<PAGE>


                        LIBERTY FINANCIAL COMPANIES, INC.
                        ---------------------------------

                                  PENSION PLAN
                                  ------------



                              Amended and Restated
                            Effective January 1, 1999










                                                                     Exec. Ver.

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       Page
PREAMBLE                                                                                               ----
<S>                 <C>        <C>                                                                      <C>

ARTICLE I                      DEFINITIONS

                    1.1        "Accrued Benefit"                                                        1
                    1.2        "Active Participant"                                                     1
                    1.3        "Actuarial Equivalent"                                                   1
                    1.4        "Actuary"                                                                2
                    1.5        "Affiliated Employer"                                                    2
                    1.6        "Annuity Starting Date"                                                  2
                    1.7        "Authorized Leave of Absence"                                            2
                    1.8        "Average Earnings"                                                       3
                    1.9        "Beneficiary"                                                            3
                    1.10       "Board"                                                                  3
                    1.11       "Covered Compensation"                                                   3
                    1.12       "Code"                                                                   4
                    1.13       "Contingent Annuitant"                                                   4
                    1.14       "Credited Service" or "Years of Credited Service"                        4
                    1.15       "Early Retirement Date"                                                  4
                    1.16       "Earnings" or "Annual Earnings"                                          4
                    1.17       "Effective Date"                                                         6
                    1.18       "Eligible Employee"                                                      6
                    1.19       "Employee"                                                               6
                    1.20       "Employer"                                                               6
                    1.21       "Employment Date"                                                        7
                    1.22       "Fiduciary"                                                              7
                    1.23       "Fund", "Trust" or "Trust Fund"                                          7
                    1.24       "Hour of Service"                                                        7
                    1.25       "Normal Form"                                                            9
                    1.26       "Normal Retirement Age"                                                  9
                    1.27       "Normal Retirement Date"                                                 9
                    1.28       "One Year Break in Service"                                              9
                    1.29       "Parental Absence"                                                       9
                    1.30       "Participant"                                                            9
                    1.31       "Participating Employer"                                                 10
                    1.32       "Plan"                                                                   10
                    1.33       "Plan Administrator"                                                     10
                    1.34       "Plan Year"                                                              10
                    1.35       "Postponed Retirement Date"                                              10

                                       (i)

                                                                    Pension Plan
                                                                      Exec. Ver.
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                                                                                                       ----

                    1.36       "Prior Plan"                                                             10
                    1.37       "Reemployment Date"                                                      10
                    1.38       "Retired Participant"                                                    10
                    1.39       "Retirement Benefit"                                                     11
                    1.40       "Service Termination Date"                                               11
                    1.41       "Spouse"                                                                 12
                    1.42       "Trust Agreement"                                                        12
                    1.43       "Trustee"                                                                12
                    1.44       "Vested Inactive Participant"                                            12
                    1.45       "Years of Service"                                                       12



ARTICLE II                     PARTICIPATION AND SERVICE

                    2.1        Participation Requirements                                               13
                    2.2        Years of Service                                                         13
                    2.3        Years of Credited Service                                                15
                    2.4        Reemployment Before Benefits Commence                                    16
                    2.5        Postponed Retirement or Reemployment After
                                    Benefits Commence                                                   17
                    2.6        Suspension of Benefits                                                   19
                    2.7        Transfers                                                                21


ARTICLE III                    NORMAL RETIREMENT BENEFIT

                    3.1        Normal Retirement Benefit                                                22
                    3.2        Minimum Accrued Benefit                                                  23
                    3.3        Maximum Benefit                                                          25
                    3.4        Continuing Employment                                                    29
                    3.5        Accrued Benefit Upon Reemployment After
                                    Annuity Starting Date                                               29
                    3.6        Accrued Benefit Upon Reemployment Before
                                    Annuity Starting Date                                               31


ARTICLE IV                     EARLY RETIREMENT DATE AND EARLY RETIREMENT BENEFIT

                    4.1        Early Retirement Date                                                    32
                    4.2        Early Retirement Benefit                                                 32
                    4.3        Minimum Benefit                                                          33

                                      (ii)

                                                                    Pension Plan
                                                                      Exec. Ver.
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                                                                                                       Page
                                                                                                       ----
ARTICLE V                      POSTPONED RETIREMENT DATE AND
                               POSTPONED RETIREMENT BENEFIT

                    5.1        Postponed Retirement Date                                                34
                    5.2        Postponed Retirement Benefit                                             34
                    5.3        Death Prior to Postponed Retirement Date                                 36



ARTICLE VI                     TERMINATION OF EMPLOYMENT

                    6.1        Non-Vested Termination                                                   37
                    6.2        Vested Termination                                                       37
                    6.3        Early Payment                                                            38



