<PAGE>   1





                                                                   Exhibit 10.14












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



                              (AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 1999)



















                                                                   November 1999



<PAGE>   2




                                    CONTENTS


                     PREAMBLE                                                 IV

ARTICLE I            DEFINITIONS                                              1
         1.01        Accrued Benefit                                          1
         1.02        Actuarial Equivalent                                     1
         1.03        Annuity Starting Date                                    2
         1.04        Beneficiary                                              2
         1.05        Board                                                    3
         1.06        Break In Service                                         3
         1.07        Code                                                     3
         1.08        Compensation                                             3
         1.09        Covered Compensation                                     4
         1.10        Credited Service                                         5
         1.11        Date Of Employment Or Reemployment                       5
         1.12        Disability Retirement Age                                5
         1.13        Disability Retirement Date                               5
         1.14        Early Retirement Age                                     6
         1.15        Early Retirement Date                                    6
         1.16        Employee                                                 6
         1.17        Employer                                                 6
         1.18        ERISA                                                    7
         1.19        Final Average Earnings                                   7
         1.20        Hour Of Service                                          8
         1.21        Joint And Survivor Annuity                               9
         1.22        Limitation Year                                          10
         1.23        Normal Pension                                           10
         1.24        Normal Retirement Benefit                                10
         1.25        Normal Retirement Age                                    10
         1.26        Normal Retirement Date                                   11
         1.27        Participant                                              11
         1.28        Plan                                                     11
         1.29        Plan Administrator                                       11
         1.30        Plan Year                                                11
         1.31        Prior Plan                                               11
         1.32        Related Employer                                         11
         1.33        Restatement Date                                         11
         1.34        Retirement Plan Board                                    11
         1.35        Severance From Service                                   12
         1.36        Total And Permanent Disability                           13
         1.37        Trust Agreement And Trust                                13
         1.38        Trust Fund                                               13
         1.39        Trustee                                                  13
         1.40        Vested Interest                                          13
         1.41        Vesting Service                                          14
         1.42        Year Of Service                                          16



                                       i
<PAGE>   3

ARTICLE II           ELIGIBILITY AND PARTICIPATION                            17
         2.01        Participation                                            17
         2.02        Reemployment Of A Participant                            17

ARTICLE III          CONTRIBUTIONS                                            19
         3.01        Trustee And Trust Agreement                              19
         3.02        Employer Contributions                                   19
         3.03        Forfeitures                                              19
         3.04        Reversion Of Employer Contributions                      19
         3.05        Special Rules Relating To Reemployed Veterans            20

ARTICLE IV           BENEFITS                                                 21
         4.01        Normal Retirement Benefit                                21
         4.02        Postponed Retirement Benefit                             22
         4.03        Early Retirement Benefit                                 23
         4.04        Termination Of Vested Participant                        24
         4.05        Disability Retirement Benefit                            25
         4.06        Minimum Benefits                                         25
         4.07        Maximum Benefits                                         26
         4.08        Combined Maximum Limitations                             30
         4.09        Definition Of Compensation For Purposes Of
                       Sections 4.07 And 4.08                                 32
         4.10        Reemployment After Receipt Of Benefits                   34
         4.11        Transfers                                                36

ARTICLE V            FORM AND PAYMENT OF BENEFITS                             38
         5.01        Normal Pension                                           38
         5.02        Joint And Survivor Annuity                               38
         5.03        Election Not To Receive Normal Pension                   38
         5.04        Election Not To Receive Joint And Survivor Annuity       39
         5.05        Payment In Optional Form On Retirement                   40
         5.06        Pre-Retirement Survivor Annuity                          44
         5.07        Pre-Retirement Death Benefit For Unmarried
                       Participants                                           46
         5.08        Administrative Powers Relating To Payments               47
         5.09        No Guaranty Of Benefits                                  47
         5.10        Time Of Payment                                          47
         5.11        Death Distribution Requirements                          48
         5.12        Direct Rollovers                                         49
         5.13        Additional Rules Relating To Payments                    50
         5.14        Lost Participants                                        52

                                       ii
<PAGE>   4





ARTICLE VI           PLAN ADMINISTRATION                                      53
         6.01        Plan Administrator                                       53
         6.02        Duties                                                   53
         6.03        Directions To Trustee                                    54
         6.04        Nondiscrimination                                        54
         6.05        Agents                                                   54
         6.06        Limitations                                              55
         6.07        Unstated Rules And Procedures                            55
         6.08        Named Fiduciary                                          55
         6.09        Exercise Of The Plan Administrator's Duties              55
         6.10        Indemnification                                          56

ARTICLE VII          CLAIMS PROCEDURES                                        57
         7.01        Claims Review                                            57
         7.02        Appeals Procedure                                        57

ARTICLE VIII         RESTRICTIONS ON BENEFITS                                 59
         8.01        Restrictions On Plan Termination                         59
         8.02        Restriction On Distributions                             59

ARTICLE IX           AMENDMENT AND TERMINATION                                61
         9.01        Right To Amend Or Terminate                              61
         9.02        Termination                                              62
         9.03        Partial Termination                                      64
         9.04        Method Of Payment                                        64
         9.05        Notice Of Amendment, Termination, Or Partial
                       Termination                                            64

ARTICLE X            MISCELLANEOUS                                            65
         10.01       No Contract Of Employment                                65
         10.02       Merger Or Consolidation Of Plan, Transfer Of Assets      65
         10.03       Data                                                     65
         10.04       Restrictions Upon Assignments And Creditors' Claims      65
         10.05       Restriction Of Claims Against Trust Fund                 66
         10.06       Benefits Payable Only From Trust Fund                    67
         10.07       Successor To Employer                                    67
         10.08       Applicable Law                                           67
         10.09       Internal Revenue Service Approval                        67

ARTICLE XI           TOP-HEAVY PROVISIONS                                     68
         11.01       General                                                  68
         11.02       Definitions                                              68
         11.03       Minimum Accrued Benefit                                  72
         11.04       Vesting Requirements                                     74
         11.05       Special 415 Limitations                                  74



                                      iii
<PAGE>   5





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

                                    PREAMBLE

Werner Holding Co. (DE), Inc. has hereby amended and restated, effective January
1, 1999, the pension plan for its eligible Employees known as the Retirement
Plan for Salaried Employees of Werner Holding Co. (DE), Inc. (the "Plan"). The
Plan constitutes a continuation and restatement of the Retirement Plan for
Salaried Employees of RD Werner Co., Inc., effective as of September 1, 1966,
and as amended from time to time.

The Plan was last restated effective September 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 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.





                                       iv

<PAGE>   6




                                   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 Age,
         considering the Participant's Final Average Earnings and years of
         Credited Service as of the date the Participant's Accrued Benefit is
         being calculated at his termination of employment.

1.02     ACTUARIAL EQUIVALENT means a benefit of equal value to another benefit
         as determined based upon the following mortality table and interest
         rate:

         (a)      The 1983 Group Annuity Mortality Table for Males, with a two
                  (2) year setback for the Participant and a four (4) year
                  setback for any spouse or Beneficiary (to be used regardless
                  of the sex of the Participant, spouse, or Beneficiary).

