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                                                                  Exhibit 10.13


                                PENSION PLAN FOR

                   CERTAIN HOURLY BARGAINING UNIT EMPLOYEES OF

                                   WERNER CO.



                (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)




                                                                    October 1999


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                                    CONTENTS                               PAGE


                        PREAMBLE                                            v

ARTICLE         I       DEFINITIONS

             1.01       Accrued Benefit                                     1
             1.02       Adjustment Factor                                   1
             1.03       Annuity Starting Date                               1
             1.04       Beneficiary                                         1
             1.05       Board                                               2
             1.06       Code                                                2
             1.07       Date of Employment or Reemployment                  2
             1.08       Disability Retirement Age                           3
             1.09       Disability Retirement Date                          3
             1.10       Early Retirement Age                                3
             1.11       Early Retirement Date                               3
             1.12       Employee                                            3
             1.13       Employer                                            3
             1.14       ERISA                                               3
             1.15       Hour of Service                                     3
             1.16       Joint and Survivor Annuity                          5
             1.17       Limitation Year                                     5
             1.18       Normal Pension                                      5
             1.19       Normal Retirement Benefit                           5
             1.20       Normal Retirement Age                               5
             1.21       Normal Retirement Date                              5
             1.22       Participant                                         6
             1.23       Pension Board                                       6
             1.24       Plan                                                6
             1.25       Plan Administrator                                  6
             1.26       Plan Year                                           6
             1.27       Prior Plan                                          6
             1.28       Related Employer                                    6
             1.29       Restatement Date                                    7


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                                    CONTENTS
                                  (continued)

             1.30       Service                                             7
             1.31       Severance From Service                              8
             1.32       Total and Permanent Disability                      9
             1.33       Trust Agreement and Trust                          10
             1.34       Trust Fund                                         10
             1.35       Trustee                                            10
             1.36       Union                                              11
             1.37       Vested Interest                                    11
             1.38       Vesting Service                                    11

ARTICLE        II       ELIGIBILITY AND PARTICIPATION

             2.01       Participation                                      13
             2.02       Reemployment of a Participant                      13

ARTICLE       III       CONTRIBUTIONS

             3.01       Trustee and Trust Agreement                        14
             3.02       Employer Contributions                             14
             3.03       Forfeitures                                        14
             3.04       Reversion of Employer Contributions                14

ARTICLE        IV       BENEFITS

             4.01       Normal Retirement Benefit                          16
             4.02       Postponed Retirement Benefit                       17
             4.03       Early Retirement Benefit                           18
             4.04       Termination of Vested Participant                  18
             4.05       Disability Retirement Benefit                      19
             4.06       Minimum Benefits                                   21
             4.07       Maximum Benefits                                   21
             4.08       Combined Maximum Limitations                       26
             4.09       Definition of Compensation for Purposes of         29
                         Sections 4.07 and 4.08
             4.10       Reemployment After Receipt of Benefits             31

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                                    CONTENTS
                                  (continued)


ARTICLE         V       FORM AND PAYMENT OF BENEFITS

             5.01       Normal Pension                                     34
             5.02       Joint and Survivor Annuity                         34
             5.03       Election Not to Receive Normal Pension             34
             5.04       Election Not to Receive Joint and Survivor         35
                         Annuity
             5.05       Additional Rules Applicable to Benefit Elections   36
             5.06       Payment in Optional Form on Retirement             38
             5.07       Pre-retirement Survivor Annuity                    39
             5.08       Administrative Powers Relating to Payments         42
             5.09       No Guaranty of Benefits                            42
             5.10       Time of Payment                                    42
             5.11       Death Distribution Requirements                    44
             5.12       Direct Rollovers                                   45
             5.13       Lost Participants                                  46

ARTICLE        VI       FIDUCIARY RESPONSIBILITY

             6.01       Fiduciary Responsibility Provisions                47

ARTICLE      VII        PENSION BOARD

             7.01       Appointment and Acceptance                         49
             7.02       Duties and Authority                               49
             7.03       Decisions of the Pension Board                     52
             7.04       Differences as to Disability                       53
             7.05       Pension Board Procedures                           54
             7.06       Expenses and Assistance                            54
             7.07       Participants and Other Payees - Data               54
             7.08       Resignation and Removal of Member of               54
                         Pension Board
             7.09       Appointment of Successor                           55
             7.10       Plan Administration - Miscellaneous                55