ARTICLE VII                    DEATH AND DISABILITY BENEFITS

                    7.1        Pre-Retirement Surviving Spouse Benefit
                                    For Death Occurring On or After Early
                                    Retirement Eligibility                                              39
                    7.2        Pre-Retirement Surviving Spouse Benefit
                                    For Death Occurring Before Early
                                    Retirement Eligibility                                              39
                    7.3        Death Benefits After Retirement
                                    Benefits Commenced                                                  40
                    7.4        Disability                                                               41
                    7.5        Continued Benefit Accruals                                               42
                    7.6        Payment of Disability Pension                                            42
                    7.7        Form of Payment for Disability Pension                                   43
                    7.8        Cessation of Disability Pension                                          43



ARTICLE VIII                   PAYMENT OF RETIREMENT BENEFITS

                    8.1        Automatic Payment Forms                                                  44
                    8.2        Election of Optional Forms                                               44
                    8.3        Joint and Survivor Option                                                45
                    8.4        Life Annuity Option                                                      46
                    8.5        Life Annuity With Guaranteed Payment
                                    Period Option                                                       46

                                      (iii)

                                                                    Pension Plan
                                                                      Exec. Ver.
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                                                                                                       Page
                                                                                                       ----

                    8.6        General Provisions                                                       46
                    8.7        Small Benefit Cash-Out Provision                                         49
                    8.8        Missing Persons                                                          49
                    8.9        Restrictions on Distributions                                            50
                    8.10       Direct Rollovers                                                         51


ARTICLE IX                     PLAN ADMINISTRATION

                    9.1        Responsibility for Plan and Trust

                                    Administration                                                      53
                    9.2        Retirement Plan Administrator                                            53
                    9.3        Agents of the Plan Administrator                                         53
                    9.4        Plan Administrator Procedures                                            53
                    9.5        Administrative Powers of the Plan Administrator                          54

                    9.6        Benefit Claims Procedures                                                54
                    9.7        Reliance on Reports and Certificates                                     55
                    9.8        Other Plan Administrator Powers and Duties                               56
                    9.9        Compensation of Plan Administrator                                       57
                    9.10       Plan Administrator's Own Participation                                   57
                    9.11       Liability of Plan Administrator                                          57
                    9.14       Indemnification                                                          57



ARTICLE X                      FUNDING AND CONTRIBUTIONS

                    10.1       Establishment of Fund                                                    58
                    10.2       Contribution to the Fund; Plan Expenses                                  58
                    10.3       Contributions Conditional                                                59
                    10.4       Employee Contributions                                                   59



ARTICLE XI                     FIDUCIARY RESPONSIBILITIES

                    11.1       Basic Responsibilities                                                   60
                    11.2       Actions of Fiduciaries                                                   60
                    11.3       Fiduciary Liability                                                      61

                                      (iv)

                                                                    Pension Plan
                                                                      Exec. Ver.
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                                                                                                       Page
                                                                                                       ----

ARTICLE XII                    AMENDMENT AND TERMINATION

                    12.1       Right to Amend or Terminate                                              62
                    12.2       Partial Termination                                                      62
                    12.3       Vesting and Distribution of Funds Upon
                                    Termination                                                         62
                    12.4       Determination of Funds Upon Termination                                  64
                    12.5       Restriction on Benefits                                                  65
                    12.6       Right to Accrued Benefits                                                65


ARTICLE XIII                   TOP-HEAVY PLAN PROVISIONS

                    13.1       General Rule                                                             66
                    13.2       Vesting Provisions                                                       66
                    13.3       Minimum Benefit Provisions                                               66
                    13.4       Limitation on Benefits                                                   67
                    13.5       Top-heavy Plan Definition                                                67
                    13.6       Key Employee                                                             71
                    13.7       Non-Key Employee                                                         71



ARTICLE XIV         GENERAL PROVISIONS

                    14.1       Plan Voluntary                                                           72
                    14.2       Payments to Minors and Incompetents                                      72
                    14.3       Non-Alienation of Benefits                                               73
                    14.4       Use of Masculine and Feminine; Singular and
                                    Plural                                                              75
                    14.5       Merger, Consolidation or Transfer                                        75
                    14.6       Leased Employees                                                         75
                    14.7       Governing Law                                                            76
                    14.8       Severability                                                             76
                    14.9       Captions                                                                 76


APPENDIX A                     GRANDFATHERING FOR KEYPORT LIFE
                                     INSURANCE COMPANY

                    A.1        Definitions                                                              79
                    A.2        Eligibility                                                              81
                    A.3        Normal Retirement Benefit                                                82
                    A.4        Early Retirement Date and Early Retirement
                                    Benefit                                                             84
</TABLE>

                                       (v)

                                                                    Pension Plan
                                                                      Exec. Ver.
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                                      (vi)

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                                    PREAMBLE


