years of
                    Vesting Service and the denominator of which is ten (10).

                    Pensions payable in a form other than a straight life
                    annuity shall be adjusted to an actuarially equivalent
                    straight life annuity before applying the limitations of
                    this Section 4.07. For distributions occurring prior to
                    January 1, 1995, the interest rate assumption used to
                    determine actuarial equivalence for this purpose shall be
                    the greater of the interest rate currently used by the Plan
                    for the purpose of determining actuarial equivalence or five
                    percent (5%). Effective January 1, 1995, to determine
                    actuarial equivalence for this purpose where the benefit is
                    not subject to Section 417(e)(3) of the Code, the
                    actuarially equivalent straight life annuity shall equal the
                    greater of (1) such annuity determined using the Plan's
                    interest rate and mortality table (or other tabular factor)
                    specified in the Plan for adjusting benefits in the same
                    form, and (2) such annuity determined using the 83 GAM
                    unisex mortality table and an interest rate of five percent
                    (5%). For purposes of adjusting any benefit subject to
                    Section 417(e)(3) of the Code effective




                                       25
<PAGE>   32

                    January 1, 1995, the straight life annuity will be equal to
                    the greater of (i) the equivalent straight life annuity
                    computed using the interest rate and mortality table (or
                    other tabular factor) specified in the Plan for adjusting
                    benefits in the same form and (ii) the equivalent straight
                    life annuity computed using the applicable interest rate as
                    defined in Section 417(e)(3) of the Code and the GAM 83
                    unisex mortality table or any successor mortality table
                    prescribed by the Secretary of the Treasury for purposes of
                    Section 415 of the Code. No actuarial adjustment to the
                    benefit is required for the value of a Joint and Survivor
                    Annuity form.

           (b)      If payments begin prior to a Participant's Social Security
                    Retirement Age but on or after age sixty-two (62), the
                    limitation in subparagraph (a)(1) shall be adjusted as
                    follows.

                    (1)      If a Participant's Social Security Retirement Age
                             is sixty-five (65), the limitation for benefits
                             commencing on or after age sixty-two (62) is
                             determined by reducing the limitation in
                             subparagraph (a)(1) by 5/9 of one percent for each
                             month by which benefits commence before the month
                             in which the Participant attains age sixty-five
                             (65).

                    (2)      If a Participant's Social Security Retirement Age
                             is greater than age sixty-five (65), the
                             limitation for benefits commencing on or after age
                             sixty-two (62) is determined by reducing the
                             limitation in subparagraph (a)(1) by 5/9 of one
                             percent for each of the first thirty-six (36)
                             months and 5/12 of one percent for each of the
                             additional months (up to twenty-four (24) months)
                             by which benefits commence before the month in
                             which the Participant attains his Social Security
                             Retirement Age.



                                       26
<PAGE>   33

           (c)      If benefit payments begin prior to a Participant's
                    attainment of age sixty-two (62), the Plan Administrator
                    shall reduce the limitation in subparagraph (a)(1) at age
                    sixty-two (62) (as calculated pursuant to subparagraph (b))
                    on an actuarially equivalent basis for each month by which
                    benefits commence before the month in which the Participant
                    attains age sixty-two (62) as follows:

                    (1)      For distributions occurring prior to January 1,
                             1995, the Plan Administrator shall use an interest
                             rate assumption equal to the greater of five
                             percent (5%) per annum or the rate currently used
                             by the Plan for determining actuarial equivalence.

                    (2)      For distributions commencing on or after January
                             1, 1995, the reduced dollar limitation in
                             subparagraph (a)(1) shall be the lesser of (i) the
                             actuarial equivalent of the limitation in
                             subparagraph (a)(1) at age sixty-two (62)
                             determined on the basis of the interest rate and
                             mortality table (or other tabular factor) used by
                             the Plan for the purpose of determining actuarial
                             equivalence for early retirement benefits, or (ii)
                             the actuarial equivalent of the dollar limitation
                             at age sixty-two (62) computed using five (5%)
                             percent interest and the GAM 83 unisex mortality
                             table or any successor mortality table prescribed
                             by the Secretary of the Treasury.

           (d)      If benefit payments begin after a Participant's Social
                    Security Retirement Age, the Plan Administrator shall
                    increase the limitation in



                                       27
<PAGE>   34

                    subparagraph (a)(1) at Social Security Retirement Age on an
                    actuarially equivalent basis, as follows:

                    (1)      For distributions occurring prior to January 1,
                             1995, the Plan Administrator shall use an interest
                             rate assumption equal to the lesser of five
                             percent (5%) per annum or the rate currently used
                             by the Plan for determining actuarial equivalence

                    (2)      For distributions commencing on or after January
                             1, 1995, the increased dollar limitation in
                             subparagraph (a)(1) shall be the lesser of (i) the
                             actuarial equivalent of the limitation of
                             subparagraph (a)(1) at Social Security Retirement
                             Age determined on the basis of the interest rate
                             and mortality table (or other tabular factor) used
                             by the Plan for the purpose of determining
                             actuarial equivalence for delayed retirement
                             benefits; or (ii) the actuarial equivalent of the
                             limitation under subparagraph (a)(1) at Social
                             Security Retirement Age computed using five (5)
                             percent interest and the GAM 83 unisex mortality
                             table or any successor mortality table prescribed
                             by the Secretary of the Treasury.

           (e)      Notwithstanding the foregoing, determinations under Code
                    Section 415(b)(2)(E) that are made before January 1, 2000
                    shall be made on the basis of Code Section 415(b)(2)(E) as
                    in effect on December 7, 1994 and the provisions of the Plan
                    as in effect on December 7, 1994.

           (f)      For purposes of Section 4.07(e) of this Plan, "Social
                    Security Retirement Age" shall mean the age used as the
                    retirement age for the



                                       28
<PAGE>   35

                    Participant under Section 216(l) of the Social Security Act,
                    except that such section shall be applied without regard to
                    the age increase factor and as if the early retirement age
                    under Section 216(l)(2) of such Act were sixty-two (62).

4.08       COMBINED MAXIMUM LIMITATIONS

           In the event any Participant is also participating in any other
           qualified defined contribution plan (within the meaning of Section
           401 of the Internal Revenue Code) maintained by the Employer or a
           Related Employer, then for any Limitation Year the sum of the
           "Defined Benefit Plan Fraction" and the "Defined Contribution Plan
           Fraction" for such Limitation Year shall not exceed 1.0. For purposes
           of this Section 4.08, such sum shall be determined in accordance with
           the following:

           (a)      The "Defined Benefit Plan Fraction" for any year is a
                    fraction:

                    (1)     The numerator of which is a projected annual
                            benefit of the Participant under each defined
                            benefit plan (determined as of the close of the
                            year); and

                    (2)     The denominator of which is the lesser of the
                            maximum dollar limitation in effect under Section
                            415(b)(1)(A) of the Code for such Limitation Year
                            times 1.25, or the amount which may be taken into
                            account under Section 415(b)(1)(B) of the Code for
                            such Limitation Year times 1.4.




                                       29
<PAGE>   36


        (b)         The "Defined Contribution Plan Fraction" for any year is a
                    fraction:

                    (1)     The numerator of which is the sum of the annual
                            additions to the Participant's account under each
                            defined contribution plan as of the close of the
                            year; and

                    (2)     The denominator of which is the sum of the lesser of
                            the following amounts determined for such Limitation
                            Year and each prior year of service with the
                            Employer or a Related Employer:

                            (A)      The product of 1.25 multiplied by the
                                     dollar limitation in effect under Section
                                     415(c)(1)(A) of the Code for such
                                     Limitation Year; or

                            (B)      The product of 1.4 multiplied by the amount
                                     which may be taken into account under
                                     Section 415(c)(1)(B) of the Code for such
                                     Limitation Year.

           The annual additions for any Limitation Year beginning before October
           1, 1987 shall not be recomputed to treat all employee contributions
           as annual additions.

           For purposes of this Section 4.08, all defined benefit or defined
           contribution plans shall be treated as one (1) plan by class. In the
           event the above limitation would otherwise be exceeded in any
           Limitation Year, the Participant's benefits under this Plan are to be
           limited.




                                       30
<PAGE>   37

           If the Plan satisfied the applicable requirements of Section 415 of
           the Code as in effect for all Limitation Years beginning before
           October 1, 1987, an amount shall be subtracted from the numerator of
           the Defined Contribution Plan Fraction (not exceeding such
           numerator), as prescribed by the Secretary of the Treasury, so that
           the sum of the Defined Benefit Plan Fraction and the Defined
           Contribution Plan Fraction computed under Section 415(e)(1) of the
           Code does not exceed one (1).

           Notwithstanding the foregoing, effective for Limitation Years
           beginning after December 31, 1999, this Section 4.08 shall be of no
           force and effect.

4.09       DEFINITION OF COMPENSATION FOR PURPOSES OF SECTIONS 4.07 AND 4.08

           (a)      Solely for the purpose of applying the limitations of
                    Sections 4.07 and 4.08, the compensation of a Participant
                    includes:

                    (1)      A Participant's wages, salaries, fees for
                             professional services, and other amounts received
                             (without regard to whether or not an amount is paid
                             in cash) for personal services actually rendered in
                             the course of employment with the Employer or
                             Related Employer to the extent that the amounts are
                             includable in gross income (including, but not
                             limited to, commissions paid salesmen, compensation
                             for services on the basis of a percentage of
                             profits, commissions on insurance premiums, tips,
                             bonuses, fringe benefits, reimbursements, and
                             expense allowances); provided, however, that the
                             compensation of a Participant effective January 1,
                             1998 shall include the Participant's elective
                             deferrals under Section 402(g)(3) and Section 125
                             of the Code;




                                       31
<PAGE>   38

                    (2)      In the case of a Participant who is an employee
                             within the meaning of Section 401(c)(1) of the Code
                             and the regulations thereunder, the Participant's
                             earned income (as described in Section 401(c)(2) of
                             the Code and the regulations thereunder);

                    (3)      Amounts described in Sections 104(a)(3), 105(a),
                             and 105(h) of the Code, but only to the extent
                             these amounts are includable in the gross income
                             of the Employee;

                    (4)      Amounts paid or reimbursed by the Employer for
                             moving expenses incurred by an Employee, but only
                             to the extent that these amounts are not deductible
                             by the Employee under Section 217 of the Code;

                    (5)      The value of a nonqualified stock option granted to
                             an Employee by the Employer, but only to the extent
                             that the value of the option is includable in the
                             gross income of the Employee for the taxable year
                             in which granted; and

                    (6)      The amount includable in the gross income of an
                             Employee upon making the election described in
                             Section 83(b) of the Code.