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                                    CONTENTS
                                   (continued)


ARTICLE      VIII       RESTRICTIONS ON BENEFITS

             8.01       Restrictions on Plan Termination                   58
             8.02       Restriction on Distributions                       58

ARTICLE        IX       AMENDMENT AND TERMINATION

             9.01       Right to Amend or Terminate                        60
             9.02       Termination                                        61
             9.03       Partial Termination                                62
             9.04       Method of Payment                                  63
             9.05       Notice of Amendment, Termination, or               63
                         Partial Termination

ARTICLE         X       MISCELLANEOUS

            10.01       No Contract of Employment                          64
            10.02       Merger or Consolidation of Plan, Transfer          64
                         of Assets
            10.03       Data                                               64
            10.04       Restrictions Upon Assignments and                  65
                         Creditors' Claims
            10.05       Restriction of Claims Against Trust Fund           65
            10.06       Benefits Payable only from Fund                    66
            10.07       Successor to Employer                              66
            10.08       Applicable Law                                     66
            10.09       Internal Revenue Service Approval                  67

ARTICLE        XI       TOP-HEAVY PROVISIONS

            11.01       General                                            68
            11.02       Definitions                                        68
            11.03       Minimum Accrued Benefit                            72
            11.04       Vesting Requirements                               74
            11.05       Special 415 Limitations                            75


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                                PENSION PLAN FOR
                   CERTAIN HOURLY BARGAINING UNIT EMPLOYEES OF
                                   WERNER CO.

                                    PREAMBLE


Werner Co. has hereby amended and restated, effective January 1, 1999, the
pension plan for its eligible Employees known as the Pension Plan for Certain
Hourly Bargaining Unit Employees of Werner Co. (the "Plan"). The Plan
constitutes a continuation and restatement of the Pension Plan for Certain
Hourly Bargaining Unit Employees of R. D. Werner Co., Inc. originally effective
as of October 1, 1958, and as amended from time to time.

The Plan was last restated effective October 1, 1989 in order to comply with
changes promulgated under the Tax Reform Act of 1986 and certain subsequent
legislation (such prior restatement along with any subsequent Plan amendment
effective prior to January 1, 1999 hereinafter referred to as the "Prior Plan").
The Plan is hereby restated 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 restatement of the Prior Plan shall not in any way affect the rights of
Employees who participated in the Prior Plan in accordance with its provisions.
All matters relating to the benefits, if any, payable to such Employees (or
their Beneficiaries) based upon events occurring prior to January 1, 1999 shall,
except as otherwise expressly provided herein, be determined in accordance with
the applicable provisions of the Prior Plan.


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                                    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      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.

 1.03      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.

 1.04      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 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;


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

           (c)      Such other circumstances exist as the Pension 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.

 1.05      BOARD means the Board of Directors of Werner Co.

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

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


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 1.08      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.

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

 1.10      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.

 1.11      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.

 1.12      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.

 1.13      EMPLOYER means Werner Co.

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

 1.15      HOUR OF SERVICE means:

           (a)    Each hour for which an Employee is paid or entitled to payment
                  for the


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                  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 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


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                  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.

 1.16      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.

 1.17      LIMITATION YEAR means the Plan Year.

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

 1.19      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.

 1.20      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.

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

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

1.23       PENSION BOARD means the pension plan board appointed by the Board to
           administer the Plan.

1.24       PLAN means the Pension Plan for Certain Hourly Bargaining Unit
           Employees of Werner Co.

1.25       PLAN ADMINISTRATOR means the Pension Board.

1.26       PLAN YEAR means the calendar year.

1.27       PRIOR PLAN means the Plan as it existed on December 31, 1998, prior
           to this amendment and restatement.

1.28       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.


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<PAGE>   13

1.29       RESTATEMENT DATE means January 1, 1999, the effective date of this
           amendment and restatement of the Plan.

1.30       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.

           (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.

           (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


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                    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.

 1.31      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;

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

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<PAGE>   15

           (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.

 1.32      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



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           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.

 1.33      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.