Effective December 13, 1988, Keystone Provident Life Insurance Company
established a defined benefit retirement plan referred to as the Retirement Plan
for Employees of Keystone Provident Life Insurance Company (the "Prior Plan").
In 1990, Keystone Provident Life Insurance Company changed its name to Keyport
Life Insurance Company. Employees of Keyport Life Insurance Company continued to
participate in the Prior Plan. Effective July 1, 1992, Liberty Financial
Companies, Inc. (the "Employer") changed the name of the Prior Plan to the
Liberty Financial Companies, Inc. Pension Plan (the "Plan") and amended and
restated the Plan. In addition to changes in the Plan reflecting a new formula
and compliance with requirements of the Tax Reform Act of 1986, the restated
Plan extended participation to certain subsidiaries and affiliates of Liberty
Financial Companies, Inc. in addition to Keyport Life Insurance Company.
Grandfathering provisions for certain employees of Keyport Life Insurance
Company were included in the restated Plan. For employees of Keyport Life
Insurance Company who participated in the Prior Plan, an additional benefit
equal to 25% of such employee's accrued benefit under the Prior Plan as of June
30, 1992 is included as part of their Accrued Benefit hereunder. Such additional
benefit as described in Section 3.1(d) represents the Actuarial Equivalent
present value of the automatic cost-of-living adjustment provided under the
Prior Plan.

The Plan was amended and restated effective January 1, 1989 and thereafter to
comply with theTax Reform Act of 1986 and certain other IRS requirements. The
Plan is again being amended effective January 1, 1999 to incorporate all
previous amendments, to comply with recent legislation and IRS requirements, and
to improve certain aspects of Plan administration.


                                      (vii)

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

It is intended that the Plan, as amended and restated herein, will continue to
meet the requirements for qualification under Section 401(a) of the Internal
Revenue Code of 1986 (the "Code") as amended from time to time and that the
Trust shall continue to be exempt from taxation as provided under Code Section
501(a). As such, the Plan contains provisions required by the Tax Reform Act of
1986, and subsequent legislation and regulations affecting pension plan
qualification requirements under Code Section 401(a). The Plan is intended to
provide Eligible Employees with periodic income after retirement in addition to
benefits under the Social Security Act. A Trust Agreement (the "Trust") has been
adopted by the Employer and forms a part of this Plan..

Except as otherwise specifically and expressly provided herein:

(a)     the provisions of this Plan shall apply only to individuals who are
        Eligible Employees afterDecember 31, 1998;

(b)     a former Employee's eligibility for and amount of benefits, if any,
        payable to or on behalf of such former Employee, shall be determined in
        accordance with the provisions of the Plan in effect when his employment
        terminated. The benefit payable to or on behalf of a Participant
        included under the Plan in accordance with the following provisions
        shall not be affected by the terms of any amendment to the Plan adopted
        after such Participant's employment terminates, unless the amendment
        expressly provides otherwise.


                                     (viii)

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                                    ARTICLE I
                                   DEFINITIONS


The following words and phrases when used in the Plan shall have the meanings
indicated in this Article I unless a different meaning is plainly required by
the context:

1.1     "Accrued Benefit" shall mean the amount of monthly Retirement Benefit
        determined under Article III payable in the Normal Form beginning at a
        Participant's Normal Retirement Date or, if applicable, beginning on his
        Postponed Retirement Date and determined in accordance with Article V.

        The Accrued Benefit shall not be less than the minimum accrued benefit
        determined under Section 3.2 and shall not be greater than the maximum
        benefit determined under Section 3.3.

1.2     "Active Participant" shall mean an Eligible Employee who has become
        covered under the Plan under Section 2.1(a) or (b). This term includes
        any disabled Participant who has deferred receipt
        of his Retirement Benefit under Section 7.5.

1.3     "Actuarial Equivalent" shall mean a benefit of equivalent value to
        another benefit, determined on the following bases:



        (a)   the applicable mortality table and applicable interest rate, as
              of January preceding the payment, specified under Code Section
              417(e)(3);

        (b)   for all other purposes:


              (i)       Mortality:  1983 Group Annuity Mortality Table (male)

                                       -1-

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (ii)      Interest:  8.5% annual

1.4     "Actuary" shall mean an actuary who meets the standards and
        qualifications established by the Joint Board for the Enrollment of
        Actuaries, or an actuarial firm that employs such individuals,
        as selected by the Plan Administrator from time to time.

1.5     "Affiliated Employer" shall mean any corporation which is a member of a
        controlled group of corporations (as defined in Code Section 414(b))
        which includes the Employer; any trade or business (whether or not
        incorporated) which is under common control (as defined in Code Section
        414(c)) with the Employer; any organization (whether or not
        incorporated) which is a member of an affiliated service group (as
        defined in Code Section 414(m)) which includes the Employer; and any
        other entity required to be aggregated with the Employer pursuant to
        regulations under Code Section 414(o).

1.6     "Annuity Starting Date" shall mean:

        (a)   the first day of the first period for which a benefit is payable
              to the Participant under the Plan as an annuity, (or to the Spouse
              in the case of death before Retirement Benefits commence), or

        (b)   in the case of a benefit not payable in the form of an annuity,
              the first day on which all events have occurred which entitle the
              Participant (or Spouse) to such benefit.

1.7     "Authorized Leave of Absence" shall mean any absence authorized by an
        Employer under the Employer's standard personnel practices, provided
        that all persons under similar circumstances are treated alike in the
        granting of such Authorized Leave of Absence, and provided further that
        the Participant returns or retires within the period specified in the
        Authorized Leave of Absence. An absence due to service in the Armed
        Forces of the United States shall be considered an Authorized Leave of
        Absence provided that the Employee complies with all of the requirements
        of federal law in order to be entitled to


                                       -2-

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

        reemployment and provided further that the Employee returns to
        employment with the Employer or an Affiliated Employer within the period
        provided by such law.