              (b)   Solely for the purpose of applying the limitations of
                    Sections 4.07 and 4.08, the compensation of a Participant
                    excludes:

                    (1)      Contributions made by the Employer or a Related
                             Employer to a plan of deferred compensation which
                             are not included in the Participant's gross income
                             for the taxable year in which



                                       32
<PAGE>   39

                             contributed (effective January 1, 1998, other than
                             as described in Section 402(g)(3) of the Code),
                             Employer contributions under a simplified employee
                             pension plan to the extent such contributions are
                             excluded from the Participant's gross income, or
                             any distributions from a plan of deferred
                             compensation;

                    (2)      Amounts realized from the exercise of a
                             nonqualified stock option, or when restricted stock
                             (or property) held by the Participant either
                             becomes freely transferable or is no longer subject
                             to substantial risk of forfeiture;

                    (3)      Amounts realized from the sale, exchange, or other
                             disposition of stock acquired under a qualified
                             stock option; and

                    (4)      Other amounts which received special tax benefits,
                             or contributions made by the Employer (whether or
                             not under a salary reduction agreement) toward the
                             purchase of an annuity described in Code Section
                             403(b) (whether or not the amounts are actually
                             excludable from the gross income of the Employee),
                             and effective January 1, 1998, other than those
                             excluded from the gross income of the Employee by
                             reason of Section 125 of the Code.




                                       33
<PAGE>   40

4.10       REEMPLOYMENT AFTER RECEIPT OF BENEFITS

           (a)      A Participant who terminates employment and is rehired
                    without having received retirement benefits and who once
                    again becomes a Participant in the Plan may later retire and
                    receive benefits based upon his entire period of Service
                    both before and after such termination and reemployment, to
                    the extent not disregarded under Section 1.31.

           (b)      A Participant who retires and is rehired prior to his Normal
                    Retirement Date after beginning to receive retirement
                    benefits shall have such payments suspended. In the event
                    that a reemployed, retired Participant accrues further
                    periods of Service, he may later retire again to receive
                    benefits based upon his total period of Service both before
                    and after such termination and reemployment. However, the
                    subsequent retirement benefits shall be actuarially reduced
                    to reflect the benefits he received prior to his
                    reemployment.

           (c)      A Participant who retires and is rehired after his Normal
                    Retirement Date and after beginning to receive retirement
                    benefits shall have such payments suspended. No payment
                    shall be suspended unless the Plan Administrator gives
                    written notice to the Employee by personal delivery or
                    first-class mail, during the month in which his reemployment
                    occurs, that he will not receive any benefit for any
                    calendar month of employment during which he works forty
                    (40) or more Hours of Service for the Employer or a Related
                    Employer or receives from the Employer or a Related Employer
                    payment for any Hours of Service performed on each of eight
                    (8) or more days in such month (or separate work shifts),
                    provided that the Plan has not determined or used the actual
                    number of Hours of Service. The benefit of such Participant
                    shall be actuarially increased to reflect the benefit
                    payable to such Participant for any



                                       34
<PAGE>   41

                    calendar month during which he does not complete forty (40)
                    Hours of Service for the Employer or a Related Employer or
                    receive from the Employer or a Related Employer payment for
                    any Hours of Service performed on each of eight (8) or more
                    days in such month (or separate work shifts), provided that
                    the Plan has not determined or used the actual number of
                    Hours of Service. If such Participant dies before the
                    commencement of his benefit, as so increased, a single sum
                    equal to the aggregate benefit payable to the Participant
                    for each month after his Normal Retirement Date during which
                    he did not complete at least forty (40) Hours of Service for
                    the Employer or a Related Employer or receive from the
                    Employer or a Related Employer payment for any Hours of
                    Service performed on each of eight (8) or more days in such
                    month (or separate work shifts), provided that the Plan has
                    not determined or used the actual number of Hours of Service
                    shall be paid to his surviving spouse, and if none, to his
                    estate. However, the benefit the Participant accrued under
                    Section 4.02 during a period in which he worked less than
                    forty (40) Hours of Service a month will be offset by the
                    value of the single sum death benefit described in the
                    preceding sentence. Hours of Service in this subsection are
                    hours as defined under Department of Labor Regulation
                    Section 2530.200b-2(a).

                    In the event that a reemployed, retired Participant accrues
                    further periods of Service, he may later retire again, to
                    receive benefits based upon his total period of Service both
                    before and after such termination and reemployment. However,
                    the subsequent retirement benefits shall be actuarially
                    reduced to reflect the benefits he received prior to his
                    Normal Retirement Date. In the event that, by mistake,
                    suspension occurs without



                                       35
<PAGE>   42

                    notice as provided in this subsection, the Participant shall
                    be entitled to receive a benefit calculated by actuarially
                    increasing the benefit payable at Normal Retirement Date to
                    the date of subsequent retirement if such benefit is greater
                    than the benefit described in this paragraph.



                                       36
<PAGE>   43

                                    ARTICLE V
                          FORM AND PAYMENT OF BENEFITS

5.01       NORMAL PENSION

           If a Participant is unmarried as of his Annuity Starting Date, the
           benefit payments determined under Article IV shall be in the form of
           a Normal Pension, unless the Participant elects the optional form of
           payment provided in the Plan in accordance with the procedures of
           Section 5.03. The benefit formula in Section 4.01 yields payments in
           the form of a Normal Pension.

5.02       JOINT AND SURVIVOR ANNUITY

           If a Participant is married on his Annuity Starting Date, benefit
           payments determined under Article IV shall be in the form of a Joint
           and Survivor Annuity, unless the Participant, with the consent of the
           Participant's spouse, elects either the Normal Pension or the
           optional form of payment provided in the Plan in accordance with the
           procedures of Section 5.04.

5.03       ELECTION NOT TO RECEIVE NORMAL PENSION

           An unmarried Participant may elect in writing, during the ninety (90)
           day period ending on his Annuity Starting Date, to waive the
           automatic Normal Pension form of benefit described in Section 5.01
           and to make a qualified election of the optional form of payment
           permitted under the Plan. No less than thirty (30) days and no more
           than ninety (90) days prior to the Participant's Annuity Starting
           Date and consistent with such regulations as the




                                       37
<PAGE>   44


           Secretary of the Treasury may prescribe, the Retirement Plan Board
           shall provide the Participant with a written explanation of:

           (a)      The terms and conditions of the Normal Pension;

           (b)      The Participant's right to make and the effect of an
                    election to waive the Normal Pension;

           (c)      The right of the Participant to revoke such election and the
                    effect of such revocation; and

           (d)      The relative value of the optional form of benefit available
                    under the Plan.

5.04       ELECTION NOT TO RECEIVE JOINT AND SURVIVOR ANNUITY

           (a)      A Participant may, with his spouse's written consent, elect
                    in writing, during the ninety (90) day period ending on his
                    Annuity Starting Date, to waive the automatic Joint and
                    Survivor Annuity form of payment described in Section 5.02
                    and to make a qualified election of either the Normal
                    Pension or the optional form of payment permitted under the
                    Plan. The spouse's consent must acknowledge the effect of
                    such election and be witnessed by a Plan representative or
                    notary public. The spouse must also consent both to the
                    specific optional form of benefit chosen and to the specific
                    Beneficiary designated, if applicable. Notwithstanding the
                    foregoing, this paragraph (a) shall not apply if it is
                    established to the Retirement Plan Board's satisfaction that
                    the spouse cannot be located or that other circumstances set
                    forth in regulations promulgated under Section 417 of the
                    Code which preclude the necessity of the spouse's consent
                    are present with respect to the Participant.




                                       38
<PAGE>   45

           (b)      No less than thirty (30) days and no more than ninety (90)
                    days prior to the Participant's Annuity Starting Date and
                    consistent with such regulations as the Secretary of the
                    Treasury may prescribe, the Retirement Plan Board shall
                    provide the Participant with a written explanation of:

                    (1)     The terms and conditions of the Joint and Survivor
                            Annuity;

                    (2)     The Participant's right to make and the effect of
                            an election to waive the Joint and Survivor
                            Annuity;

                    (3)     The right of the Participant's spouse to consent to
                            any election to waive the Joint and Survivor
                            Annuity;

                    (4)     The right of the Participant to revoke such
                            election and the effect of such revocation; and

                    (5)     The relative values of the forms of benefit
                            available under the Plan.

5.05     ADDITIONAL RULES APPLICABLE TO BENEFIT ELECTIONS

         Notwithstanding the provisions of Sections 5.03 and 5.04 above, the
         following procedures shall apply to the distribution of benefits
         hereunder. If the Participant, after having received the written
         explanation of Normal Pension or Joint and Survivor Annuity as
         applicable, affirmatively elects a form of distribution and the spouse
         consents in writing to that form of distribution, if necessary, the
         Annuity Starting Date may be less than thirty (30) days after the
         written explanation was provided to the Participant,



                                       39
<PAGE>   46

         and the written explanation may be provided after the Annuity Starting
         Date, provided that the following requirements are met:

           (a)      The Retirement Plan Board provides information to the
                    Participant clearly indicating that the Participant has a
                    right to at least thirty (30) days to consider whether to
                    waive the Normal Pension or Joint and Survivor Annuity and
                    consent to an alternative form of distribution. The
                    Participant (and, if the Participant is married, and if
                    payment is to be made in a form other than the Joint and
                    Survivor Annuity, the Participant's spouse) affirmatively
                    waives the requirement that the written explanation be
                    provided at least thirty (30) days before the Annuity
                    Starting Date. In such event, payment may commence less than
                    thirty (30) days after the written explanation is provided
                    to the Participant. If the written explanation is provided
                    after the Annuity Starting Date, the Participant (and, if
                    the Participant is married and if payment is to be made in a
                    form other than the Joint and Survivor Annuity, the
                    Participant's spouse) affirmatively waives the requirement
                    that distribution must commence at least thirty (30) days
                    after the written explanation is provided. In such event,
                    payment may commence less than thirty (30) days after the
                    written explanation is provided to the Participant.