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

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<PAGE>   17

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

 1.36      UNION means the United Steelworkers of America.

 1.37      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.

 1.38      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.

           (d)      If an Employee does not complete an Hour of Service during
                    the twelve


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                    (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.



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                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION


2.01       PARTICIPATION

           Every Employee who was a Participant in the Prior Plan on December
           31, 1998 shall continue to participate in the Plan on the Restatement
           Date if, as of such date, he is both:

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

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

           Effective June 1, 1987, the Plan was frozen with respect to new
           participation and Employees hired on or after such date shall not be
           eligible for participation in the Plan. In addition, leased
           employees, as defined in Section 414(n) of the Code, are not eligible
           to participate in the Plan.

 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 Sections 2.01(a) and 2.01(b) above.



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<PAGE>   20



                                   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

           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



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<PAGE>   21

           Fund, if any, which remains in the event the Plan is terminated and
           after the satisfaction of all liabilities to persons entitled to
           benefits under the Plan. Notwithstanding the foregoing, (a) 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.



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                                   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: One hundred eighty-six
           dollars ($186) multiplied by the number of the Participant's years of
           Service, not to exceed forty (40).

           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 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.

                                       16
<PAGE>   23

           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, to a maximum of forty (40) years. 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 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


                                       17
<PAGE>   24

           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.

 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



                                       18
<PAGE>   25

           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.

                      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.


                                       19
<PAGE>   26

           (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 Pension 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.

                      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.

                                       20
<PAGE>   27

                      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 January 1, 1999 receive a benefit less than the benefit
           he would have been entitled to receive under the Prior Plan.

 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:

                                       21
<PAGE>   28


                    (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.

                    (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


                                       22
<PAGE>   29

                   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
                   straight life annuity shall equal the greater of (1) such
                   annuity determined using the interest rate and mortality
                   table specified in Section 1.02 and (2) such annuity
                   determined using an interest rate of five percent (5%) and
                   the mortality table specified in Section 1.02. 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 specified in
                   Section 1.02 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 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 specified in Section 1.02 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.


                                       23
<PAGE>   30

               (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.

               (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

                                       24
<PAGE>   31

                    equal to the greater of five percent (5%) per annum or the
                    rate specified in Section 1.02 and shall use the mortality
                    table specified in Section 1.02.

               (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 specified in Section 1.02, 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 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 specified in Section 1.02 and shall use the mortality
                    table specified in Section 1.02.

               (2)  For distributions commencing on or after January 1, 1995,
                    the increased dollar limitation in subparagraph


                                       25
<PAGE>   32

                    (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 specified in Section 1.02; 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 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


                                       26
<PAGE>   33

          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.

          (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

                                       27
<PAGE>   34

                         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.

           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.


                                       28
<PAGE>   35

 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;

               (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

                                       29
<PAGE>   36

                    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 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;

                                       30
<PAGE>   37

                    (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.

 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 1.38.

           (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.


                                       31
<PAGE>   38

                    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 reduced by the
                    Actuarial Equivalent of 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 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


                                       32
<PAGE>   39

                    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 reduced by the
                    Actuarial Equivalent of the benefits he received prior to
                    his Normal Retirement Date. In the event that, by mistake,
                    suspension occurs without 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.




                                       33
<PAGE>   40



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

                                       34
<PAGE>   41

          (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 Pension 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.

                                       35
<PAGE>   42

          (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 Pension 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


                                       36
<PAGE>   43

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

          (a)  The Pension 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.


                                       37
<PAGE>   44

          (c)  Distribution in accordance with the affirmative election does not
               commence before 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. 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.



                                       38
<PAGE>   45

               (b)  If a Participant's Annuity Starting Date precedes his Normal
                    Retirement Date, then such Participant must 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.

 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

                                       39
<PAGE>   46

               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
                    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


                                       40
<PAGE>   47

                    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 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).



                                       41
<PAGE>   48

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 Pension Board, to attend properly to his personal
          financial matters, the Trustee may make such payments in such of the
          following ways as the Pension 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.

 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);



                                       42
<PAGE>   49

           (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

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


                                       43
<PAGE>   50

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.


                    This Section 5.11(b) is included solely as required under
                    Section 401(a)(9) of the Code and Regulations thereunder



                                       44
<PAGE>   51

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

                                       45
<PAGE>   52

           (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 Pension 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 Pension
           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.