1.8     "Average Earnings" shall mean, on any date of determination, the average
        of a Participant's Annual Earnings for the 60 consecutive months
        included in the 120-month period ending on the date of determination for
        which his aggregate Earnings were the highest. In the case of a
        Participant who has not received Earnings for 60 consecutive months in
        the aforementioned 120-month period, Average Earnings means the average
        of his Annual Earnings during the consecutive calendar quarters in such
        period in which he received Earnings.

1.9     "Beneficiary" shall mean the individual designated by a Participant to
        receive payments upon the death of the Participant under one of the
        options elected under Section 8.3 or Section 8.5. If a Participant is
        married on the Annuity Starting Date, the election of an option under
        Sections 8.3, 8.4 or 8.5 and the naming of any Beneficiary shall be
        invalid unless a waiver meeting the requirements of Section 8.6(e) has
        been made. Death benefits which become payable under Article VII before
        Retirement Benefits are paid may only be paid to a Participant's Spouse.

1.10    "Board" shall mean the Board of Directors of the Employer.

1.11    "Covered Compensation" shall mean the average of the "taxable wage
        bases", without indexing, for the thirty-five (35) calendar years ending
        with the Plan Year in which a Participant attains Social Security
        Retirement Age as defined in Section 3.3. "Taxable wage base" means,
        with respect to any year, the maximum amount of earnings which may be
        considered wages for such year under Code Section 3121(x)(1). For an
        individual who terminates employment prior to Social Security Normal
        Retirement Age, the taxable wage bases for years until such age shall be
        deemed to be equal to the taxable wage base in effect on the date the
        individual is no longer an Eligible Employee and the


                                       -3-

                                                                    Pension Plan
                                                                      Exec. Ver.

<PAGE>

        provisions of the Social Security Act on such date alone shall govern
        the calculation of the Covered Compensation.

1.12    "Code" shall mean the Internal Revenue Code of 1986, as amended from
        time to time and any regulations issued thereunder. Reference to any
        Code Section shall include any successor provision thereto.

1.13    "Contingent Annuitant" shall mean the person designated by the
        Participant to receive lifetime monthly benefit payments in the event of
        the Participant's death after Retirement Benefits have started as
        provided under the joint and survivor payment forms in Section 8.3. If
        the Participant is married on the date Retirement Benefits are to
        commence, the Contingent Annuitant is his Spouse, unless a waiver
        meeting the requirements of Section 8.6(c) provides for the designation
        of a Contingent Annuitant who is not the Spouse.


1.14    "Credited Service" or "Years of Credited Service" shall mean the
        Participant's period of service determined in accordance with Article
        II. In the case of a former Eligible Employee who was transferred or
        deemed to have transferred to IFMG on or prior to April 1, 1997,
        Credited Service shall be granted for employment through March 31, 1997,
        even if a portion of such Credited Service would not otherwise be
        considered Credited Service because IMFG is not a Participating
        Employer.


1.15    "Early Retirement Date" shall mean the date on which a Participant
        becomes eligible to retire with an early retirement benefit under the
        Plan, as determined in accordance with Article IV.

1.16    "Earnings" or "Annual Earnings" shall mean, subject to the transfer
        provisions of Section 2.7, with respect to any 12-month period, the
        total Monthly Earnings paid to the Employee by the Employer or an
        Affiliated Employer for that 12-month period. "Monthly Earnings" shall
        mean, for any month, the amount of base salary paid, plus any pre-tax
        contributions made at the Participant's election to a qualified cash or
        deferred


                                       -4-

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

        arrangement as defined in Code Section 401(k) or a cafeteria plan as
        defined in Code Section 125 sponsored by the Employer, plus sales
        commissions paid, but not more than $100,000 of commissions in a
        calendar year ($150,000 of commissions for employees of Keyport Life
        Insurance Company), plus overtime pay, sick pay, pay for vacations and
        holidays, salary continuation payments, whether made under plans of the
        Employer or plans mandated by a State or Commonwealth, plus bonuses paid
        under the Management Incentive Program.

        The bonuses paid under the Management Incentive Program shall be
        included in Monthly Earnings in the month paid.

        Earnings shall not include reimbursed education expenses, relocation
        expenses, car allowances, employment referral awards, sales incentive
        awards, long-term incentive awards or income imputed for federal income
        tax purposes due to life insurance in excess of $50,000, loans or any
        other income required to be imputed for federal income tax purposes for
        non-cash benefits provided by the Employer.

        Earnings shall not include any standstill bonuses paid to employees of
        Keyport Life Insurance Company in 1988 or 1989.