         (b)      An interest rate of six percent (6%) per annum; provided,
                  however, that the interest rate or rates used for any Plan
                  Year in conjunction with the mortality table to determine the
                  Actuarial Equivalent of lump sum payments and the Actuarial
                  Equivalent of benefits related to a qualified domestic
                  relations order, as defined in Section 414(p) of the Code,
                  shall be equal to the interest rate published by the Pension
                  Benefit Guaranty Corporation pursuant to Section 4062 of ERISA
                  used in calculating immediate or deferred annuities in effect
                  on the first day of the Plan Year in which the date of
                  distribution occurs.

         Notwithstanding the foregoing, the Actuarial Equivalent of the Accrued
         Benefit on or after September 1, 1985 shall be the greater of:


                                       1
<PAGE>   7

         (a)      The Actuarial Equivalent of the Accrued Benefit as of
                  September 1, 1985 computed on the basis of the Plan as in
                  effect on August 31, 1985; or

         (b)      The Actuarial Equivalent of the total Accrued Benefit as of
                  the computation date determined on the basis of the Plan as in
                  effect on such date.

         Further, notwithstanding the foregoing, for purposes of determining the
         Actuarial Equivalent lump sum value of distributions payable pursuant
         to the terms of the Plan for Annuity Starting Dates occurring on or
         after January 1, 1997, Actuarial Equivalent means the lump sum
         equivalent value of another benefit based on the 1983 Group Annuity
         Mortality Table, as set forth in Revenue Ruling 95-6, as it may be
         updated from time to time and the annual interest rate on thirty-year
         (30) Treasury securities for the month that is two (2) months prior to
         the first day of the Plan Year that includes the Annuity Starting Date.

1.03     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. A Participant may not name more than one primary
         beneficiary. 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;

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



                                       2
<PAGE>   8

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

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

         (a)      To the Participant's surviving spouse;

         (b)      If there is no surviving spouse to the personal representative
                  of the Participant's estate.

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

1.06     BREAK IN SERVICE means a twelve consecutive month period beginning on
         an Employee's Date of Employment (or Date of Reemployment, if
         applicable) or any anniversary of that date during which an Employee
         completes five hundred (500) or fewer Hours of Service.

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

1.08     COMPENSATION, for all purposes of the Plan and Trust except for
         Sections 4.07 and 4.08, means the aggregate of all payments by the
         Employer to a Participant in a Plan Year for services rendered,
         excluding any amounts paid to him as bonus, overtime pay, commissions,
         cost-of-living allowance, contributions to this or any other benefit
         plan made by the Employer, or any other additional, special, fringe, or
         supplemental payments. Compensation in excess of two hundred thousand
         dollars ($200,000) or such other amount as may be established by the
         Secretary of the Treasury in any year shall be disregarded for all
         purposes of the Plan.



                                       3
<PAGE>   9

         Notwithstanding anything herein to the contrary, for Plan Years
         beginning on or after January 1, 1994, the annual Compensation of each
         Participant taken into account under the Plan shall not exceed the OBRA
         '93 annual compensation limit. The OBRA '93 annual compensation limit
         is $150,000, adjusted by the Commissioner for increases in the cost of
         living in accordance with Section 401(a)(17)(B) of the Code. The cost
         of living adjustment in effect for a calendar year applies to any
         period, not exceeding twelve (12) months, over which Compensation is
         determined (determination period) beginning in such calendar year. If a
         determination period consists of fewer than twelve (12) months, the
         OBRA '93 annual compensation limit will be multiplied by a fraction,
         the numerator of which is the number of months in the determination
         period, and the denominator of which is twelve (12). For Plan Years
         beginning on or after January 1, 1994, any reference in this Plan to
         the limitation under Section 401(a)(17) of the Code shall mean the OBRA
         '93 annual compensation limit set forth in this provision. If
         Compensation for any prior determination period is taken into account
         in determining a Participant's benefits accruing in the current Plan
         Year, the Compensation for that prior determination period is subject
         to the OBRA '93 annual compensation limit in effect for that prior
         determination period. In determining the Compensation of a Participant
         for purposes of this limitation for Plan Years beginning prior to
         January 1, 1997, the rules of Section 414(q)(6) of the Code relating to
         the treatment of certain family members shall apply, except that, in
         applying such rules, the term "family" shall include only the spouse of
         the Participant and any lineal descendants of the Participant who have
         not attained age nineteen (19) before the close of the applicable Plan
         Year.

1.09     COVERED COMPENSATION means the average of the FICA taxable wage bases
         in effect under the Social Security Act for each year in the
         thirty-five (35) year period ending with the earlier of the year the
         Employee reaches the Social Security retirement age, as defined under
         Section 415(b)(8) of the Code, or the year of termination or
         retirement.



                                       4
<PAGE>   10

1.10     CREDITED SERVICE means the total number of years and months during
         which a Participant is employed by an Employer. Credited Service shall
         be equal to the sum of (a) and (b) below:

         (a)      If an Employee was employed by an Employer on August 31, 1976,
                  the years of credited service earned as of that date under the
                  Plan as in effect on August 31, 1976; and

         (b)      An Employee's Vesting Service after August 31, 1976.

         The foregoing notwithstanding, Credited Service shall not be granted
         for employment by any Employee of Florida Ladder Company rendered to
         Florida Ladder Company prior to January 1, 1989, the date Florida
         Ladder Company became an Employer under the Plan; for employment by any
         Employee of Gold Medal Ladder Company rendered to Gold Medal Ladder
         Company prior to March 7, 1987, the date Gold Medal Ladder Company was
         acquired by the predecessor to the Employer; for employment by any
         Employee of the Anniston division of Werner Co., rendered to the
         Anniston division of National Aluminum Corporation prior to November
         30, 1989, the date the Anniston division becomes an Employer under the
         Plan; and for employment by any Employee of Kentucky Ladder Company
         rendered to Kentucky Ladder Company prior to March 14, 1989, the date
         Kentucky Ladder Company became an Employer under the Plan.

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

1.12     DISABILITY RETIREMENT AGE means the age at which a Participant
         terminates his active employment with an Employer on or after attaining
         the age of forty (40), after completing at least fifteen (15) years of
         Vesting Service, and by reason of a Total and Permanent Disability.

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




                                       5
<PAGE>   11

1.14     EARLY RETIREMENT AGE means the age at which a Participant completes at
         least fifteen (15) years of Vesting Service and has attained age
         fifty-five (55).

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

1.16     EMPLOYEE means any person employed by an Employer, but excluding any
         employee who is covered under a collective bargaining agreement with an
         Employer, unless said agreement provides for his inclusion in this
         Plan, and excluding all persons compensated on an hourly basis who are
         employed by the Anniston division of Werner Co., and Kentucky Ladder
         Company. Employee shall also include any leased employee deemed to be
         an Employee of an Employer as provided in Section 414(n) of the Code.

1.17     EMPLOYER means Werner Holding Co. (DE), Inc.; Werner Co., and effective
         November 30, 1989, its Anniston division; Gold Medal Ladder Company;
         Manufacturers Indemnity and Insurance Company of America; Werner
         Management, Inc.; Florida Ladder Company; Kentucky Ladder Company,
         effective March 14, 1989; and any Related Employer which, with the
         approval of the Board, shall adopt this Plan for the benefit of its
         Employees, according to an appropriate written resolution of the Board
         of Directors of such Related Employer. Where, in the context of the
         Plan, Employer refers to a single entity, the Employer shall mean
         Werner Holding, Co. (DE), Inc. Employer shall not include the following
         entities as of the date shown below:

         December 15, 1993 - Gold Medal Ladder Company

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

         June 30, 1998 - Florida Ladder Company

         June 30, 1998 - Werner Management Co.