                                       46
<PAGE>   53



                                   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 Pension 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 allocated to any person or a person is designated
           to carry out such responsibility, then such



                                       47
<PAGE>   54

           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.



                                       48
<PAGE>   55



                                   ARTICLE VII
                                  PENSION BOARD


 7.01      APPOINTMENT AND ACCEPTANCE

           As required by ERISA, the Employer has appointed an administrative
           Pension 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 Pension 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 Pension Board who is an Employee shall receive compensation with
           respect to his services on the Pension Board.

 7.02      DUTIES AND AUTHORITY

           The Pension 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 Pension 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;



                                       49
<PAGE>   56

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

           (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 Pension 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
                      Pension 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 Pension Board at the time
                      of such determination.

           The Pension 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 Pension 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.



                                       50
<PAGE>   57

           The Pension 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 Pension Board
           shall not be in any manner liable therefor.

           The members of the Pension 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
           Pension Board or the Employer, and the members of the Pension 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.



                                       51
<PAGE>   58

           The Pension 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.

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

 7.03      DECISIONS OF THE PENSION BOARD

           Decisions of the Pension 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

                                       52
<PAGE>   59


           (e)        Calculations of retirement income under this Plan, and
                      agreement cannot be reached between the Pension Board and
                      a representative of the Union, such question shall be
                      referred to an impartial umpire to be selected by the
                      Pension Board and the Union. The impartial 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 Pension 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 1.32, 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.



                                       53
<PAGE>   60



 7.05      PENSION BOARD PROCEDURES

           The Pension 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.

 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
           Pension 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
           Pension Board upon request such documents, evidence, or information
           which the Pension Board considers necessary or desirable for the
           purpose of administering the Plan. The Pension 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 PENSION BOARD

           A member of the Pension 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 Pension 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.



                                       54
<PAGE>   61

 7.09      APPOINTMENT OF SUCCESSOR

           In the event any position on the Pension Board is vacant, the
           Employer shall promptly designate a successor member of the Pension
           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 Pension Board of a claim for benefits under
                    the Plan. Such request may be in any form adequate to give
                    reasonable notice to the Pension Board and shall set forth
                    the basis of such claim and shall authorize the Pension
                    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
                    Pension Board.

           (c)      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.


                                       55
<PAGE>   62

           (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 Pension 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 Pension 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.

                                       56
<PAGE>   63

           (i)        ADMINISTRATIVE AND INTERPRETIVE AUTHORITY. The Pension
                      Board shall have the sole responsibility for the
                      administration of the Plan, and, except as herein
                      expressly provided, the Pension 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 Pension 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 Pension 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 Pension Board at the time
                      of such determination.

           (j)        DOMESTIC RELATIONS ORDERS. The Pension 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.



                                       57
<PAGE>   64



                                  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"


                                       58
<PAGE>   65

                            as described in paragraph (b) below; or


                    (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.




                                       59
<PAGE>   66



                                   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.

                                       60
<PAGE>   67


           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 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




                                       61
<PAGE>   68

                                 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 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.


                                       62
<PAGE>   69

           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.

 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.



                                       63
<PAGE>   70



                                    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.



                                       64
<PAGE>   71

 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



                                       65
<PAGE>   72

           modification thereof, the creation of any fund or account nor the
           payment of any benefits 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.




                                       66
<PAGE>   73

10.09      INTERNAL REVENUE SERVICE APPROVAL

           This amendment and restatement of the Plan shall be effective as of
           January 1, 1999 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.



                                       67
<PAGE>   74



                                   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).


                                       68
<PAGE>   75

         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%).



                                       69
<PAGE>   76



          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



                                       70
<PAGE>   77

               contribution plans for all Participants and the Present Value of
               accrued 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.


                                       71
<PAGE>   78

                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 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



                                       72
<PAGE>   79

                    (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 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

                                       73
<PAGE>   80

                    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 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.

                                       74
<PAGE>   81

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


       11.05    SPECIAL 415 LIMITATIONS


                For purposes of Section 4.08, 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%).