        Earnings shall not include any amount deferred or paid under the Liberty
        Financial Companies, Inc. Supplemental Savings Plan, the Keyport Life
        Insurance Company Non-Qualified Deferred Compensation Plan, the Liberty
        Financial Companies, Inc. Voluntary Non-Qualified Deferred Compensation
        Plan, or any other non-qualified deferred compensation plan which a
        Participating Employer may adopt.


        Annual Earnings for a Plan Year shall not include any amount in excess
        of the limit prescribed under Code Section 401(a)(17) ($160,000 for
        1999) adjusted for cost-of-living as permitted under such Code Section
        and regulations thereunder.


                                       -5-

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

        Earnings shall not include any compensation paid to an Employee prior to
        the date he first becomes an Eligible Employee.


                                       -6-

                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

1.17          "Effective Date" shall mean January 1, 1989, or such other date as
              required by the Tax Reform Act of 1986 (or subsequent legislation
              or regulations); provided, however, that the Plan contains
              voluntary amendments effective July 1, 1992 or such other date as
              specified herein.

1.18          "Eligible Employee" shall mean an Employee who:

              (a) is employed by a Participating Employer in an employment
                  classification designated by such Employer as eligible to
                  participate under the Plan;

              (b) is not a "leased employee" as defined in Code Section
                  414(n)(2);

              (c) is not covered by a collective-bargaining agreement, unless
                  such agreement specifically provides for eligibility herein;
                  and

              (d) is not an Employee of the Chemical Investment Services
                  division of Liberty Securities Corporation; and

              (e) is not a "highly compensated employee" (as defined in Code
                  Section 414(q)) who is an Employee of Copley Venture Capital,
                  Inc.

1.19          "Employee" shall mean a regular common-law employee of the
              Employer or an Affiliated Employer. A shared employee, as
              determined by the Plan Administrator, shall not be an Employee
              under this Plan. A leased employee as described in Code Section
              414(n)(2) shall be considered an Employee to the extent provided
              under Section 14.6.

1.20          "Employer" shall mean Liberty Financial Companies, Inc. a
              corporation organized and existing under the laws of the
              Commonwealth of Massachusetts, or its successor or successors.
              Prior to July 1, 1992, "Employer" meant Keyport Life Insurance
              Company.

                                      -7-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

1.21          "Employment Date" shall mean the first day on which an Employee is
              credited with an Hour of Service.

1.22          "Fiduciary" shall mean any person who exercises any discretionary
              authority or discretionary control respecting the management of
              the Plan, assets held under the Plan, or disposition of Plan
              assets; who renders investment advice for a fee or other
              compensation, direct or indirect, with respect to assets held
              under the Plan or has any authority or responsibility to do so; or
              who has any discretionary authority or discretionary
              responsibility in the administration of the Plan. Any person who
              exercises authority or has responsibility of a fiduciary nature as
              described above shall be considered a Fiduciary under the Plan.

1.23          "Fund", "Trust" or "Trust Fund" shall mean the cash and other
              investments of the Plan, and income attributable thereto, held and
              administered by the Trustee in accordance with the Trust
              Agreement.

1.24          "Hour of Service" shall mean:

              (a) Each hour for which an Employee is directly or indirectly paid
                  or entitled to payment by the Employer and any Affiliated
                  Employer for the performance of duties;

              (b) Each hour for which an individual is directly or indirectly
                  paid or entitled to payment by the Employer and any Affiliated
                  Employer (including payments made or due from a trust fund or
                  insurer to which the Employer or Affiliated Employer
                  contributes or pays premiums) on account of a period of time
                  during which no duties are performed (irrespective of whether
                  the employment relationship has terminated) due to periods of
                  vacation, holidays, illness, incapacity, disability, layoff,
                  jury duty, military duty, or leave of absence, provided that:

                                      -8-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  (i)   No more than 501 Hours of Service shall be credited
                        under this paragraph (b) to an Employee on account of
                        any single continuous period during which the Employee
                        performs no duties; and

                  (ii)  Hours of Service shall not be credited under this
                        paragraph (b) to an Employee for a payment which solely
                        reimburses the Employee for medically related expenses
                        incurred by the Employee or which is made or due under a
                        plan maintained solely for the purpose of complying with
                        applicable workers' compensation, unemployment
                        compensation or disability insurance laws; and

              (c) Each hour not already included under paragraph (a) or (b)
                  above for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer or by
                  an Affiliated Employer, provided that crediting of Hours of
                  Service under this paragraph with respect to periods described
                  in paragraph (b) above shall be subject to the limitation
                  therein set forth.

              The number of Hours of Service to be credited under paragraph (b)
              or (c) above on account of a period during which an Employee
              performs no duties, and the Plan Years to which Hours of Service
              shall be credited under paragraphs (a), (b), or (c) above shall be
              determined by the Plan Administrator in accordance with Sections
              2530.200b-2(b) and (c) of the Regulations of the U.S. Department
              of Labor.

              To the extent not credited above, Hours of Service shall also be
              credited based on the customary work week of the Employee for
              periods of military duty (as required by applicable law),
              Authorized Leave of Absence and periods during which the Employee
              is receiving salary continuation payments under any salary
              continuation plan of the Employer or any mandated salary
              continuation plan of a State or Commonwealth.