                                       6
<PAGE>   12

         June 30 1998 - Kentucky Ladder Company

         June 30, 1998 - Phoenix Management Services, Inc.

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

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

1.19     FINAL AVERAGE EARNINGS means the average Compensation of the
         Participant from an Employer during the three (3) consecutive full
         calendar years out of the last ten (10) full calendar years prior to
         the Participant's date of termination of employment that provide the
         highest average. If the Participant shall have completed less than
         three (3) consecutive full years of employment, his average
         Compensation during his period of continuous employment shall be used.

1.20     HOUR OF SERVICE means:

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



                                       7
<PAGE>   13

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by an 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)      Solely for purposes of determining whether a Break in Service
                  has occurred, an Employee who is absent from work for
                  maternity or paternity reasons shall receive credit for the
                  Hours of Service that would otherwise have been credited to
                  him but for such absence or, in any case in which such Hours
                  of Service cannot be determined, eight (8) Hours of Service
                  per day of such absence. For purposes of this paragraph (d) an
                  absence from work for maternity or paternity reasons means an
                  absence:

                  (1)      By reason of the pregnancy of the Employee;

                  (2)      By reason of a birth of a child of the Employee;

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

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

               Any hour under this paragraph (d) which is considered an Hour of
               Service under paragraph (b) shall not be considered under this
               paragraph (d). The Hours of Service credited under this paragraph
               (d) shall be credited in the computation period in which the
               absence begins if the crediting is necessary to prevent a Break
               in Service in that period or, in all other cases, in the
               immediately following computation period. Notwithstanding




                                       8
<PAGE>   14

                the foregoing, no credit shall be given for Hours of Service
                under this paragraph (d) unless the Employee furnishes the Plan
                Administrator such timely information as the Plan Administrator
                may reasonably require to establish that the absence from work
                is because of maternity or paternity leave and the number of
                days for which there was such an absence.

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

1.21     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 factor shown below, 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:
<TABLE>
<CAPTION>

                                                    Based on Age,
                                                      Spouse Is            Factor
                                                      ---------            ------

<S>                                                       <C>               <C>
                                                          5                 .925
                                                          4                 .928
                     Years younger                        3                 .931
                     than Participant                     2                 .934
                                                          1                 .937
                                                          0                 .940


</TABLE>

                                       9

<PAGE>   15

<TABLE>
<CAPTION>

                                                    Based on Age,
                                                      Spouse Is            Factor
                                                      ---------            ------

<S>                                                       <C>               <C>
                                                          1                 .943
                     Years older than                     2                 .946
                     Participant                          3                 .949
                                                          4                 .952
                                                          5                 .955
</TABLE>


         For each additional year beyond five (5) that the spouse is younger
         than the Participant, the factor shall be reduced by .003 for each such
         year from the factor of .925, but shall not be less than a factor of
         .502. For each additional year beyond five (5) that the spouse is older
         than the Participant, the factor shall be increased by .003 for each
         such year from the factor of .955, but shall not be greater than a
         factor of .997.

1.22     LIMITATION YEAR means the Plan Year.

1.23     NORMAL PENSION means a retirement benefit payable monthly to the
         Participant for a period certain of sixty (60) months and during his
         lifetime thereafter, with payments to continue to a Beneficiary
         designated by the Participant for the balance of the sixty (60) month
         period if he should die within such period.

1.24     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.

1.25     NORMAL RETIREMENT AGE means a Participant's sixty-fifth birthday
         (without regard to his years of Vesting Service at that time); provided
         that, for an Employee who first performs an Hour of Service after
         having attained age sixty (60), Normal Retirement Age means the fifth
         anniversary of the date the Employee becomes a



                                       10
<PAGE>   16

         Participant or would have become a Participant had the Employee not
         been excluded from participation on account of first performing an Hour
         of Service after having attained age sixty (60).

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

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

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

1.29     PLAN ADMINISTRATOR means the Retirement Plan Board.

1.30     PLAN YEAR means the calendar year.

1.31     PRIOR PLAN means the Plan as it existed on December 31, 1998.

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

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

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



                                       11
<PAGE>   17

1.35     SEVERANCE FROM SERVICE means the earlier of the following dates:

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

         (b)      The first anniversary of the first day of a period in which an
                  Employee remains absent from service (with or without pay)
                  with an Employer or a Related Employer for any reason other
                  than one (1) listed in paragraph (a); provided, however, that
                  an Employee who fails to return to employment at the
                  expiration of a leave of absence approved by the Employer
                  shall be deemed to have incurred a Severance From Service on
                  the expiration of his leave and not upon the first anniversary
                  of the first day of his absence.

         Notwithstanding anything herein to the contrary, an Employee shall not
         incur a Severance From Service due to an absence for maternity or
         paternity reasons until the second anniversary of the first date of
         such absence. 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 Employee shall be required to furnish the Retirement Plan Board
         with such timely information as the Retirement Plan Board may
         reasonably require to establish both that the absence from work is for
         maternity or paternity reasons and the number of days for which there
         was such an absence.



                                       12
<PAGE>   18

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

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

         (b)      Resulted from an intentionally self-inflicted injury.

         Total and permanent disability resulting from any of such enumerated
         causes, or from future service in the armed forces and 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.

1.37     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.

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

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

1.40     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.




                                       13
<PAGE>   19

1.41     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 service as an Employee with an Employer or
         Related Employer, as follows:

         (a)      For periods of employment prior to September 1, 1976, Vesting
                  Service means the number of years of "Continuous Service"
                  earned under the Plan prior to September 1, 1976 as such term
                  was defined under the Plan as in effect prior to September 1,
                  1976.

         (b)      For periods of employment after August 31, 1976, Vesting
                  Service means, as of any date, the number of years and
                  completed months of employment, equal to the aggregate of such
                  Employee's periods of employment with the Employer to the
                  extent provided in this Section 1.41.

         (c)      Subject to paragraph (d) below, each Employee shall be
                  credited with Vesting Service during any period of employment
                  with an Employer or Related Employer, beginning on his Date of
                  Employment or Reemployment, as applicable, and extending to
                  the date he incurs a Severance From Service or, if earlier,
                  the first anniversary of the first day of a period in which an
                  Employee remains absent from service (with or without pay)
                  with an Employer or Related Employer.

         (d)      Notwithstanding anything herein to the contrary, if a
                  Participant who does not have any nonforfeitable right to an
                  Accrued Benefit shall have incurred a Severance From Service,
                  he shall be considered a new Employee for all purposes of the
                  Plan, and his prior Vesting Service and Credited Service shall
                  be disregarded, except:

                  (1)      If he is reemployed before twelve (12) months have
                           elapsed after the date he is first absent from
                           service, the Credited Service and Vesting Service he
                           had at the date such absence commenced shall be
                           reinstated upon his reemployment, and




                                       14
<PAGE>   20

                           he shall receive credit for Credited Service and
                           Vesting Service for the period between the date his
                           absence commenced and his reemployment; or

                  (2)      If the continuous period between his Severance From
                           Service and his reemployment does not equal or exceed
                           the greater of five (5) years (or one (1) year for a
                           Severance From Service prior to September 1, 1985) or
                           the years of Vesting Service he had at such Severance
                           From Service, the Credited Service and Vesting
                           Service he had at such Severance From Service shall
                           be reinstated on his Date of Reemployment.