           (b)      The Participant is permitted to revoke an affirmative
                    distribution election at least until the Annuity Starting
                    Date, or, if later, at any time prior to the expiration of
                    the seven-day period that begins the day after the
                    explanation of the Normal Pension or Joint and Survivor
                    Annuity is provided to the Participant.

           (c)      Distribution in accordance with the affirmative election
                    does not commence before the expiration of the seven-day
                    period that begins the



                                       40
<PAGE>   47

                    day after the explanation of the Normal Pension or Joint and
                    Survivor Annuity is provided to the Participant. If a
                    written explanation is provided after the Annuity Starting
                    Date, payments retroactive to such date shall be made to the
                    Participant when distribution commences.

5.06       PAYMENT IN OPTIONAL FORM ON RETIREMENT

           (a)      As an optional form of payment, a Participant may elect to
                    have his retirement income paid in the form of a contingent
                    annuitant option. A contingent annuitant option is a reduced
                    monthly income payable to the Participant during his
                    lifetime with payments to continue after his death to his
                    designated Beneficiary for the lifetime of the Beneficiary
                    in an amount equal to fifty percent (50%) of the reduced
                    monthly amount to the Participant during his lifetime. The
                    Participant's monthly income under the contingent annuitant
                    option shall be an amount equal to the amount payable under
                    the Normal Pension, multiplied by the applicable Adjustment
                    Factor as shown on Table II attached hereto.

                    A Participant's life expectancy may be recalculated no more
                    frequently than annually; however, the life expectancy of a
                    nonspouse Beneficiary may not be recalculated.

                    All distributions shall be determined and made in accordance
                    with Section 401(a)(9) of the Code, including the minimum
                    distribution incidental benefit requirements of Section
                    1.401(a)(9)-2 of the Proposed Regulations.

           (b)      If the single sum Actuarial Equivalent of a Participant's
                    benefit is greater than five thousand dollars ($5,000) and
                    the Annuity Starting Date precedes his Normal Retirement
                    Date, then such Participant must



                                       41
<PAGE>   48

                    consent in writing to the early commencement of benefits.
                    His spouse must also consent in writing to the early
                    commencement of benefits unless payment is made in the form
                    of a Joint and Survivor Annuity.

           (c)      A Participant who has elected an alternative form of benefit
                    payment may revoke such election at any time before his
                    Annuity Starting Date without the consent of his spouse, if
                    any. Another election to receive his retirement income in
                    another form must be made in accordance with this Article V.
                    If a Participant who has elected an optional form of benefit
                    dies prior to his Annuity Starting Date, retirement income
                    payments shall be made in accordance with the provisions of
                    the Plan as if no optional form of retirement income had
                    been elected. If a Participant who has elected an optional
                    form of benefit dies either on or after his Annuity Starting
                    Date, retirement income payments shall be made in accordance
                    with the optional form elected.

           (d)      If the single sum Actuarial Equivalent value of any benefit
                    that is not yet in pay status is five thousand dollars
                    ($5,000) or less, the Retirement Plan Board shall direct the
                    Trustee to pay such benefit with respect to the terminated
                    Participant or Beneficiary as soon as practicable (whether
                    or not the Participant has reached a retirement date) in a
                    single sum cash payment which shall be the Actuarial
                    Equivalent of the retirement income otherwise payable. For
                    purposes of this paragraph, if the present value of a
                    Participant's vested Accrued Benefit is zero (0), the
                    Participant shall be deemed to have received a distribution
                    of such vested Accrued Benefit under this paragraph (e).




                                       42
<PAGE>   49


5.07       PRE-RETIREMENT SURVIVOR ANNUITY

           If a Participant or former Participant dies after having earned a
           nonforfeitable right to his Accrued Benefit, but prior to his Annuity
           Starting Date, and if he is survived by a spouse to whom he has been
           married throughout the twelve (12) month period preceding his death,
           such spouse shall be eligible to receive a Pre-retirement Survivor
           Annuity under this Section 5.07, payable as set forth in subsection
           (a) or (b) below, whichever is applicable:

           (a)      If a Participant dies during employment on or after the
                    attainment of his Early Retirement Age, the Pre-retirement
                    Survivor Annuity shall be a monthly income payable for the
                    life of the spouse, equal to the benefit that would have
                    been payable to the spouse had the deceased Participant
                    retired on the day before death and elected immediate
                    commencement of benefits in the Joint and Survivor Annuity
                    (fifty percent (50%)) form. Payment to the spouse will begin
                    on the first day of the month coinciding with or next
                    following the Participant's date of death unless the spouse
                    elects to defer distribution. The last monthly payment shall
                    be made for the month in which death of such spouse occurs.
                    The spouse may elect to defer commencement of benefits, but
                    not beyond the date the Participant would have attained age
                    seventy and one-half (70 1/2).

           (b)      If a Participant dies during employment but prior to the
                    attainment of his Early Retirement Age, or, in the case of
                    the death of a former Participant, the following rules shall
                    apply:

                    (1)    If a Participant or former Participant was eligible
                           to immediately commence receipt of his retirement
                           income as of the date of his death, the
                           Pre-retirement Survivor Annuity



                                       43
<PAGE>   50

                           shall be a monthly income payable for the life of
                           the spouse, equal to the benefit that would have
                           been payable to the spouse had such Participant
                           retired on the day before death and elected
                           immediate commencement of benefits in the Joint
                           and Survivor Annuity (fifty percent (50%)) form.
                           Payment to the spouse will begin on the first day
                           of the month coinciding with or next following the
                           Participant's date of death unless the spouse
                           elects to defer distribution. The last monthly
                           payment shall be made for the month in which death
                           of such spouse occurs. The spouse may elect to
                           defer commencement of benefits, but not beyond the
                           date the Participant would have attained age
                           seventy and one-half (70 1/2).

                    (2)    If a Participant or former Participant was not
                           eligible to immediately commence receipt of benefits
                           hereunder as of the date of his death, the
                           Pre-retirement Survivor Annuity shall be a monthly
                           income payable for the life of the spouse, equal to
                           the benefit that would have been payable to such
                           spouse had the Participant terminated employment on
                           his date of death (except, where termination of
                           employment occurred prior to his death, the
                           Participant's date of termination of employment shall
                           be used) and then survived and retired on the first
                           date upon which he could have elected immediate
                           benefits and elected immediate commencement of
                           benefits in the Joint and Survivor Annuity (fifty
                           percent (50%) form. Payment to the spouse will begin
                           on the first day of the month in which the
                           Participant could have elected immediate benefits had
                           he survived unless the spouse elects to defer
                           distribution. The last monthly payment shall be made
                           for the month in which



                                       44
<PAGE>   51

                           death of such spouse occurs. The spouse may elect
                           to defer commencement of benefits, but not beyond
                           the date the Participant would have attained age
                           seventy and one-half (70 1/2).

5.08       ADMINISTRATIVE POWERS RELATING TO PAYMENTS

           If a Participant or Beneficiary is under a legal disability or, by
           reason of illness or mental or physical disability, is unable, in the
           opinion of the Retirement Plan Board, to attend properly to his
           personal financial matters, the Trustee may make such payments in
           such of the following ways as the Retirement Plan Board shall direct:

           (a)      Directly to such Participant or Beneficiary; or

           (b)      To the legal representative of such Participant or
                    Beneficiary.

           Any payment made pursuant to this Section 5.08 shall be in complete
           discharge of the obligation for such payment under the Plan.

5.09       NO GUARANTY OF BENEFITS

           The benefits provided under the Plan shall be paid solely from the
           assets of the Trust Fund. Nothing contained in the Plan or the Trust
           Agreement shall constitute a guaranty by the Employer or the Trustee
           that the assets of the Trust Fund will be sufficient to pay any
           benefit to any person.



                                       45
<PAGE>   52


 5.10      TIME OF PAYMENT

           Unless the Participant elects otherwise, payment shall be made or
           shall commence not later than the sixtieth day after the close of the
           Plan Year in which the latest of the following occurs:

           (a)      The Participant attains age sixty-five (65);

           (b)      The tenth anniversary of the year in which the Participant
                    commenced participation in the Plan occurs; or

           (c)      The Participant terminates his employment with the Employer.

           Payment of retirement income to any Participant shall commence no
           later than the April 1 of the calendar year following the calendar
           year in which the Participant attains age seventy and one-half (70
           1/2), whether or not such Participant has retired. Payment shall be
           made in a form of payment provided under Section 5.01, 5.02 or 5.06,
           and such forms of payment do not extend beyond the life of the
           Participant or over the lives of the Participant and a designated
           Beneficiary (or the life expectancy of the Participant or the life
           expectancies of the Participant and a designated Beneficiary.) The
           preceding two sentences shall not apply to a Participant who:

           (a)      Has made a written election to receive his benefits under
                    the Plan at a later date in accordance with Section 242(b)
                    of the Tax Equity and Fiscal Responsibility Act of 1982; or

           (e)      Has attained age seventy and one-half (70 1/2) before
                    January 1, 1988 and was not a five percent (5%) owner of the
                    Employer or a Related Employer at any time during the Plan
                    Year ending with or within the



                                       46
<PAGE>   53

                    calendar year in which such individual attained age
                    sixty-six and one-half (66 1/2) or any subsequent Plan Year.