                                      -9-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

1.25          "Normal Form" shall mean a monthly annuity payable to a
              Participant commencing on his designated Annuity Starting Date and
              ending with the payment due for the month in which his death
              occurs.

1.26          "Normal Retirement Age" shall mean the later of:

              (a) the Participant's 65th birthday, and

              (b) the fifth anniversary of the date the individual became an
                  active Participant.

1.27          "Normal Retirement Date" shall mean the first day of the month
              coincident with or next following the Participant's Normal
              Retirement Age.

1.28          "One Year Break in Service" shall mean each 12-consecutive-month
              period commencing on an Employee's Service Termination Date (or
              anniversary thereof) provided that during such 12-consecutive
              month period the individual fails to complete one Hour of Service.

1.29          "Parental Absence" shall mean an Employee's absence from work
              which has commenced for any of the following reasons:

              (a) the pregnancy of the Employee;

              (b) the birth of the Employee's child;

              (c) the adoption of a child by the Employee; or

              (d) the need to care for the Employee's child immediately
                  following its birth or adoption.

1.30          "Participant" shall mean an Active Participant currently
              participating in the Plan pursuant to Article II or a Vested
              Inactive Participant.

                                      -10-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

1.31          "Participating Employer" shall mean Liberty Financial Companies,
              Inc. and any Affiliated Employer (or a division of either) which
              has adopted this Plan and which has been authorized by the Board
              to participate in this Plan.

1.32          "Plan" shall mean the Liberty Financial Companies, Inc. Pension
              Plan as set forth in this document and as it may be amended from
              time to time. This Plan constitutes an amendment and restatement
              of the Prior Plan.

1.33          Plan Administrator" shall mean the persons appointed pursuant to
              Article IX to administer the plan.

1.34          "Plan Year" shall mean the calendar year for calendar years
              beginning on or after January 1, 1993. The Plan Year which began
              on December 13, 1991 shall end on December 12, 1992. There will be
              a short Plan Year for the period December 13, 1992 to December 31,
              1992.

1.35          "Postponed Retirement Date" shall mean the date after his Normal
              Retirement Date on which a Participant elects to retire, as
              determined in accordance with Article V.

1.36          "Prior Plan" shall mean the Plan, as in effectDecember 31, 1998.
              The Prior Plan is amended and restated effective January 1, 1999
              as the Plan, defined above.

1.37          "Reemployment Date" shall mean the day an Employee returns to work
              and is credited with an Hour of Service following a Service
              Termination Date or an Authorized Leave of Absence from the
              Employer or an Affiliated Employer.

1.38          "Retired Participant" shall mean a former Employee who is
              receiving a Retirement Benefit or a former Employee who has
              received a lump sum Retirement Benefit pursuant to Section 8.7.


                                      -11-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>



1.39          "Retirement Benefit" shall mean either:

              (a) a lump sum payment made pursuant to Section 8.7, or

              (b) an annual pension paid in monthly installments.

1.40          "Service Termination Date" shall mean the earliest of the
              following:

              (a) the date on which the Employee resigns, is discharged, or
                  retires from employment with the Employer and all Affiliated
                  Employers;

              (b) the date the Employee dies;

              (c) except as provided below, the first anniversary of the date on
                  which the Employee is laid off, starts an Authorized Leave of
                  Absence, or is absent from work for any other reason other
                  than a Parental Absence on or after January 1, 1985; or

              (d) effective January 1, 1985, the second anniversary of the date
                  on which the Employee commenced a Parental Absence, if such
                  Employee has not yet returned to work with the Employer or an
                  Affiliated Employer.

              Notwithstanding subsection (c) above, an Employee who is on an
              Authorized Leave of Absence due to military service in the armed
              forces of the United States of America shall not incur a Service
              Termination Date with respect to such military duty providing he
              returns to employment with the Employer or an Affiliated Employer
              within the time prescribed by law for reinstatement of employment
              rights. Similarly, if an Authorized Leave of Absence is granted
              for reasons other than military duty and the period of such
              authorized leave is more than 12 months, a Service Termination
              Date shall not occur if the Employee returns to work within the
              time period specified in such Authorized Leave


                                      -12-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              of Absence. If such individual does not return to employment with
              the Employer or an Affiliated Employer within the time period
              specified in the Authorized Leave of Absence, a Service
              Termination Date shall occur on the first anniversary of the date
              on which the Authorized Leave of Absence began.

1.41          "Spouse" shall mean the legal spouse to whom a Participant is
              married on the Annuity Starting Date under applicable state law.
              However, if the Participant should die before his Annuity Starting
              Date, then the Spouse shall be the legal spouse to whom the
              Participant was married on the Participant's date of death.

1.42          "Trust Agreement" shall mean the agreement or agreements governing
              the investment of Plan assets as amended from time to time,
              entered into between the Employer and the Trustee to carry out the
              purpose of the Plan.

1.43          "Trustee" shall mean the trustee or trustees duly appointed by the
              Board.