         (e)      Vesting Service shall include the following absences from
                  employment:

                  (1)      Military leave while the Employee's reemployment
                           rights are protected by law, provided he returns to
                           active employment within ninety (90) days after
                           release from active duty;

                  (2)      Any authorized leave of absence for any reason
                           approved by an Employer in accordance with rules of
                           uniform application applicable to all Employees; and

                  (3)      Absence due to layoff or suspension, but not in
                           excess of two (2) years.

         (f)      Specifically, and notwithstanding any contrary provision,
                  Vesting Service shall not include service by an Employee of
                  Florida Ladder Company rendered to Florida Ladder Company
                  prior to January 1, 1987, the time Florida Ladder Company was
                  acquired by the predecessor to the Employer, and service by an
                  Employee of Gold Medal Ladder Company rendered to Gold Medal
                  Ladder Company prior to March 7, 1987, the date Gold Medal
                  Ladder Company was acquired by the predecessor to the
                  Employer.




                                       15
<PAGE>   21

         (g)      Specifically, and notwithstanding any contrary provision,
                  Vesting Service shall include service by an Employee of the
                  Anniston division or Kentucky Ladder Company from his Date of
                  Employment or Reemployment, as applicable, and extending to
                  the date he incurs a Severance From Service or, if earlier,
                  the first anniversary of the first day of a period in which an
                  Employee remains absent from service (with or without pay)
                  with an Employer or Related Employer.

1.42     YEAR OF SERVICE means a twelve consecutive month period beginning on an
         Employee's Date of Employment (or Date of Reemployment, if applicable)
         or any anniversary of that date during which an Employee completes at
         least one thousand (1,000) Hours of Service.





                                       16
<PAGE>   22

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION


2.01     PARTICIPATION

         (a)      Every Employee who was a Participant in the Prior Plan on the
                  day prior to the Restatement Date shall continue to
                  participate in the Plan on the Restatement Date if still
                  employed by an Employer on the Restatement Date.

         (b)      Each full-time Employee will become a Participant in the Plan
                  on the later of (i) the January 1 coincident with or next
                  following his Date of Employment, provided he is employed by
                  an Employer on that January 1, or (ii) the date the Employee's
                  Employer becomes an Employer under the Plan. Each other
                  Employee of an Employer will become a Participant in the Plan
                  on the first day of the month coincident with or next
                  following his completion of one (1) Year of Service. For
                  purposes of this Section 2.01(b), a full-time employee is one
                  who is regularly scheduled to work thirty (30) hours per week.

         (c)      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 his Date of
         Reemployment occurs before twelve (12) months have elapsed after such
         Severance From Service. A Participant who incurs a Severance From
         Service and whose Date of Reemployment occurs after twelve (12) months
         have elapsed from such Severance From Service shall become a
         Participant as of his Date of Reemployment, provided that he had a
         Vested Interest at his Severance From Service or his continuous period
         between his Severance From Service and his Date of Reemployment does
         not equal or exceed the greater of five




                                       17
<PAGE>   23

         (5) years (or one (1) year for a Severance From Service prior to
         September 1, 1985) or the years of Vesting Service he had at such
         Severance From Service. Any Employee or any Participant who incurs a
         Severance From Service prior to obtaining a Vested Interest, who again
         is employed by an Employer, and whose continuous period between his
         Severance From Service and his Date of Reemployment equals or exceeds
         the greater of five (5) years (or one (1) year for a Severance From
         Service prior to September 1, 1985) or the years of Vesting Service he
         had at such Severance From Service shall commence participation after
         he satisfies the requirements set forth in Section 2.01, based on his
         Date of Reemployment.

         Notwithstanding the foregoing provisions of this Section 2.02, the
         following provisions apply in the case of an Employee who is other than
         a full-time Employee. An Employee who terminates employment before
         becoming a Participant and is reemployed without incurring a Break in
         Service shall become a Participant when he meets the eligibility
         requirements of Section 2.01, based on his Date of Employment. An
         Employee who terminates employment before becoming a Participant and is
         reemployed after incurring a Break in Service shall become a
         Participant when he meets the eligibility requirements of Section 2.01,
         based on his Date of Reemployment.






                                       18
<PAGE>   24

                                  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

         During the continuance of the Plan, the Employer intends from time to
         time to 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. No contributions shall be made by Participants.

3.03     FORFEITURES

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

3.04     REVERSION OF EMPLOYER CONTRIBUTIONS

         (a)      At no time shall any part of the corpus or income of the Trust
                  Fund be used for or diverted to purposes other than for the
                  exclusive benefit of Participants and their Beneficiaries and
                  to pay the reasonable expenses of administration of the Plan
                  and Trust, to the extent that such expenses are not paid by
                  the Employers, and no part of the Trust Fund shall revert or
                  be repaid to the Employer, either directly or indirectly,
                  except for such part of the Trust Fund, if any, which remains
                  in the event the Plan is terminated and after the satisfaction
                  of all liabilities to persons entitled to benefits under the
                  Plan.



                                       19
<PAGE>   25

         (b)      Notwithstanding the above, if a contribution is made by an
                  Employer by a mistake in fact, such contribution shall be
                  returned to such Employer within one (1) year after the
                  payment of the contribution to the Trust Fund. Contributions
                  are conditioned upon their deductibility under Section 404(a)
                  of the Code, and, to the extent the deduction is disallowed,
                  such a contribution shall be returned to the Employer within
                  one (1) year after the disallowance of the deduction.

3.05     SPECIAL RULES RELATING TO REEMPLOYED VETERANS

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






                                       20
<PAGE>   26



                                   ARTICLE IV

                                    BENEFITS


4.01     NORMAL RETIREMENT BENEFIT

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

         (a)      (1)      One percent (1%) of Final Average Earnings not in
                           excess of Covered Compensation; plus

                  (2)      One and five-tenths percent (1.5%) of Final Average
                           Earnings in excess of Covered Compensation;
                           multiplied by

                  (3)      Years of Credited Service (up to thirty-five (35)
                           years); plus

                  (4)      One percent (1%) of Final Average Earnings multiplied
                           by Credited Service in excess of thirty-five (35)
                           years.

         (b)      (1)      Participant's Accrued Benefit as of August 31, 1989;
                           plus

                  (2)      Ninety-six dollars ($96.00) multiplied by Credited
                           Service earned after August 31, 1989.

         Notwithstanding the foregoing, each Participant's Accrued Benefit under
         this Plan will be the greater of (c) or (d) below:

         (c)   The Participant's Accrued Benefit determined with respect to the
               benefit formula (i.e., (a) or (b) above) applicable for the Plan
               Year beginning on or after January 1, 1994, as applied to the
               Participant's total years of Credited Service; or




                                       21
<PAGE>   27

         (d)      The sum of:

                  (1)      The Participant's Accrued Benefit as of December 31,
                           1993, frozen in accordance with Section
                           1.401(a)(4)-13 of the regulations; and

                  (2)      The Participant's Accrued Benefit determined under
                           the benefit formula (i.e., (a) or (b) above)
                           applicable for the Plan Year beginning on or after
                           January 1, 1994, as applied to the Participant's
                           years of Credited Service earned on or after January
                           1, 1994.