5.11     DEATH DISTRIBUTION REQUIREMENTS

           (a)        In addition to any other requirements specified in the
                      Plan, if the Participant dies after his Annuity Starting
                      Date, the remaining portion of his retirement income will
                      continue to be distributed at least as rapidly as under
                      the method of distribution being used prior to the
                      Participant's death.

           (b)        In addition to any other requirements specified in the
                      Plan, if the Participant dies before distribution of his
                      interest commences, the Participant's entire interest
                      payable pursuant to his death, if any, will be distributed
                      no later than five (5) years after the Participant's death
                      except to the extent one of the exceptions below is
                      satisfied:

                      (1)     If any portion of the Participant's interest is
                              payable to a designated Beneficiary, pursuant to
                              an election made under Section 5.06(a),
                              distributions may be made in substantially equal
                              installments over the life or life expectancy of
                              the designated Beneficiary commencing no later
                              than one (1) year after the Participant's death;

                      (2)     If the designated Beneficiary is the Participant's
                              surviving spouse, the date distributions are
                              required to begin in accordance with (1) above
                              shall not be earlier than the date on which the
                              Participant would have attained age seventy and
                              one-half (70 1/2), and if the spouse dies before
                              payments begin, subsequent distributions shall be
                              made as if the spouse had been the Participant.



                                       47
<PAGE>   54

                              This Section 5.11(b) is included solely as
                              required under Section 401(a)(9) of the Code and
                              Regulations thereunder and does not provide for a
                              death benefit or distribution option not otherwise
                              provided under the Plan.

5.12       DIRECT ROLLOVERS

           A Distributee may elect, at the time and in the manner prescribed by
           the Plan Administrator, to have any portion of an Eligible Rollover
           Distribution paid directly to an Eligible Retirement Plan in the form
           of a Direct Rollover. Notwithstanding the above, an Eligible Rollover
           Distribution of less than two hundred dollars ($200) is not eligible
           for a Direct Rollover. Further, a Distributee may elect to have an
           Eligible Rollover Distribution paid to only one Eligible Retirement
           Plan in a Direct Rollover.

           For purposes of this Section 5.12, the following definitions apply:

           (a)      "Distributee" means a Participant or former Participant, his
                    surviving spouse, his spouse, or his former spouse who is
                    the Alternate Payee under a Qualified Domestic Relations
                    Order.

           (b)      "Eligible Rollover Distribution" means any distribution of
                    all or any portion of the Participant's vested Accrued
                    Benefit, except that an Eligible Rollover Distribution does
                    not include any distribution that is one (1) of a series of
                    substantially equal periodic payments (not less frequently
                    than annually) made for the life (or life expectancy) of the
                    Participant, or the joint lives (or joint life expectancies)
                    of the Participant and his designated Beneficiary, or for a
                    specified period of ten (10) years or more; any distribution
                    to the extent such distribution is required under Section
                    401(a)(9) of the Code; and the portion of any distribution
                    that is not



                                       48
<PAGE>   55

                    includable in gross income (determined without regard to the
                    exclusion for net unrealized appreciation with respect to
                    employer securities).

           (c)      "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 limited to an individual retirement account or
                    individual retirement annuity.

           (d)      "Direct Rollover" means a payment by the Plan to the
                    Eligible Retirement Plan specified by the Distributee.

           (e)      The Retirement Plan Board shall clearly inform the
                    Distributee that he has a right to a period of at least
                    thirty (30) days after receiving the notice required by
                    Section 402(f) of the Code to consider the decision of
                    whether or not to elect a distribution and, if so, to make a
                    Direct Rollover. The Distributee may thereafter waive the
                    thirty-day period by electing a distribution prior to the
                    expiration of such period.

5.13       LOST PARTICIPANTS

           Any benefit payable under this Plan shall be forfeited if the
           Retirement Plan Board, after reasonable effort, is unable to locate
           the Participant or Beneficiary to whom payment is due. Any such
           benefit shall be restored, without actuarial adjustment or earnings,
           if a claim for the forfeited benefit is made by the Participant or
           Beneficiary to whom such benefit was payable. Such forfeited amounts
           shall be used to reduce Employer Contributions, as provided in
           Section 3.03.




                                       49
<PAGE>   56

                                   ARTICLE VI
                            FIDUCIARY RESPONSIBILITY

6.01       FIDUCIARY RESPONSIBILITY PROVISIONS

           As required by ERISA, the Employer has appointed certain named
           fiduciaries of this Plan and, until otherwise changed by action of
           the Board, such named fiduciary is the Retirement Plan Board.

           The named fiduciary or fiduciaries, as the case may be, shall have
           the authority to control and manage the operation of this Plan, and
           shall be responsible for establishing and carrying out a funding
           policy and method consistent with the objectives of this Plan and the
           requirements of ERISA. If more than one fiduciary has been named,
           this authority and responsibility shall be jointly and severally
           shared.

           Any person or group of persons may serve in more than one (1)
           fiduciary capacity with respect to this Plan. A named fiduciary (or a
           fiduciary designated by a named fiduciary) may employ one (1) or more
           persons to render advice with regard to any responsibilities such
           fiduciary has under the Plan. A person who is a named fiduciary with
           respect to control and management of the assets of the Plan may
           appoint an investment manager or managers to manage any assets of the
           Plan. The insurance carrier's liability as a fiduciary is limited to
           that arising from its management of any assets of the Plan held by
           the insurance carrier in one (1) or more of its separate accounts.

           The Employer may allocate fiduciary responsibilities (other than
           trustee responsibilities) among named fiduciaries if there is more
           than one (1). Provision may be made for named fiduciaries to
           designate persons other than named fiduciaries to carry out fiduciary
           responsibilities under the Plan. If any fiduciary responsibility of a
           named fiduciary is



                                       50
<PAGE>   57

           allocated to any person or a person is designated to carry out such
           responsibility, then such named fiduciary shall not be liable for any
           act or omission of such person in carrying out such responsibility
           except as provided by ERISA.

           No fiduciary guarantees the Fund in any manner against investment
           loss or depreciation of asset value.



                                       51
<PAGE>   58

                                   ARTICLE VII
                              RETIREMENT PLAN BOARD

7.01       APPOINTMENT AND ACCEPTANCE

           As required by ERISA, the Employer has appointed an administrative
           Retirement Plan Board of this Plan by designating individuals to act
           in this capacity and/or offices or positions whose occupants will act
           in this capacity.

           Each member of the Retirement Plan Board shall be deemed to be a
           fiduciary within the meaning of ERISA, and each shall signify his
           acceptance of his function by filing written notice with the
           Employer. No member of the Retirement Plan Board who is an Employee
           shall receive compensation with respect to his services on the
           Retirement Plan Board.

7.02       DUTIES AND AUTHORITY

           The Retirement Plan Board shall administer the Plan on behalf of the
           Employer in a nondiscriminatory manner for the exclusive benefit of
           Participants and their Beneficiaries and with the care, skill
           prudence and diligence under the circumstances then prevailing that a
           prudent man acting in a like capacity and familiar with such matters
           would use in the conduct of an enterprise of a like character and
           with like aims.

           The Retirement Plan Board 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
                    coverage under the Plan;

           (b)      To maintain all necessary records for the administration of
                    the Plan;




                                       52
<PAGE>   59

           (c)      To compute and authorize the payment of retirement income
                    and other benefit payments to eligible Participants and
                    Beneficiaries; subject, however, to the provisions of
                    Section 7.03;

           (d)      To interpret and construe the provisions of the Plan and to
                    make regulations that are not inconsistent with the terms
                    thereof; subject, however, to the provisions of Section
                    7.03; and

           (e)      To advise or assist Participants regarding any rights,
                    benefits, or elections available under the Plan.

           (f)      Subject to Section 7.03, the Retirement Plan Board shall
                    have full and complete discretionary authority to determine
                    eligibility for benefits, to construe the terms of the Plan,
                    and to decide any matter presented through the claims review
                    procedure. Any final determination by the Retirement Plan
                    Board shall be binding on all parties. If challenged in
                    court, such determination shall not be subject to de novo
                    review and shall not be overturned unless proven to be
                    arbitrary and capricious based upon the evidence considered
                    by the Retirement Plan Board at the time of such
                    determination.

           The Retirement Plan Board annually shall prepare a report, which
           shall be submitted to the Board, showing in reasonable summary the
           assets and liabilities of the Plan and giving a brief account of the
           operation of the Plan for the past year.

           In addition, the Retirement Plan Board shall also furnish annually to
           the Joint Committee, to be established under Section 7.10(g), a
           report regarding the operation of the Plan and such additional
           information as may be reasonably required.




                                       53
<PAGE>   60

           The Retirement Plan Board, either as a board or as individuals, shall
           not be liable for any loss or depreciation of the Trust Fund or for
           any insufficiency therein. All payments of pensions as provided in
           this Plan shall be made solely out of the Trust Fund and the
           Retirement Plan Board shall not be in any manner liable therefor.

           The members of the Retirement Plan Board and the Employer and its
           officers and directors shall be entitled to rely upon all tables,
           valuations, certificates, and reports furnished by any actuary, upon
           all certificates and reports made by any accountant, and upon all
           opinions given by any legal counsel, selected or approved by the
           Retirement Plan Board or the Employer, and the members of the
           Retirement Plan Board and the Employer and its officers and directors
           shall be fully protected in respect of any action taken or suffered
           by them in good faith in reliance on any such tables, valuations,
           certificates, reports, opinions, or any other advice of such actuary,
           accountant, or counsel, and all action so taken or suffered shall be
           conclusive upon all Employees and pensioners.

           The Employer shall select a qualified actuary to make periodic
           actuarial valuations of the Plan for the purpose of determining
           whether the "monthly pension unit" can be maintained by the assets of
           the Trust Fund and by the level of future contributions. A copy of
           the report of the actuary shall be furnished to the Employer and the
           Joint Committee. Following the submission of the actuary's report and
           its review by the Employer and Joint Committee, the parties shall
           meet to consider any changes which might have been indicated as
           necessary or desirable by the actuary's report. No changes in the
           "monthly pension unit" or other provisions of the Plan shall be made
           except with the agreement of both parties; provided, however, that
           pensions once granted shall not be reduced, except as provided in
           this Plan.