                                       75
<PAGE>   82


<TABLE>
<CAPTION>

                                     TABLE I
                       EARLY RETIREMENT ADJUSTMENT FACTORS
                 NUMBER OF YEARS AND MONTHS FROM RETIREMENT DATE
                            TO NORMAL RETIREMENT DATE


      MONTHS         Years:       0             1             2             3             4              5
      ------                      -             -             -             -             -              -
      <S>                       <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%



      MONTHS         Years:       6             7             8             9            10
      ------                      -             -             -             -            --

         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%
         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>


                                       76
<PAGE>   83


<TABLE>
<CAPTION>

                                    TABLE II

                      JOINT AND SURVIVOR ADJUSTMENT FACTORS
                50% CONTINUATION TO SPOUSE & CONTINGENT ANNUITANT


                                                                         Participant's Age
   Spouse's    --------------------------------------------------------------------------------------------------------------------
     Age         55        56         57        58         59        60         61        62        63         64       65      66
    ------       --        --         --        --         --        --         --        --        --         --       --      --
   <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     72.0     70.8

      46        85.1       84.0      82.9       81.8      80.6      79.4       78.1      76.7       75.3      73.9     72.5     71.3
      47        85.6       84.5      83.4       82.3      81.1      79.9       78.6      77.2       75.8      74.5     73.1     71.9
      48        86.1       85.0      83.9       82.8      81.6      80.4       79.2      77.8       76.4      75.0     73.6     72.4
      49        86.5       85.4      84.3       83.3      82.2      81.0       79.7      78.3       76.9      75.6     74.2     73.0
      50        87.0       85.9      84.8       83.8      82.7      81.5       80.2      78.8       77.5      76.1     74.7     73.5
      51        87.5       86.4      85.3       84.3      83.2      82.0       80.7      79.4       78.0      76.7     75.3     74.1
      52        88.0       87.0      85.9       84.8      83.7      82.5       81.3      80.0       78.6      77.3     75.9     74.7
      53        88.5       87.5      86.4       85.4      84.3      83.1       81.9      80.6       79.2      77.9     76.5     75.3
      54        88.9       87.9      86.9       85.9      84.9      83.7       82.5      81.2       79.8      78.5     77.2     76.0
      55        89.4       88.4      87.4       86.4      85.4      84.3       83.1      81.8       80.4      79.1     77.8     76.6

      56        89.9       88.9      87.9       87.0      86.0      84.9       83.7      82.4       81.0      79.7     78.4     77.2
      57        90.4       89.4      88.4       87.5      86.5      85.4       84.3      83.0       81.7      80.4     79.1     77.9
      58        90.8       89.9      89.0       88.1      87.1      86.0       84.9      83.6       82.3      81.1     79.8     78.6
      59        91.3       90.4      89.5       88.6      87.6      86.6       85.5      84.2       83.0      81.7     80.5     79.3
      60        91.7       90.9      90.0       89.1      88.2      87.2       86.1      84.9       83.6      82.4     81.2     80.0
      61        92.2       91.4      90.5       89.7      88.8      87.8       86.7      85.5       84.3      83.1     81.9     80.7
      62        92.6       91.8      90.9       90.1      89.3      88.3       87.3      86.1       84.9      83.8     82.6     81.4
      63        93.0       92.2      91.4       90.6      89.8      88.9       87.9      86.7       85.6      84.5     83.3     82.1
      64        93.4       92.6      91.8       91.1      90.3      89.4       88.4      87.3       86.2      85.2     84.1     82.8
      65        93.8       93.1      92.3       91.6      90.8      89.9       89.0      87.9       86.9      85.8     84.8     83.5

      66        94.2       93.5      92.8       92.1      91.3      90.5       89.6      88.6       87.5      86.5     85.5     84.2

      67        94.6       93.9      93.2       92.5      91.8      91.0       90.2      89.2       88.2      87.2     86.2     84.9
      68        94.9       94.3      93.6       93.0      92.3      91.5       90.7      89.8       88.8      87.9     86.9     85.6
      69        95.3       94.7      94.1       93.5      92.8      92.1       91.3      90.4       89.5      88.6     87.7     86.3
      70        95.6       95.4      95.1       94.5      93.9      93.4       92.8      91.0       90.1      89.3     88.4     87.0

*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.

</TABLE>