4.02     POSTPONED RETIREMENT BENEFIT

         If a Participant remains in the employ of an Employer after his Normal
         Retirement Date, his Postponed Retirement Date shall be the first day
         of the month coincident with or 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, using his Final Average
         Earnings, Covered Compensation, and years of Credited Service as of his
         Postponed Retirement Date.

         A Participant who remains in the employ of the Employer after his
         Normal Retirement Date shall be notified by the Plan Administrator, in
         writing by personal delivery or first-class mail, during the calendar
         month during which his Normal Retirement Date occurs, that he will not
         be entitled to receive any benefit for any calendar month of employment
         during which he is scheduled to work forty (40) or more Hours of
         Service or receives from the Employer or a Related Employer payment for
         any Hours of Service performed on each of eight (8) or more days in
         such month (or separate work shifts), provided that the Plan has not
         determined or used the actual number of Hours of Service. The benefit
         of such Participant shall be actuarially increased to reflect the
         benefit payable to such Participant for any calendar month





                                       22
<PAGE>   28

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

4.03     EARLY RETIREMENT BENEFIT

         A Participant who has reached his Early Retirement Age may retire at
         any time prior to his Normal Retirement Age. A Participant who retires
         on or after his Early Retirement Age, but prior to his Normal
         Retirement Date, 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, by giving at least
         one hundred twenty (120) days' prior written notice to the Retirement
         Plan Board, to have his retirement income begin 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,
         but multiplied by the applicable factor shown below which corresponds
         to the number of years (or fractions thereof) by which his date of
         benefit commencement precedes his Normal Retirement Date:



                                       23
<PAGE>   29

  Number of Years By Which Date
     of Benefit Commencement
 Precedes Normal Retirement Date                   Factor
 --------------------------------                  ------
                1                                   .9200
                2                                   .8400
                3                                   .7600
                4                                   .6800
                5                                   .6000
                6                                   .5600
                7                                   .5200
                8                                   .4800
                9                                   .4400
                10                                  .4000


         The above factors will be adjusted proportionately to allow for
         fractional parts of a year.

4.04     TERMINATION OF VESTED PARTICIPANT

         A Participant who has completed at least five (5) years of Vesting
         Service and who incurs a Severance From Service before he becomes
         eligible to retire at his Normal Retirement Age, his Disability
         Retirement Age, or his Early Retirement Age shall be entitled to
         receive a retirement income for life commencing upon his Normal
         Retirement Date in an amount equal to his Accrued Benefit. However, the
         Participant, if he has completed at least fifteen (15) years of Vesting
         Service, may elect, by giving at least one hundred twenty (120) days'
         prior written notice to the Retirement Plan Board, to have his
         retirement income begin on the first day of any month on or after the
         date he attains age fifty-five (55), in which event he shall be
         entitled to receive a retirement income for life in an amount equal to
         his Accrued Benefit, but reduced by the applicable factors set forth in
         Section 4.03. A Participant who incurs a Severance




                                       24
<PAGE>   30

         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 terminates active employment upon attainment
                  of his Disability Retirement Age shall be entitled to a
                  disability retirement pension which shall commence on his
                  Disability Retirement Date. A Participant's disability
                  retirement pension under this paragraph (a) shall be equal to
                  his Accrued Benefit determined under the formula set forth in
                  Section 4.01 of the Plan, using his Final Average Earnings,
                  Covered Compensation, and years of Credited Service as of his
                  Disability Retirement Date.

         (b)      A Participant applying for or receiving a disability
                  retirement pension may be required to submit to an examination
                  by a competent physician acceptable to the Employer and may be
                  required to submit to such reexaminations at reasonable
                  intervals as shall be determined by the Retirement Plan Board
                  to make a determination concerning his physical or mental
                  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.

4.06     MINIMUM BENEFITS

         In no event shall any Participant who was participating in the Prior
         Plan receive a benefit less than the benefit he would have been
         entitled to receive under the Prior Plan as constituted on December 31,
         1998, based on his average Compensation, Vesting Service, and Credited
         Service on December 31, 1998, and taking into




                                       25
<PAGE>   31

         consideration the actuarial factors for calculating optional forms of
         benefits provided for in the Prior Plan.

4.07     MAXIMUM BENEFITS

         Effective September 1, 1987, for purposes of compliance with Section
         415 of the Code (or any successor to said Section), the following
         limitations on Plan benefits are hereby imposed:

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

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

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

                  (3)      If the Participant has less than ten (10) years of
                           participation in the Plan, the amount determined
                           under Section 4.07(a)(1) multiplied by a fraction,
                           the numerator of which is the number (not less than
                           one (1)) of years (or parts thereof) of participation
                           in the Plan and the denominator of which is ten (10).

                  (4)      If the Participant has less than ten (10) years of
                           Vesting 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 Vesting Service and the denominator
                           of which is ten (10).



                                       26
<PAGE>   32

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

               Pensions payable in a form other than a straight life annuity
               shall be adjusted to an actuarially equivalent straight life
               annuity before applying the limitations of this Section 4.07. For
               distributions occurring prior to January 1, 1995, the 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




                                       27
<PAGE>   33

                  actuarial adjustment to the benefit is required for the value
                  of a Joint and Survivor Annuity form.

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

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

                  (2)      If a Participant's Social Security Retirement Age is
                           greater than 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 equal to





                                       28
<PAGE>   34

                  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
                           (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




                                       29
<PAGE>   35

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

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

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

                  (2)      The denominator of which is the lesser of the maximum
                           dollar limitation in effect under Section
                           415(b)(1)(A) of the Code




                                       30
<PAGE>   36

                           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
                                    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 September
         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, and the Retirement Plan Board shall advise any affected
         Participant of any additional limitation on his annual benefits
         required by this Section 4.08.




                                       31
<PAGE>   37

         If the Plan satisfied the applicable requirements of Section 415 of the
         Code as in effect for all Limitation Years beginning before September
         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).

         This Section 4.08 shall cease to be effective with respect to
         Limitation Years beginning after December 31, 1999.

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, effective January 1, 1998, the compensation of
                  a Participant includes:

                  (1)      A Participant's wages, salaries, fees for
                           professional services, elective deferrals (as defined
                           in Code Section 402(g)(3)), amounts which are
                           contributed or deferred by the Employer or Related
                           Employer at the election of the Employee and which
                           are not includable in the gross income of the
                           Employee by reason of Section 125 of the Code, 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);




                                       32
<PAGE>   38

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

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

                  (4)      Amounts paid or reimbursed by the Employer or Related
                           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 or Related 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, effective January 1, 1998, the compensation of
                  a Participant excludes:

                  (1)      Contributions to a plan of deferred compensation
                           which are not included in the Participant's gross
                           income for the taxable year in which contributed
                           (other than as described in Section 402(g)(3) of the
                           Code), employer contributions under a simplified
                           employee pension plan to the extent such






                                       33
<PAGE>   39

                           contributions are excluded from the Participant's
                           gross income, or any distributions from a plan of
                           deferred compensation;

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

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

                  (4)      Other amounts which received special tax benefits, or
                           contributions made by the Employer or Related
                           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 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 Credited Service both
                  before and after such termination and reemployment, to the
                  extent not disregarded under Section 1.41.

         (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.