           The Retirement Plan Board shall take such actions as are necessary to
           establish and maintain the Plan as a retirement program that is at
           all times in full and timely compliance with any law or regulation
           having pertinence to this Plan.




                                       54
<PAGE>   61

           The Retirement Plan Board shall be granted by the Employer all
           reasonable powers necessary or appropriate to accomplish its duties
           as an administrative Retirement Plan Board.

7.03       DECISIONS OF THE RETIREMENT PLAN BOARD

           Decisions of the Retirement Plan Board shall be final and binding on
           all Employees, except as provided in this Section 7.03. If any
           difference shall arise between the Employer or the Board and any
           Employee who shall be an applicant for retirement income as to:

           (a)      The number of years of Service of such applicant in the
                    employ of the Employer;

           (b)      The age of such applicant;

           (c)      The propriety of or correctness of calculations of any
                    deductions from retirement income under the provisions of
                    this Plan;

           (d)      Whether an applicant, who shall have been determined to be
                    permanently incapacitated and who shall have at least
                    fifteen (15) years of such Service but shall not have
                    attained his Normal Retirement Date, shall have become so
                    permanently incapacitated through some unavoidable cause; or

           (e)      Calculations of retirement income under this Plan, and
                    agreement cannot be reached between the Retirement Plan
                    Board and a representative of the Union, such question shall
                    be referred to an impartial umpire to be selected by the
                    Retirement Plan Board and the Union. The impartial



                                       55
<PAGE>   62

                    umpire shall have authority only to decide the question
                    pursuant to the provisions of this Plan applicable to the
                    question, but he shall not have authority in any way to
                    alter, add to, or subtract from any of such provisions. The
                    decision of the impartial umpire on any such question shall
                    be binding on the Employer, the Retirement Plan Board, the
                    Union and the Employee. The fees and expenses of the
                    impartial umpire shall be shared equally by the Employer and
                    the Union.

7.04       DIFFERENCES AS TO DISABILITY

           If any difference shall arise between the Employer and any Employee
           as to whether such Employee is or continues permanently incapacitated
           within the meaning of Section 1.33, such difference shall be resolved
           as follows:

           The Employee shall be examined by a physician appointed for the
           purpose by the Employer and by a physician appointed for the purpose
           by a duly authorized representative of the Union. If they shall
           disagree concerning whether the Employee is permanently
           incapacitated, that question shall be submitted to a third physician
           selected by such two (2) physicians. The medical opinion of the third
           physician, after examination of the Employee and consultation with
           the other two (2) physicians, shall decide such question. The fees
           and expenses of the third physician shall be shared equally by the
           Employer and the Union.

7.05       RETIREMENT PLAN BOARD PROCEDURES

           The Retirement Plan Board shall act by a majority of its members in
           office at any time and may adopt such bylaws and regulations as it
           deems desirable for the conduct of its affairs.



                                       56
<PAGE>   63

7.06       EXPENSES AND ASSISTANCE

           All reasonable expenses necessary to operate and administer the Plan
           shall be borne by the Employer. The Employer shall furnish the
           Retirement Plan Board with such clerical and other assistance as is
           required in the performance of its duties.

7.07       PARTICIPANTS AND OTHER PAYEES - DATA

           Participants and other persons affected by the Plan shall furnish the
           Retirement Plan Board upon request such documents, evidence, or
           information which the Retirement Plan Board considers necessary or
           desirable for the purpose of administering the Plan. The Retirement
           Plan Board may cause to be withheld any benefit payments, otherwise
           due the Participant or other person, until the required document,
           evidence, or other information is so furnished.

7.08       RESIGNATION AND REMOVAL OF MEMBER OF RETIREMENT PLAN BOARD

           A member of the Retirement Plan Board may resign at any time by
           delivering to the Employer a written notice or resignation, to take
           effect at a date specified therein. Such date should not be less than
           thirty (30) days after the delivery of the resignation, unless waived
           by the Employer.

           A member of the Retirement Plan Board may be removed with or without
           cause by the Employer through delivery to him of written notice of
           removal, to take effect at a date specified therein.




                                       57
<PAGE>   64

7.09       APPOINTMENT OF SUCCESSOR

           In the event any position on the Retirement Plan Board is vacant, the
           Employer shall promptly designate a successor member of the
           Retirement Plan Board who must signify acceptance of this position in
           writing.

7.10       PLAN ADMINISTRATION - MISCELLANEOUS

           (a)      FILING A CLAIM FOR BENEFITS. A Participant or Beneficiary
                    shall notify the Retirement Plan Board of a claim for
                    benefits under the Plan. Such request may be in any form
                    adequate to give reasonable notice to the Retirement Plan
                    Board and shall set forth the basis of such claim and shall
                    authorize the Retirement Plan Board to conduct such
                    examinations as may be necessary to determine the validity
                    of the claim and to take such steps as may be necessary to
                    facilitate the payment of any benefits to which the
                    Participant or Beneficiary may be entitled under the Plan.

           (b)      DENIAL OF CLAIM. Whenever a claim for benefits by any
                    Participant or Beneficiary has been denied, written notice
                    prepared in a manner calculated to be understood by the
                    Participant or Beneficiary will be provided, setting forth
                    the specific reasons for the denial and explaining the
                    procedure for an appeal and review of the decision by the
                    Retirement Plan Board.

           (b)        MASCULINE AND FEMININE, SINGULAR AND PLURAL. In construing
                      the text of this Plan, the masculine shall include the
                      feminine and the singular shall include the plural, and
                      the plural the singular wherever the context shall plainly
                      so require.




                                       58
<PAGE>   65

           (d)      REFERENCE TO LAWS. Any reference herein to any section of
                    the Code, ERISA, or any other statute or law shall be deemed
                    to include any successor statute or law of similar import.

           (e)      LIMITATION. Participation in the Plan shall not grant any
                    Participant the right to be retained in the service of the
                    Employer or any other rights other than those to which he is
                    entitled under relevant law or regulations.

           (f)      DIVESTMENT OF BENEFITS FOR CAUSE PRECLUDED. In no event may
                    a Participant be divested for cause of retirement income or
                    other benefits which he is eligible to receive.

           (g)      JOINT COMMITTEE. The Joint Committee under this Plan shall
                    consist of six (6) members, three (3) of whom shall be
                    designated by the Employer and three (3) of whom shall be
                    designated by the Union. The several members of the Joint
                    Committee shall serve until their respective successors have
                    been selected in like manner. The Joint Committee shall be
                    entitled to receive from the Retirement Plan Board an annual
                    report regarding the operation of the Plan and the benefits
                    thereunder insofar as they affect the Employees of the
                    Employer and such additional information as shall be
                    reasonably required for the purpose of enabling the
                    Committee to be properly informed. The Joint Committee may
                    make such recommendations as in its discretion it deems
                    advisable to the Retirement Plan Board and the Union.

           (h)      CLERICAL ERROR. If any fact pertaining to eligibility for or
                    amounts of benefits payable under the Plan to a Participant
                    or other payee has been misstated, or in the event of
                    clerical error, the benefits will be adjusted on the basis
                    of the correct facts in a manner precluding individual
                    selection.




                                       59
<PAGE>   66

           (i)      ADMINISTRATIVE AND INTERPRETIVE AUTHORITY. The Retirement
                    Plan Board shall have the sole responsibility for the
                    administration of the Plan, and, except as herein expressly
                    provided, the Retirement Plan Board shall have the exclusive
                    right to interpret the provisions of the Plan and to
                    determine any question arising hereunder or in connection
                    with the administration of the Plan, including the remedying
                    of any omission, inconsistency, or ambiguity, and its
                    decision or action in respect thereof shall be conclusive
                    and binding upon any and all Participants, former
                    Participants, Beneficiaries, heirs, distributees, executors,
                    administrators, and assigns, subject to the provisions of
                    Article VII. Specifically included within the Retirement
                    Plan Board's exclusive right to interpret Plan provisions
                    shall be the right to make a determination on a
                    non-discriminatory basis that an Employee is eligible to
                    participate or remain a Participant hereunder and that a
                    Participant has terminated employment with the Employer or
                    Related Employer, if applicable. If challenged in court, any
                    determinations by the Retirement Plan Board shall not be
                    subject to DE NOVO review and shall not be overturned unless
                    proven to be arbitrary and capricious based upon the
                    evidence considered by the Retirement Plan Board at the time
                    of such determination.

           (i)      DOMESTIC RELATIONS ORDERS. The Retirement Plan Board shall
                    establish reasonable procedures to determine whether a
                    Domestic Relations Order is a Qualified Domestic Relations
                    Order. Such procedures must be in writing, must provide for
                    the prompt notification of each person specified in the
                    order as being entitled to payment of benefits under the
                    Plan, and must permit an alternate payee, as defined in Code
                    Section 414(p)(8), to designate a representative for receipt
                    of copies of notices that are sent to the alternate payee
                    with respect to a Domestic Relations Order.



                                       60
<PAGE>   67

                                  ARTICLE VIII

                            RESTRICTIONS ON BENEFITS

8.01       RESTRICTIONS ON PLAN TERMINATION

           In the event of Plan termination, the benefit of any Participant or
           former Participant who is a highly compensated employee shall be
           limited to a benefit that is nondiscriminatory under Section
           401(a)(4) of the Code.

           For purposes of this Article VIII, "highly compensated employee"
           shall mean highly compensated employee as defined under Section
           414(q) of the Code.

8.02       RESTRICTION ON DISTRIBUTIONS

           (a)      The annual payments to a restricted Participant shall be
                    limited to an amount equal to the payments that would be
                    made on behalf of such restricted Participant under a single
                    life annuity that is the Actuarial Equivalent of the sum of
                    the restricted Participant's Accrued Benefit and other
                    benefits under the Plan.