1.44          "Vested Inactive Participant" shall mean a former Active
              Participant who is vested in a Plan benefit, is no longer an
              Eligible Employee, and has not begun to receive a Retirement
              Benefit.

1.45          "Years of Service" shall mean the period of an Employee's
              employment with the Employer and all Affiliated Employers as
              determined in accordance with Article II.


                                      -13-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE II
                            PARTICIPATION AND SERVICE

2.1           Participation Requirements.

              (a) Each Eligible Employee on January 1, 1999 who was an Active
                  Participant under the Prior Plan onDecember 31, 1998, shall
                  continue to be an Active Participant onJanuary 1, 1999.

              (b) On and after January 1, 1999 each Eligible Employee who has
                  completed one Year of Service and has attained age 21 shall
                  become an Active Participant on the January 1st or July 1st
                  coincident with or next following the date he meets such
                  requirements.


              (c) A person who is not an Eligible Employee shall not be entitled
                  to participate in the Plan.

              If an individual terminates employment and is later reemployed as
              an Eligible Employee, subsequent participation in the Plan shall
              be subject to the provisions of Section 2.4.

2.2           Years of Service. Years of Service shall determine an individual's
              eligibility to participate in the Plan under Section 2.1 and a
              Participant's vested right to retirement benefits accrued under
              the Plan, except that upon reaching Normal Retirement Age as an
              Employee, a Participant shall be fully vested in his Accrued
              Benefit, irrespective of Years of Service. Subject to the One Year
              Break in Service rule under subparagraph (c), Years of Service
              shall be accumulated as follows:


                                      -14-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              (a) (i)   One Year of Service shall be credited to an Employee for
                        each 12-month period, whether or not consecutive,
                        between his Employment Date and his Service Termination
                        Date, except as provided under (b) below. In no event
                        shall an Employee receive duplicate service credit for
                        any single period of employment.

                  (ii)  For periods not already counted in (a) above, a
                        fractional Year of Service calculated to three decimal
                        places shall be credited to an Employee for the period
                        of time (based on the number of days) between his
                        Employment Date and his Service Termination Date.

              (b) The determination of Years of Service and fractional Years of
                  Service shall also include the following additional periods of
                  time:

                  (i)   a period of absence between an Employee's Service
                        Termination Date and subsequent Reemployment Date
                        provided a One Year Break in Service does not occur
                        before the Reemployment Date;

                  (ii)  a period of Authorized Leave of Absence before a Service
                        Termination Date is incurred;

                  (iii) the first 12-month period of a Parental Absence;

                  (iv)  any period of absence because of service in the military
                        forces of the United States, provided the Employee
                        returns to work within 90 days after first becoming
                        eligible for discharge from active duty; and

                  (v)   any single period of layoff not in excess of one year in
                        duration.

                                      -15-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  The determination of Years of Service and fractional Years of
                  Service shall not include a period of absence, if any, between
                  the first anniversary of the Parental Absence and the second
                  anniversary of the Parental Absence.

              (c) If an Employee incurs a One Year Break in Service, his Years
                  of Service accumulated before such break shall be forfeited
                  unless:

                  (i)   he was vested in Retirement Benefits under the Plan in
                        accordance with Article VI prior to the One Year Break
                        in Service or

                  (ii)  the number of consecutive One Year Breaks in Service is
                        less than the greater of five or the number of his Years
                        of Service earned before such One Year Breaks in
                        Service.

              (d) No Years of Service or fractional Years of Service shall be
                  credited for any period between a Service Termination Date and
                  a Reemployment Date except as provided in (b) above.


              Employment with Liberty Mutual shall be counted as employment with
              the Employer or an Affiliated Employer, but solely for the purpose
              of meeting the participation and vesting requirements of the Plan.


2.3           Years of Credited Service. Credited Service is used in the
              calculation of a Participant's Accrued Benefit under Section 3.1.

              (a) Subject to the exclusions in Section 2.3(b) below, Years of
                  Credited Service are equal to Years of Service.

              (b) Credited Service shall not include:

                                      -16-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  (i)   any period of time during which an individual is not
                        actively employed;

                  (ii)  any period of time during which an Employee is not an
                        Eligible Employee;

                  (iii) any unpaid period of Parental Absence;

                  (iv)  service before the Participant's 18th birthday;

                  (v)   service prior to January 1, 1980 for Employees who were
                        employed at that time by Keyport Life Insurance Company;

                  (vi)  service prior to July 17, 1985 for Employees who were
                        employed at that time by Liberty Investment Services,
                        Inc., Liberty Real Estate Group, Inc., Copley Venture
                        Capital, Liberty Financial Services, Inc., Liberty
                        Securities Corporation or Liberty Asset Management
                        Company; and

                  (vii) service prior to March 17, 1988 for Employees who were
                        employed at that time by the former Liberty PAMCO,
                        including LSC Insurance Agency of Ohio, Inc., NFS
                        Agency, Inc., and Liberty Securities Corporation
                        (PAMCO).

2.4           Reemployment Before Benefits Commence. Upon reemployment before an
              Annuity Starting Date, the following rules shall apply:

              (a) The individual's Years of Service shall be determined under
                  Section 2.2 and his Years of Credited Service shall be
                  determined under Section 2.3.