                                       34
<PAGE>   40

                  In the event that a reemployed, retired Participant accrues
                  further periods of Credited Service, he may later retire again
                  to receive benefits based upon his total period of Credited
                  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 from the Employer or a
                  Related Employer payment for any Hours of


                                       35
<PAGE>   41

                  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. 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 Credited Service, he may later retire
                  again, to receive benefits based upon his total period of
                  Credited 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 previously 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 the preceding sentence.

4.11     TRANSFERS

         A participant in another retirement plan maintained by or contributed
         to by an Employer or a Related Employer who becomes a Participant in
         this Plan shall be considered a transferred employee.

         Such transferred employee's benefit under the plan he was previously a
         participant in shall be frozen as of his transfer date. If such
         transferred employee is a Participant in this Plan at the time of his
         death, termination of employment, disability, or retirement, whichever
         first occurs, he, his spouse, or his Beneficiary will receive any
         benefit due under this Plan. The benefit provided hereunder will be
         based on Final Average Earnings and total Credited Service as an
         Employee of the Employer or Related





                                       36
<PAGE>   42

         Employer reduced by any benefit such Participant was entitled to under
         the plan in which he was previously a participant.

         Final Average Earnings will be based on the Participant's employment
         with an Employer in accordance with the Plan's definition of Final
         Average Earnings.

         Notwithstanding the foregoing, in the case of an individual hired on or
         after June 1, 1987 who is a member of the collective beginning unit
         represented by Local 3713 of the United Steelworkers of America who
         becomes a Participant in this Plan, Credited Service shall be
         calculated beginning with his date of participation in this Plan. His
         period of employment as a member of the collective bargaining unit
         represented by Local 3713 of the United Steelworkers of America shall
         not be considered in determining his Credited Service hereunder.



                                       37
<PAGE>   43

                                   ARTICLE V

                          FORM AND PAYMENT OF BENEFITS


5.01     NORMAL PENSION

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

5.02     JOINT AND SURVIVOR ANNUITY

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

5.03     ELECTION NOT TO RECEIVE NORMAL PENSION

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

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

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




                                       38
<PAGE>   44

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

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

5.04     ELECTION NOT TO RECEIVE JOINT AND SURVIVOR ANNUITY

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

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

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

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




                                       39
<PAGE>   45

                  (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 value of the optional forms of benefit
                           available under the Plan.

5.05     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 monthly
                  income payable for the lifetime of the Participant and
                  continuing thereafter in an amount fifty percent (50%) or one
                  hundred percent (100%) as great, as elected by the
                  Participant, to a Beneficiary designated in writing by the
                  Participant for such Beneficiary's life. 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 factor shown below,
                  based on the particular optional form elected and the age of
                  the Participant and that of his Beneficiary as of the date
                  benefits commence under the optional form:



                                       40
<PAGE>   46


                                               Factor for    (Factor for One
                                Based on         Fifty       Hundred percent
                             Attained Ages,     Percent          (100%)
                              Beneficiary Is  (50%) Option       Option
                              --------------  ------------       ------
                                    5             .925            .846
Years younger than                  4             .928            .852
the Participant                     3             .931            .858
                                    2             .934            .864
                                    1             .937            .870
                                    0             .940            .876
                                    1             .943            .882
Years older than                    2             .946            .888
the Participant                     3             .949            .894
                                    4             .952            .900
                                    5             .955            .906


                  In the case of election of the fifty percent (50%) option,
                  where the Beneficiary is more than five (5) years younger or
                  five (5) years older than the Participant, the following rules
                  apply:

                  (1)      For each additional year beyond five (5) that the
                           Beneficiary is younger than the Participant, the
                           factor shall be reduced by .003 for each such year
                           from the factor of .925, but shall not be less than a
                           factor of .502.

                  (2)      For each additional year beyond five (5) that the
                           Beneficiary is older than the Participant, the factor
                           shall be increased by .003 for each such year from
                           the factor of .955, but shall not be greater than a
                           factor of .997.

                  In the case of election of the one hundred percent (100%)
                  option, where the Beneficiary is more than five (5) years
                  younger or five (5) years older than the Participant, the
                  following rules apply:

                  (1)      For each additional year beyond five (5) that the
                           Beneficiary is younger than the Participant, the
                           factor shall be reduced by




                                       41
<PAGE>   47

                           .006 for each such year from the factor of .846, but
                           shall not be less than a factor of .502.

                  (2)      For each additional year beyond five (5) that the
                           Beneficiary is older than the Participant, the factor
                           shall be increased by .006 for each such year from
                           the factor of .906, but shall not be greater than a
                           factor of .996.

                  Distribution may be made over only one (1) of the following
                  periods (or a combination thereof):

                  (1)      The life of the Participant;

                  (2)      The life of the Participant and a designated
                           Beneficiary;

                  (3)      A period certain not extending beyond the life
                           expectancy of the Participant; or

                  (4)      A period certain not extending beyond the joint and
                           last survivor expectancy of the Participant and a
                           designated Beneficiary.

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

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

         (b)      As an optional form of payment, if the single sum Actuarial
                  Equivalent value of his retirement income is ten thousand
                  dollars ($10,000) or less, a participant may elect to have his
                  retirement income payable in the form of a single sum.



                                       42
<PAGE>   48

         (c)      If the single sum Actuarial Equivalent of a Participant's
                  benefit is greater than five thousand dollars ($5,000) (three
                  thousand five hundred dollars ($3,500) prior to January 1,
                  1998) and the 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 either a Joint and
                  Survivor Annuity or the contingent annuitant option with the
                  spouse as Beneficiary.

         (d)      A participant who has elected an optional 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.

         (e)      If the single sum Actuarial Equivalent value of any benefit
                  that is not yet in pay status is five thousand dollars
                  ($5,000) (three thousand five hundred dollars ($3,500) prior
                  to January 1, 1998) or less, the Retirement Plan Board shall
                  direct the Trustee to pay such benefit with respect to the
                  terminated Participant or Beneficiary as soon as practicable
                  (whether or not the Participant has reached a retirement date)
                  in a single sum cash payment which shall be the Actuarial
                  Equivalent of the retirement income otherwise payable. For
                  purposes of this paragraph, if the present value of a
                  Participant's vested Accrued Benefit is zero (0), the
                  Participant shall be deemed to have received a distribution of
                  such vested Accrued Benefit under this paragraph (e).




                                       43
<PAGE>   49

5.06     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 5.06, payable as set forth in subsection (a)
         or (b) below, whichever is applicable:

         (a)      If a Participant dies during employment on or after the
                  attainment of his Early Retirement Age, the Pre-retirement
                  Survivor Annuity shall be a monthly income payable for the
                  life of the spouse, equal to the benefit that would have been
                  payable to the spouse had the deceased Participant retired on
                  the day before death and elected immediate commencement of
                  benefits in the one hundred percent (100%) contingent
                  annuitant form under Section 5.05. 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 the deceased Participant retired on the
                           day before




                                       44
<PAGE>   50

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

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



                                       45
<PAGE>   51

         (c)      If a Participant dies prior to his Annuity Starting Date and
                  the single sum Actuarial Equivalent of the Pre-retirement
                  Survivor Annuity exceeds five thousand dollars ($5,000) (three
                  thousand five hundred dollars ($3,500) prior to January 1,
                  1998), the spouse must consent in writing in order for payment
                  to be made prior to the date the Participant would have
                  attained his Normal Retirement Age.