                    Notwithstanding the foregoing, the restriction set forth in
                    this Section 8.02 shall not apply in the event that either
                    of the following requirements is met:

                    (1)     The value of Plan assets equals or exceeds one
                            hundred ten percent (110%) of the value of the
                            Plan's current liabilities, as defined under Section
                            412(l)(7) of the Code, after payment to a restricted
                            Participant of his "Benefits" as described in
                            paragraph (b) below; or




                                       61
<PAGE>   68

                    (2)     The value of "Benefits," as described in paragraph
                            (b) below, of a restricted Participant is less than
                            one percent (1%) of the value of the Plan's current
                            liabilities, as defined in Section 412(l)(7) of the
                            Code.

                    For purposes of this Section 8.02(a), "restricted
                    Participant" means a Participant or former Participant who
                    is among the twenty-five (25) highest paid highly
                    compensated employees.

                    "Benefits," for purposes of this Section 8.02(a), include
                    loans in excess of the amounts set forth in Section
                    72(p)(2)(A) of the Code, any periodic income, the value of
                    any withdrawals made by the Participant, in the event the
                    Participant is still living, and any death benefits not
                    provided for by insurance on the Participant's life.

           (b)      Notwithstanding any other provision of the Plan, no
                    prohibited payments shall be made during any period the Plan
                    has a liquidity shortfall. For this purpose, a plan has a
                    liquidity shortfall during the period that there is an
                    underpayment of an installment under Code Section 412(m) by
                    reason of paragraph (5)(A) thereof. A prohibited payment for
                    this purpose means (1) any payment in excess of the monthly
                    amount paid under a single life annuity to a Participant or
                    Beneficiary whose Annuity Starting Date occurs during the
                    period of the liquidity shortfall or (2) any payment for the
                    purchase of an irrevocable commitment from an insurer to pay
                    benefits.




                                       62
<PAGE>   69

                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

9.01       RIGHT TO AMEND OR TERMINATE

           This Plan may be amended or modified in whole or in part from time to
           time upon agreement between the Employer and the Union; provided,
           however, that no amendment:

           (a)      Shall have the effect of vesting in the Employer or any
                    Related Employer any interest in or control of any funds,
                    securities or other property subject to the terms of the
                    Trust;

           (b)      Shall authorize or permit at any time any part of the corpus
                    or income of the Trust Fund to be used for or diverted to
                    purposes other than for the exclusive benefit of
                    Participants and their Beneficiaries, except as provided in
                    Section 3.04;

           (c)      Shall have any retroactive effect as to deprive any
                    Participant, former Participant or Beneficiary of any
                    benefit already accrued, save only that no amendment made in
                    conformance with the provisions of the Code or any other
                    statute relating to employees' trusts, or of any official
                    regulation or rulings issued pursuant thereto, shall be
                    considered prejudicial to the rights of any Participant or
                    Beneficiary; or

           (d)      Shall eliminate an optional form of benefit or decrease an
                    Accrued Benefit.

         Notwithstanding the foregoing, the Employer shall have the authority to
         amend the Plan as necessary or appropriate to preserve the
         qualification of the Plan under



                                       63
<PAGE>   70

          Section 401(a) of the Code, and its accompanying trust under Section
          501(a) of the Code, which amendments may be retroactive if necessary
          or appropriate.

9.02       TERMINATION

           (a)      It is the expectation of the Employer that it will continue
                    this Plan and the payment of contributions hereunder
                    indefinitely, but the continuation of the Plan is not
                    assumed as a contractual obligation of the Employer, and the
                    right is reserved by the Employer at any time to discontinue
                    permanently its contributions hereunder. In the event that
                    the Plan is terminated in whole or in part or if
                    contributions by the Employer are discontinued completely,
                    the benefits then accrued for all affected Participants
                    shall be fully vested and nonforfeitable. Notwithstanding
                    the previous sentence, a person shall have recourse in
                    seeking satisfaction of his benefits against only the Trust
                    Fund and the PBGC. No Participant or Beneficiary shall have
                    a claim against the Employer, the Trust or any Plan
                    fiduciary for any benefit in excess of the amount funded on
                    the date of the Plan termination.

           (b)      This Plan may be terminated by the Board at any time, but
                    the Employer must notify the PBGC of its intention to
                    terminate the Plan. Such termination shall become effective
                    as set forth in ERISA.

           (c)      The funds are to be allocated in such manner as:

                    (1)     To continue benefits which began to be paid three
                            (3) years before the termination date under the
                            provisions of the Plan in effect during the five (5)
                            years prior to termination which would provide the
                            smallest benefit. Benefits which would be in this
                            category if the Participant eligible



                                       64
<PAGE>   71

                            for benefits had elected to begin receipt of such
                            benefit payments at least three (3) years prior to
                            the termination shall also be provided;

                    (2)     Then to provide all other insured benefits
                            guaranteed by the PBGC, including benefits for a
                            substantial owner who owns directly or indirectly
                            more than ten percent (10%) of the Employer's voting
                            stock;

                    (3)     Then to provide all other nonforfeitable benefits;

                    (4)     Then to provide all other benefits under the Plan;
                            and

                    (5)     Then to provide a return to the Employer of any
                            balance due to actuarial error if any assets remain
                            after all liabilities with respect to Participants,
                            former Participants and Beneficiaries have been
                            satisfied.

           This allocation is intended to fulfill the requirements of ERISA, and
           assets shall be allocated on the basis of ERISA should the above
           provisions and ERISA differ.

9.03       PARTIAL TERMINATION

           In the event the Plan is partially terminated, the Participants
           affected shall have a nonforfeitable right to the benefits accrued to
           the date of the partial termination. Notwithstanding the foregoing,
           upon the termination of the Plan, the benefits of any missing
           participants, as defined in Section 4050 of ERISA, shall be
           transferred to the PBGC in accordance with Section 401(a)(34) of the
           Code and Section 4050 of ERISA.




                                       65
<PAGE>   72

9.04       METHOD OF PAYMENT

           Amounts allocated to affected individuals upon termination or partial
           termination of the Plan shall be paid through the purchase of annuity
           contracts; provided, however, that if the single sum value of an
           individual's benefit is five thousand dollars ($5,000) (three
           thousand five hundred dollars ($3,500) prior to January 1, 1998) or
           less, payment shall be made in a single sum in cash. The single sum
           value shall be determined based on the 1983 Group Annuity Mortality
           Table, as set forth in Revenue Ruling 95-6, as it may be updated from
           time to time and the annual interest rate on thirty-year (30)
           Treasury securities for the month that is two (2) months prior to the
           first day of the Plan Year that includes the Annuity Starting Date.

9.05       NOTICE OF AMENDMENT, TERMINATION, OR PARTIAL TERMINATION

           Affected Participants shall be notified of an amendment, termination
           or partial termination of the Plan as required by the applicable
           provisions of ERISA. In the event that any amendment to the Plan
           would change the provisions of Section 4.04 with respect to
           eligibility for a nonforfeitable benefit, each Participant who has
           completed at least three (3) years of Vesting Service shall be
           entitled to elect, in accordance with ERISA, to have his right to a
           nonforfeitable benefit computed under the Plan without regard to such
           amendment.



                                       66
<PAGE>   73

                                    ARTICLE X
                                  MISCELLANEOUS

10.01      NO CONTRACT OF EMPLOYMENT

           Nothing herein contained shall be construed to constitute a contract
           of employment between the Employer and any Employee. The employment
           records of the Employer and the Trustee's records shall be final and
           binding upon all Employees as to liability and participation.

10.02      MERGER OR CONSOLIDATION OF PLAN, TRANSFER OF ASSETS

           Any merger or consolidation of the Plan with another plan or transfer
           of Plan assets or liabilities to any other plan shall be effected, in
           accordance with such regulations, if any, as may be issued pursuant
           to Section 208 of ERISA, in such a manner that each Participant in
           the Plan would receive, if the merged, consolidated or transferred
           plan were terminated immediately following such event, a benefit
           which is equal to or greater than the benefit he would have been
           entitled to receive if the Plan had terminated immediately before
           such event. Notwithstanding the foregoing, compliance with the
           applicable regulations under Section 414(l) shall be deemed in
           compliance with this Section 10.02.

10.03      DATA

           It shall be a condition precedent to the payment of all benefits
           under the Plan that each Participant, former Participant and
           Beneficiary must furnish to the Employer such documents, evidence or
           information as the Employer considers necessary or desirable for the
           purpose of administering the Plan, or to protect the Employer or the
           Trustee.



                                       67
<PAGE>   74

10.04      RESTRICTIONS UPON ASSIGNMENTS AND CREDITORS' CLAIMS

           Except as otherwise provided in the Plan, no Participant, former
           Participant or any Beneficiary, or the estate of any such person,
           shall have the power to assign, pledge, encumber or transfer any
           interest in the Trust Fund while the same shall be in possession of
           the Trustee. Any such attempt at alienation shall be void. No such
           interest shall be subject to attachment, garnishment, execution, levy
           or any other legal or equitable proceeding or process, and any
           attempt to do so shall be void. The preceding shall apply also to the
           creation, assignment or recognition of any right to any benefit
           payable with respect to a Participant pursuant to a domestic
           relations order, unless such order is determined to be a qualified
           domestic relations order, as defined in Section 414(p) of the Code. A
           domestic relations order entered before January 1, 1985 will be
           treated as a qualified domestic relations order if payment of
           benefits pursuant to the order has commenced as of such date and may
           be treated as a qualified domestic relations order if payment of
           benefits has not commenced as of such date, even though the order
           does not satisfy the requirements of Section 414(p) of the Code.

           Effective with respect to judgments, orders and decrees issued, and
           settlement agreements entered into, on or after August 5, 1997, the
           preceding provisions, as set forth in Section 401(a)(13)(A) of the
           Code, shall not apply to any offset of a Participant's benefits under
           the Plan against an amount that the Participant is ordered or
           required to pay to the Plan if such offset meets the requirements of
           Section 401(a)(13)(C) of the Code.

10.05      RESTRICTION OF CLAIMS AGAINST TRUST FUND

           The Trust Fund under this Plan and Trust Agreement from its inception
           shall be a separate entity aside and apart from the Employer and its
           assets. The Trust 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 the Employer. Neither the establishment of the Trust
           Fund, the modification thereof, the creation of any fund or account
           nor the payment of any benefits



                                       68
<PAGE>   75

           shall be construed as giving any Participant or any other person
           whomsoever any legal or equitable rights against the Employer or the
           Trustee unless the same shall be specifically provided for in this
           Plan.

10.06      BENEFITS PAYABLE ONLY FROM TRUST FUND

           The benefits under the Plan shall be only such as can be provided by
           the Trust Fund. Except as may be provided by law, no liability for
           the payment of benefits hereunder to Participants or their surviving
           spouses shall be imposed upon the Company or any Employer, its
           officers or shareholders, and there shall be no liability or
           obligation on the part of the Company or any Employer to make any
           further contributions in the event of termination of the Plan.

10.07      SUCCESSOR TO EMPLOYER

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

10.08      APPLICABLE LAW

           The Plan shall be construed and administered in accordance with
           ERISA, and any judicial review thereunder shall be governed by the
           "arbitrary and capricious" standard, and with the laws of the state
           where the Employer has its principal office, to the extent that such
           laws are not preempted by ERISA.




                                       69
<PAGE>   76

10.09      INTERNAL REVENUE SERVICE APPROVAL

           This amendment and restatement of the Plan shall be effective as of
           December 31, 2000 provided that the Employer shall obtain a favorable
           determination letter from the Internal Revenue Service that this Plan
           and the related Trust Agreement qualify under Sections 401(a) and
           501(a) of the Code, as amended. Any modification or amendment of this
           Plan may be made retroactive as necessary or appropriate in order to
           secure or maintain such qualification.



                                       70
<PAGE>   77


                                   ARTICLE XI
                              TOP-HEAVY PROVISIONS

11.01    GENERAL

         Notwithstanding anything herein to the contrary, the following
         provisions shall apply with respect to any Plan Year in which the Plan
         is deemed to be Top-heavy.

11.02    DEFINITIONS

         DETERMINATION DATE

         With respect to any Plan Year, the last calendar day of the immediately
         preceding Plan Year, or, in the case of the first Plan Year, the last
         calendar day of the first Plan Year.

         KEY EMPLOYEE

         Any Employee or former Employee (and the Beneficiaries of such
         Employee) who at any time during the Plan Year or any of the four (4)
         immediately preceding Plan Years (or, if fewer, the total number of
         Plan Years during which the Plan has been in effect) is or was:

         (a)      An officer of an Employer or a Related Employer who has an
                  annual compensation in excess of fifty percent (50%) of the
                  dollar limitation under Section 415(b)(1)(A) of the Code for
                  such Plan Year.

         (b)      An owner (or considered an owner under Section 318 of the
                  Code) of one (1) of the ten (10) largest interests in an
                  Employer or a Related Employer if such individual's
                  compensation exceeds the dollar limitation under Section
                  415(c)(1)(A) of the Code;

         (c)      A five percent (5%) owner of an Employer; or


         (d)      A one percent (1%) owner of an Employer who has an annual
                  compensation in excess of one hundred fifty thousand dollars
                  ($150,000).




                                       71
<PAGE>   78

         An officer is defined as an actual officer of an Employer or a Related
         Employer, provided that not more than the greater of three (3)
         Employees or ten percent (10%) of the Employees (but in no event more
         than fifty (50) Employees) shall be considered as officers in
         determining whether a plan is Top-heavy.

         NON-KEY EMPLOYEE

         Any Employee who is not included in the definition of Key Employee.

         TOP-HEAVY PLAN

         For any Plan Year, this Plan is Top-heavy if any of the following
         conditions exist:

         (a)    If the Top-heavy Ratio for this Plan exceeds sixty percent (60%)
                and this Plan is not a part of any Required Aggregation Group or
                Permissive Aggregation Group of plans.

         (b)    If this Plan is a part of a Required Aggregation Group of plans
                (but is not a part of a Permissive Aggregation Group of plans)
                and the Top-heavy Ratio for the group of plans exceeds sixty
                percent (60%).

         (c)    If this Plan is a part of a Required Aggregation Group of plans
                and a part of a Permissive Aggregation Group of plans and the
                Top-heavy Ratio for the Permissive Aggregation Group of plans
                exceeds sixty percent (60%).




                                       72
<PAGE>   79


         TOP-HEAVY RATIO

         (a)    If an Employer maintains one (1) or more defined benefit plans
                and an Employer has never maintained any defined contribution
                plans (including any simplified employee pension plan) which,
                during the five (5) year period ending on the Determination
                Date, has or has had account balances, the Top-heavy Ratio for
                this Plan alone or for the Required or Permissive Aggregation
                Group, as appropriate, is a fraction, the numerator of which is
                the sum of the Present Value of accrued benefits of all Key
                Employees under the aggregated defined benefit plans as of the
                Determination Date (including any part of any accrued benefit
                distributed in the five (5) year period ending on the
                Determination Date), and the denominator of which is the sum of
                the Present Value of all accrued benefits (including any part of
                any accrued benefit distributed in the five (5) year period
                ending on the Determination Date) of all Participants as of the
                Determination Date, both computed in accordance with Section 416
                of the Code. The numerator and denominator of the Top-heavy
                Ratio shall be adjusted to reflect any contribution not actually
                made as of the Determination Date, but which is required to be
                taken into account on that date under Section 416 of the Code.

         (b)    If an Employer maintains or has maintained one (1) or more
                defined benefit plans and an Employer maintains or has
                maintained one (1) or more defined contribution plans (including
                any simplified employee pension plan) which, during the five (5)
                year period ending on the Determination Date, has or has had any
                account balances, the Top-heavy Ratio for any Required or
                Permissive Aggregation Group, as appropriate, is a fraction, the
                numerator of which is the sum of the account balances under the
                aggregated defined contribution plans for all Key Employees as
                of the Determination Date and the Present Value of accrued
                benefits under the aggregated defined benefit plans for all Key
                Employees as of the Determination Date, and the denominator of
                which is the sum of the account balances under the aggregated
                defined contribution plans for all Participants and the Present
                Value of accrued



                                       73
<PAGE>   80

                benefits under the aggregated defined benefit plans for all
                Participants as of the Determination Date, determined in
                accordance with Section 416 of the Code. Both the numerator and
                denominator of the Top-heavy Ratio shall be adjusted for any
                distribution of an account balance or accrued benefit made in
                the five (5) year period ending on the Determination Date and
                any contributions due but unpaid as of the Determination Date.


         (c)    For purposes of (a) and (b) above, the value of account balances
                and the Present Value of accrued benefits shall be determined as
                of the most recent Valuation Date occurring within the twelve
                (12) month period ending on the Determination Date, except as
                provided in Section 416 of the Code for the first and second
                Plan Years of a defined benefit plan. The accrued benefits of
                Non-key Employees shall be determined under the method which is
                used for accrual purposes for all plans of the Employer or, if
                there is no such method, then as if such benefit accrued not
                more rapidly than the slowest accrual rate permitted under the
                fractional accrual rate of Code Section 411(b)(1)(C). The
                account balances and accrued benefits of a Participant who is
                not a Key Employee but who was a Key Employee in a prior year
                or, effective for Plan Years beginning on or after September 1,
                1985, who has not performed services for the Employer at any
                time during the five (5) Plan Year period ending on the
                Determination Date shall be disregarded. The calculation of the
                Top-heavy Ratio and the extent to which distributions, rollovers
                and direct transfers are taken into account will be made in
                accordance with Section 416 of the Code. When aggregating plans,
                the value of account balances and accrued benefits will be
                calculated with reference to the Determination Dates that fall
                within the same calendar year.

                PERMISSIVE AGGREGATION GROUP

                The Required Aggregation Group of plans plus any other plan or
                plans of the Employer or a Related Employer which, when
                considered as a group with the



                                       74
<PAGE>   81

                Required Aggregation Group, would continue to satisfy the
                requirements of Sections 401(a)(4) and 410 of the Code.

                REQUIRED AGGREGATION GROUP

                (a)   Each qualified plan of the Employer or a Related
                      Employer in which at least one (1) Key Employee
                      participates; and


                (b)   Any other qualified plan of the Employer or a Related
                      Employer which enables a plan described in (a) to meet the
                      requirements of Section 401(a)(4) or 410 of the Code.

                PRESENT VALUE

                Present Value will be determined on the basis of the actuarial
                assumptions then being used for funding purposes.

                VALUATION DATE

                The same Valuation Date used for computing Plan costs for
                minimum funding, regardless of whether an actuarial valuation is
                performed that year.

     11.03      MINIMUM ACCRUED BENEFIT

                (a)   Notwithstanding any other provision in this Plan except
                      subparagraphs (c) and (e) below, for any Plan Year in
                      which this Plan is Top-heavy, each Participant who is not
                      a Key Employee and who has completed one thousand (1,000)
                      Hours of Service will accrue a benefit (to be provided
                      solely by Employer contributions and expressed as a life
                      annuity commencing at Normal Retirement Date) of not less
                      than two percent (2%) of his highest average compensation
                      for the five (5) consecutive years for which the
                      Participant had the highest compensation. The minimum
                      accrual is determined without regard to any Social
                      Security contribution. The minimum accrual applies even
                      though under other



                                       75
<PAGE>   82

                      Plan provisions the Participant would not otherwise be
                      entitled to receive an accrual, or would have received a
                      lesser accrual for the year because the Non-key Employee's
                      compensation is less than a stated amount, the Non-key
                      Employee is not employed on the last day of the accrual
                      computation period or the Plan is integrated with Social
                      Security.


                (b)   For purposes of computing the minimum accrued benefit,
                      compensation will mean compensation as defined in Section
                      4.09 of the Plan.