5.07     PRE-RETIREMENT DEATH BENEFIT FOR UNMARRIED PARTICIPANTS

         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 where no Pre-retirement Survivor Annuity is payable
         under Section 5.06, his Beneficiary shall be entitled to a
         pre-retirement death benefit in accordance with the following
         provisions:

         (a)      If a Participant dies during employment on or after the
                  attainment of his Early Retirement Age, or if a former
                  Participant was eligible to commence receipt of his retirement
                  income immediately as of the date of his death, such
                  pre-retirement death benefit shall be equal to the single sum
                  Actuarial Equivalent of the benefit that would have been
                  payable to the Beneficiary had such Participant retired on the
                  day before his death and begun receiving benefits in the form
                  of a Normal Pension. Payment shall be made as soon as
                  practicable following the Participant's death.

         (b)      If a Participant or former Participant was not eligible to
                  immediately commence receipt of benefits hereunder as of the
                  date of his death, such pre-retirement death benefit shall be
                  equal to the single sum Actuarial Equivalent of the benefit
                  that would have been payable to the Beneficiary had the
                  Participant terminated employment on the day before his death
                  (except, where termination of employment occurred prior to his
                  death, the Participant's date of termination of employment
                  shall be used) then survived to the earliest date at which he
                  would be entitled to begin receiving benefits under the Plan,
                  and began receiving benefits in the




                                       46
<PAGE>   52

                  form of a Normal Pension. Payment shall be made as soon as
                  practicable following the Participant's death.

5.08     ADMINISTRATIVE POWERS RELATING TO PAYMENTS

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

         (a)      Directly to such Participant or Beneficiary; or

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

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

5.09     NO GUARANTY OF BENEFITS

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

5.10     TIME OF PAYMENT

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

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

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

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




                                       47
<PAGE>   53

         Payment of retirement 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. The preceding provisions 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 an 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.

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)      If the Participant dies before distribution of his interest
                  commences, the Participant's entire interest will be
                  distributed no later than five (5) years after the
                  Participant's death except to the extent that an election is
                  made to receive distributions in accordance with (1) or (2)
                  below:

                  (1)      If any portion of the Participant's interest is
                           payable to a designated Beneficiary, 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;



                                       48
<PAGE>   54

                  (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.

5.12     DIRECT ROLLOVERS

         Effective January 1, 1993, 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





                                       49
<PAGE>   55

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

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

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

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

5.13     ADDITIONAL RULES RELATING TO PAYMENTS

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




                                       50
<PAGE>   56

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

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

         (c)      Distribution in accordance with the affirmative election does
                  not commence before the expiration of the seven-day period
                  that begins the day after the explanation of the Normal
                  Pension or Joint and Survivor Annuity is provided to the
                  Participant. If the written explanation is provided after the
                  Annuity Starting Date, payments retroactive to such date shall
                  be made to the Participant when distribution commences.




                                       51
<PAGE>   57

5.14     LOST PARTICIPANTS

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




                                       52
<PAGE>   58

                                   ARTICLE VI

                               PLAN ADMINISTRATION


6.01     PLAN ADMINISTRATOR

         The Board has appointed the Retirement Plan Board as Plan Administrator
         to administer the Plan and keep records of proceedings and claims. The
         Board may appoint an investment manager or managers, as defined in
         Section 3(38) of ERISA, to manage or control all or a part of the Trust
         Fund. The Employer shall notify the Trustee of the representatives of
         the Plan Administrator and of any changes that may take place from time
         to time. The Board may change the Plan Administrator or any
         representative thereof at any time with or without cause and may
         designate a successor Plan Administrator, in its discretion. No
         compensation will be paid the Plan Administrator from the Trust Fund
         for service as such, but any reasonable expenses incurred pursuant to
         such service will be reimbursed from the Trust Fund, provided that the
         Employer may advance payment of such expenses and receive reimbursement
         from the Plan pursuant to Prohibited Transaction Class Exemption 80-26.

6.02     DUTIES

         Subject to the limitations of the Plan and of the Trust Agreement, the
         Plan Administrator will from time to time establish rules for the
         administration of the Plan and the transaction of its business. The
         Plan Administrator will rely on the records of the Employer with
         respect to any and all factual matters dealing with the employment of
         an Employee. The Plan Administrator will resolve any factual dispute,
         giving due weight to all evidence available to it. The Plan
         Administrator will interpret the Plan and determine all questions
         arising in the administration, interpretation, and application of the
         Plan. In making such determinations, the Plan Administrator shall have
         and shall exercise complete discretionary authority to administer the
         Plan, giving controlling weight to the intent of the sponsor of the
         Plan, and all such determinations shall be final, conclusive, and
         binding on the Plan, the sponsor, and all Participants and
         Beneficiaries. If challenged in court, such determination shall not be
         subject to de




                                       53
<PAGE>   59

         novo review and shall not be overturned unless proven to be arbitrary
         and capricious based upon the evidence considered by the Plan
         Administrator at the time of such determination. The Plan Administrator
         shall keep a permanent record of its meetings and actions and shall
         establish reasonable procedures providing for the proper operation of
         Section 414(p) of the Code with respect to "qualified domestic
         relations orders," as defined therein, including, but not limited to,
         establishing appropriate procedures, authorizing the establishment of
         new accounts, and directing distributions from such accounts.

6.03     DIRECTIONS TO TRUSTEE

         The Plan Administrator shall direct the Trustee, in writing, to make
         payments from the Trust Fund to individuals who qualify for such
         payments hereunder. Such written order to the Trustee shall specify the
         individual's name, address, Social Security number, and the amount and
         frequency of such payments.

6.04     NONDISCRIMINATION

         The Plan Administrator shall not take action or direct the Trustee to
         take any action with respect to any of the benefits provided hereunder
         or otherwise in pursuance of the powers conferred herein upon the Plan
         Administrator which would be discriminatory in favor of Employees who
         are officers, shareholders, or highly compensated employees or which
         would result in benefiting one (1) Employee, or group of Employees, at
         the expense of another, or in the application of different rules to
         substantially similar sets of facts.

6.05     AGENTS

         The Plan Administrator may employ such counsel, accountants, and other
         agents as it shall deem advisable. The compensation of such counsel,
         accountants, and other agents shall be considered an expense under
         Section 6.01.




                                       54
<PAGE>   60

6.06     LIMITATIONS

         In accordance with the provisions hereof, the Plan Administrator has
         been delegated certain administrative functions relating to the Plan
         with all powers necessary to enable it properly to carry out such
         duties. The Plan Administrator, in its capacity as Plan Administrator,
         shall have no power in any way to modify, alter, add to, or subtract
         from any provisions of the Plan.

6.07     UNSTATED RULES AND PROCEDURES

         Any rules, regulations, or procedures that may be necessary for the
         proper administration or functioning of this Plan that are not covered
         in this Plan or the Trust Agreement shall be promulgated and adopted by
         the Plan Administrator.

6.08     NAMED FIDUCIARY

         Those persons or entities named in the Plan or pursuant to a procedure
         specified in the Plan to perform functions that are subject to
         fiduciary responsibility under applicable law shall constitute the
         "named fiduciaries" but only to the extent that they actually perform
         (or are responsible for performing) the particular functions that are
         subject to fiduciary responsibility.

6.09     EXERCISE OF THE PLAN ADMINISTRATOR'S DUTIES

         The Plan Administrator shall discharge its duties:

         (a)      For the exclusive purpose of providing benefits to Plan
                  Participants, former Participants and Beneficiaries; and

         (b)      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.




                                       55
<PAGE>   61

6.10     INDEMNIFICATION

         The Employer shall indemnify the Plan Administrator against any and all
         claims, loss, damage, expense, and liability arising from any act or
         failure to act relating to the Plan Administrator's duties and powers
         unless the same is judicially determined to be the result of the Plan
         Administrator's gross negligence or willful misconduct.






                                       56
<PAGE>   62


                                  ARTICLE VII

                                CLAIMS PROCEDURES


7.01     CLAIMS REVIEW

         Any Participant, former Participant or Beneficiary who wishes to
         request a review of a claim for benefits or who wishes an explanation
         of a benefit or its denial may direct to the Plan Administrator a
         written request for such review. The Plan Administrator shall respond
         to the request by issuing a notice to the claimant as soon as possible,
         but in no event later than ninety (90) days from the date of receipt of
         the request. This notice furnished by the Plan Administrator shall be
         written in a manner calculated to be understood by the claimant and
         shall include the following:

         (a)      The specific reason or reasons for any denial of benefits;

         (b)      The specific Plan provisions on which any denial is based;

         (c)      A description of any further material or information which is
                  necessary for the claimant to perfect his claim and an
                  explanation of why the material or information is needed; and

         (d)      An explanation of the Plan's claim appeals procedure.

         If the claimant does not respond to the notice, posted by first-class
         mail to the address of record of the claimant, within sixty (60) days
         from the posting of the notice, the claim shall be considered satisfied
         in all respects. If the Plan Administrator denies the claim or fails to
         respond to the claimant's written request for a review within ninety
         (90) days of its receipt, the claimant shall be entitled to proceed to
         the claim appeals procedure described in Section 7.02.

7.02     APPEALS PROCEDURE

         In the event that the claimant wishes to appeal the claim review
         denial, the claimant or his duly authorized representative may submit
         to the Plan Administrator, within sixty




                                       57
<PAGE>   63

         (60) days of the posting of the notice, a written notification of
         appeal of the claim denial. The notification of appeal of the claim
         denial shall permit the claimant or his duly authorized representative
         to utilize the following claim appeals procedures:

         (a)      To review pertinent documents; and

         (b)      To submit issues and comments in writing to which the Plan
                  Administrator shall respond.

         The Plan Administrator shall furnish a written decision on the appeal
         not later than sixty (60) days after receipt of the notification of
         appeal, unless special circumstances require an extension of the time
         for processing the appeal and the claimant is notified of the extension
         by the end of the original 60-day period to consider the appeal. In no
         event, however, shall the Plan Administrator respond later than one
         hundred twenty (120) days after a request for a formal review. The
         decision on the appeal shall be in writing and shall include specific
         reasons for the decision, and shall be written in a manner calculated
         to be understood by the claimant and shall contain specific reference
         to the pertinent Plan provisions on which the decision is based.






                                       58
<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" 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.




                                       59
<PAGE>   65

                           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.




                                       60
<PAGE>   66

                                   ARTICLE IX

                            AMENDMENT AND TERMINATION


9.01     RIGHT TO AMEND OR TERMINATE

         The Employer reserves to itself the right at any time, by action of its
         Board, to alter, amend, modify, revoke, or terminate in whole or in
         part this Plan, and each Employer, in adopting this Plan, consents to
         any such alteration, amendment, modification, revocation or
         termination. The Employer, by resolution of the Board, may terminate
         the Plan with respect to any or all Employers. Each Employer, by a
         resolution of its Board of Directors, may terminate its participation
         in the Plan. If the Plan is terminated by fewer than all Employers, it
         shall continue in effect for Participants employed by the remaining
         Employers. Subject to the provisions of ERISA, and without limiting the
         general applicability of the preceding provisions of this section, the
         Employer specifically reserves the right to amend the Plan to change:

         (a)      The requirements of or the dates upon which early or normal
                  retirement may occur;

         (b)      The factors and methods used to calculate early retirement
                  benefits; or

         (c)      The factors and methods used to calculate benefit options, in
                  all three (3) cases, to reflect changes in common or customary
                  practice or in the requirements for receipt of Social Security
                  benefits;

         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




                                       61
<PAGE>   67

                  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.

9.02     TERMINATION

         (a)      It is the expectation of each 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 an Employer, and the right is
                  reserved by each 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 Employers 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 any
                  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.




                                       62
<PAGE>   68

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

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




                                       63
<PAGE>   69

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.

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.

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.






                                       64
<PAGE>   70

                                   ARTICLE X

                                  MISCELLANEOUS


10.01    NO CONTRACT OF EMPLOYMENT

         Nothing herein contained shall be construed to constitute a contract of
         employment between any Employer and any Employee. The employment
         records of the Employers 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 applicable regulations
         under Section 414(l) of the Code shall be deemed 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.

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




                                       65
<PAGE>   71

         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 each 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 an Employer. Neither the establishment of the Trust Fund,
         the 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 an
         Employer or the Trustee unless the same shall be specifically provided
         for in this Plan.



                                       66
<PAGE>   72

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 Employer, its officers or
         shareholders, and there shall be no liability or obligation on the part
         of the 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 an Employer, by merger,
         consolidation, purchase or otherwise, shall elect to adopt the Plan,
         such successor shall be substituted hereunder for that 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 Commonwealth of
         Pennsylvania, to the extent that such laws are not preempted by ERISA.

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
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                                   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





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

         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%).

         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




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                  Permissive Aggregation Group, as appropriate, is a fraction,
                  the numerator of which is the sum of the Present Value of
                  accrued benefits of all Key Employees under the aggregated
                  defined benefit plans as of the Determination Date (including
                  any part of any accrued benefit distributed in the five (5)
                  year period ending on the Determination Date), and the
                  denominator of which is the sum of the Present Value of all
                  accrued benefits (including any part of any accrued benefit
                  distributed in the five (5) year period ending on the
                  Determination Date) of all Participants as of the
                  Determination Date, both computed in accordance with Section
                  416 of the Code. The numerator and denominator of the
                  Top-heavy Ratio shall be adjusted to reflect any contribution
                  not actually made as of the Determination Date, but which is
                  required to be taken into account on that date under Section
                  416 of the Code.

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




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                  made in the five (5) year period ending on the Determination
                  Date and any contributions due but unpaid as of the
                  Determination Date.

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

         PERMISSIVE AGGREGATION GROUP

         The Required Aggregation Group of plans plus any other plan or plans of
         the Employer or a Related Employer which, when considered as a group
         with the Required Aggregation Group, would continue to satisfy the
         requirements of Sections 401(a)(4) and 410 of the Code.




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         REQUIRED AGGREGATION GROUP

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

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

         PRESENT VALUE

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

         VALUATION DATE

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

11.03    MINIMUM ACCRUED BENEFIT

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





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                  key Employee is not employed on the last day of the accrual
                  computation period or the Plan is integrated with Social
                  Security.

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

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

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

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

         (f)      The minimum accrued benefit required (to the extent required
                  to be nonforfeitable under Section 416(b) of the Code) may not
                  be forfeited or suspended under Section 411(a)(3)(B) or
                  Section 411(a)(3)(D) of the Code.





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11.04    VESTING REQUIREMENTS

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

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


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

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

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





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         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%).








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