                (c)   No additional benefit accruals shall be provided pursuant
                      to (a) above to the extent that the total accruals on
                      behalf of the Participant attributable to Employer
                      contributions will provide a benefit expressed as a life
                      annuity commencing at Normal Retirement Date that equals
                      or exceeds twenty percent (20%) of the Participant's
                      highest average compensation for the five (5) consecutive
                      years for which the Participant had the highest
                      compensation.

                (d)   If the form of benefit is other than a life annuity, the
                      Employee must receive an amount that is the Actuarial
                      Equivalent of the minimum life annuity benefit. If the
                      benefit commences at a date other than at Normal
                      Retirement Date, the Employee must receive at least an
                      amount that is the Actuarial Equivalent of the minimum
                      life annuity benefit commencing at Normal Retirement Date.

                (e)   The provisions in (a) above shall not apply to any
                      Participant to the extent that the Participant is covered
                      under any other plan or plans of the Employer and the
                      Employer has provided that the minimum benefit requirement
                      applicable to this Top-heavy Plan will be met in the other
                      plan or plans.

                (f)   The minimum accrued benefit required (to the extent
                      required to be nonforfeitable under Section 416(b) of the
                      Code) may not be forfeited or



                                       76
<PAGE>   83

                      suspended under Section 411(a)(3)(B) or Section
                      411(a)(3)(D) of the Code.

     11.04      VESTING REQUIREMENTS

                With respect to any Plan Year that the Plan is a Top-heavy plan,
                the Plan shall have the following vesting schedule:

Years of Service for Vesting                  Vested Percentage
----------------------------                  -----------------
Less than 2 years                             0%
2 years                                       20%
3 years                                       40%
4 years                                       60%
5 years                                       80%
6 years or more                               100%


                The minimum vesting schedule applies to all benefits within the
                meaning of Section 411(a)(7) of the Code except those
                attributable to employee contributions, including benefits
                accrued before the effective date of Section 416 of the Code and
                benefits accrued before the Plan became Top-heavy. Further, no
                reduction in vested benefits may occur in the event the Plan's
                status as Top-heavy changes for any Plan Year. However, this
                Section does not apply to the Accrued Benefits of any Employee
                who does not have an Hour of Service after the Plan has
                initially become Top-heavy, and such Employee's Accrued Benefits
                attributable to Employer contributions will be determined
                without regard to this section.

                This minimum vesting schedule applies only to the extent that it
                provides more favorable vesting than the vesting schedule
                provided in Section 4.04.




                                       77
<PAGE>   84

       11.05    SPECIAL 415 LIMITATIONS

                For purposes of Section 4.08 for Limitation Years beginning
                prior to January 1, 2000, in any Plan Year in which the Plan is
                deemed to be a Top-heavy plan, the number 1.25 shall be replaced
                by the number 1.0 to the extent required under Code Section
                416(h); provided, however, that such adjustment will not occur
                if the Top-heavy Ratio does not exceed ninety percent (90%) and
                additional benefits are provided for Non-key Employees in
                accordance with the provisions of Section 416(h)(2)(A) and
                Section 416(h)(2)(B) of the Code. In such case, the minimum
                accrued benefit provided in Section 11.03(a) shall be increased
                to three percent (3%) of the Participant's average compensation
                for the five (5) consecutive years for which the Participant had
                the highest compensation and the maximum accrual provided in
                Section 11.03(c) shall be increased to thirty percent (30%).



                                       78
<PAGE>   85

                                     TABLE I

                       EARLY RETIREMENT ADJUSTMENT FACTORS

                 NUMBER OF YEARS AND MONTHS FROM RETIREMENT DATE

                            TO NORMAL RETIREMENT DATE

<TABLE>
<CAPTION>

      Months         Years:       0             1             2             3             4             5
      ------         ------       -             -             -             -             -             -
<S>                  <C>        <C>          <C>            <C>          <C>            <C>           <C>
         0                                     92.8%         85.6%         78.4%         71.2%         64.0%
         1                       99.4%         92.2%         85.0%         77.8%         70.6%         63.7%
         2                       98.8%         91.6%         84.4%         77.2%         70.0%         63.4%
         3                       98.2%         91.0%         83.8%         76.6%         69.4%         63.1%
         4                       97.6%         90.4%         83.2%         76.0%         68.8%         62.8%
         5                       97.0%         89.8%         82.6%         75.4%         68.2%         62.5%
         6                       96.4%         89.2%         82.0%         74.8%         67.6%         62.2%
         7                       95.8%         88.6%         81.4%         74.2%         67.0%         61.9%
         8                       95.2%         88.0%         80.8%         73.6%         66.4%         61.6%
         9                       94.6%         87.4%         80.2%         73.0%         65.8%         61.3%
        10                       94.0%         86.8%         79.6%         72.4%         65.2%         61.0%
        11                       93.4%         86.2%         79.0%         71.8%         64.6%         60.7%
</TABLE>


<TABLE>
<CAPTION>

      Months         Years:       6             7             8             9            10
      ------                      -             -             -             -            --
<S>                  <C>        <C>           <C>           <C>           <C>           <C>
         0                       60.4%         56.8%         53.2%         49.6%         46.0%
         1                       60.1%         56.5%         52.9%         49.3%
         2                       59.8%         56.2%         52.6%         49.0%
         3                       59.5%         55.9%         52.3%         48.7%
         4                       59.2%         55.6%         52.0%         48.4%
</TABLE>



                                       79
<PAGE>   86


<TABLE>
<CAPTION>

<S>                  <C>        <C>           <C>           <C>           <C>           <C>
         5                       58.9%         55.3%         51.7%         48.1%
         6                       58.6%         55.0%         51.4%         47.8%
         7                       58.3%         54.7%         51.1%         47.5%
         8                       58.0%         54.4%         50.8%         47.2%
         9                       57.7%         54.1%         50.5%         46.9%
        10                       57.4%         53.8%         50.2%         46.6%
        11                       57.1%         53.5%         49.9%         46.3%
</TABLE>




                                       80
<PAGE>   87


                                   TABLE II

                    JOINT AND SURVIVOR ADJUSTMENT FACTORS
              50% CONTINUATION TO SPOUSE & CONTINGENT ANNUITANT
<TABLE>
<CAPTION>


   Spouse's                                                    Participant's Age
               -------------------------------------------------------------------------------------------------------------
      Age         55        56         57        58         59        60          61          62            63            64
      ---         --        --         --        --         --        --          --          --            --            --

<S>            <C>        <C>       <C>        <C>        <C>     <C>         <C>           <C>           <C>           <C>
      45        84.7       83.6      82.4       81.3      80.2      79.0         77.7         76.3           74.8        73.4

      46        85.1       84.0      82.9       81.8      80.6      79.4         78.1         76.7           75.3        73.9

      47        85.6       84.5      83.4       82.3      81.1      79.9         78.6         77.2           75.8        74.5

      48        86.1       85.0      83.9       82.8      81.6      80.4         79.2         77.8           76.4        75.0

      49        86.5       85.4      84.3       83.3      82.2      81.0         79.7         78.3           76.9        75.6

      50        87.0       85.9      84.8       83.8      82.7      81.5         80.2         78.8           77.5        76.1

      51        87.5       86.4      85.3       84.3      83.2      82.0         80.7         79.4           78.0        76.7

      52        88.0       87.0      85.9       84.8      83.7      82.5         81.3         80.0           78.6        77.3

      53        88.5       87.5      86.4       85.4      84.3      83.1         81.9         80.6           79.2        77.9

      54        88.9       87.9      86.9       85.9      84.9      83.7         82.5         81.2           79.8        78.5
</TABLE>




                                       81
<PAGE>   88

<TABLE>
<CAPTION>


<S>            <C>        <C>       <C>        <C>        <C>     <C>         <C>           <C>           <C>           <C>
      55        89.4       88.4      87.4       86.4      85.4      84.3         83.1         81.8           80.4
                                                                                                                         79.1
      56        89.9       88.9      87.9       87.0      86.0      84.9         83.7         82.4           81.0
                                                                                                                         79.7
      57        90.4       89.4      88.4       87.5      86.5      85.4         84.3         83.0           81.7
                                                                                                                         80.4
      58        90.8       89.9      89.0       88.1      87.1      86.0         84.9         83.6           82.3
                                                                                                                         81.1
      59        91.3       90.4      89.5       88.6      87.6      86.6         85.5         84.2           83.0
                                                                                                                         81.7
      60        91.7       90.9      90.0       89.1      88.2      87.2         86.1         84.9           83.6
                                                                                                                         82.4
      61        92.2       91.4      90.5       89.7      88.8      87.8         86.7         85.5           84.3
                                                                                                                         83.1
      62        92.6       91.8      90.9       90.1      89.3      88.3         87.3         86.1           84.9
                                                                                                                         83.8
      63        93.0       92.2      91.4       90.6      89.8      88.9         87.9         86.7           85.6
                                                                                                                         84.5
      64        93.4       92.6      91.8       91.1      90.3      89.4         88.4         87.3           86.2
                                                                                                                         85.2
      65        93.8       93.1      92.3       91.6      90.8      89.9         89.0         87.9           86.9
                                                                                                                         85.8
      66        94.2       93.5      92.8       92.1      91.3      90.5         89.6         88.6           87.5
                                                                                                                         86.5
      67        94.6       93.9      93.2       92.5      91.8      91.0         90.2         89.2           88.2
                                                                                                                         87.2
      68        94.9       94.3      93.6       93.0      92.3      91.5         90.7         89.8           88.8
                                                                                                                         87.9
</TABLE>



                                       82
<PAGE>   89

<TABLE>
<CAPTION>

<S>            <C>        <C>       <C>        <C>        <C>     <C>         <C>           <C>           <C>           <C>

      69        95.3       94.7      94.1       93.5      92.8      92.1         91.3         90.4           89.5
                                                                                                                         88.6
      70        95.6       95.4      95.1       94.5      93.9      93.4         92.8         91.0           90.1
                                                                                                                         89.3
</TABLE>

*Age nearest birthday on Retirement Date.

Factors for other age combinations will be determined in a manner consistent
with the manner used in determining these factors.




                                       83