              (b) If the Employee was not vested in his Accrued Benefit and he
                  has a One Year Break in Service, on his Reemployment Date he
                  shall be treated as a new


                                      -17-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  Employee under the Plan. However, if the period of time
                  between his Service Termination Date and his Reemployment Date
                  is less than the greater of (i) his Years of Service prior to
                  the Service Termination Date and (ii) five years, his prior
                  Years of Service shall be counted and he shall become an
                  Active Participant on his Reemployment Date, if he is then an
                  Eligible Employee. If he is not an Eligible Employee, he shall
                  become an Active Participant on the date he meets the
                  requirements of Section 2.1.

              (c) If the Employee was not vested in his Accrued Benefit but does
                  not have a One Year Break in Service, his prior Years of
                  Service, if any, shall be counted and he shall become an
                  Active Participant on his Reemployment Date, if otherwise
                  eligible as provided in Section 2.1. If he does not meet the
                  requirements of Section 2.1 on his Reemployment Date, he shall
                  become an Active Participant on the date he meets such
                  requirements.

              (d) If the individual was a Vested Inactive Participant
                  immediately prior to his Reemployment Date, he shall become a
                  Participant on his Reemployment Date, if otherwise eligible as
                  provided in Section 2.1. If he does not meet the requirements
                  of Section 2.1 on his Reemployment Date, he shall become an
                  Active Participant on the date he meets such requirements.

              (e) Upon reemployment, the Accrued Benefit of an individual
                  covered by this Section 2.4 is determined under Section 3.6.

2.5           Postponed Retirement or Reemployment After Benefits Commence. If
              an Employee works beyond his Normal Retirement Date or if a
              Retired Participant returns to work with a Participating Employer
              after Retirement Benefits had become payable to him, the following
              rules shall apply:

                                      -18-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (a) If he is a Retired Participant returning to work and he is an
                  Eligible Employee, he shall become an Active Participant on
                  his Reemployment Date; if he is an Active Participant
                  continuing to work he shall remain an Active Participant as
                  long as he is an Eligible Employee;

              (b) (i)   if he has attained Normal Retirement Age and his
                        Retirement Benefit was being paid, or had not yet
                        commenced because of continued employment, such benefit
                        shall be suspended upon proper notification, during any
                        calendar month in which he is scheduled to complete 40
                        or more Hours of Service.

                        Retirement Benefits shall resume (or commence) as
                        hereinafter provided if the Employee is thereafter
                        scheduled to complete less than 40 Hours of Service in
                        any calendar month;

                  (ii)  if he has not attained Normal Retirement Age at the time
                        of his reemployment with a Participating Employer, all
                        Retirement Benefits shall automatically cease upon such
                        reemployment;

              (c) He shall be eligible for additional Years of Service and
                  Credited Service as a result of his reemployment in accordance
                  with the provisions of the Plan;

              (d) Any Retirement Benefit subsequently paid shall be reduced to
                  reflect the Actuarial Equivalent of the benefits previously
                  received before Normal Retirement Age as provided under
                  Section 3.5, but in the event that Section 2.5(b)(i) applies,
                  the reduction in any month shall not exceed 25% of the
                  Retirement Benefits payable to the Participant without regard
                  to the reduction, except as provided in Section 2530.203-3 of
                  the Code of Federal Regulations;

                                      -19-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (e) If he shall die during the period of subsequent or continuing
                  employment, death benefits, if any, shall be payable only in
                  accordance with the provisions of Article VII and shall be
                  reduced to reflect the Actuarial Equivalent of the Retirement
                  Benefits previously received but in no event shall the
                  reduction exceed 25% of the Retirement Benefits payable to the
                  Participant without regard to the reduction, except as
                  provided in Section 2530.203-3 of the Code of Federal
                  Regulations.

              (f) If an Employee is covered by this Section 2.5, then his
                  Retirement Benefit prior to any adjustment under Sections
                  2.5(c), 3.5 or 5.2, shall be based on the greater of:

                  (i)   his benefit determined under Section 3.1 hereof
                        considering all his Years of Credited Service; and

                  (ii)  his benefit determined under the Plan in effect when
                        such One Year Break in Service commenced, considering
                        only his Years of Credited Service earned up to such
                        time.

2.6           Suspension of Benefits.

              (a) During the first calendar month in which an Employee's
                  benefits are suspended pursuant to Section 2.5(b)(i), the Plan
                  Administrator shall deliver to the Employee, by personal
                  delivery or first class mail, a notice setting forth a
                  description of the specific reasons why benefit payments are
                  being suspended, a general description of the Plan provisions
                  relating to the suspension of benefits, a copy of the Plan
                  provisions relating to the suspension of benefits, the
                  statement that applicable Department of Labor Regulations may
                  be found in Section 2530.203-3 of the Code of Federal
                  Regulations, a description of the procedures set forth in the
                  Plan for obtaining a review of the suspension of benefits, and
                  a description of any notice procedure (including any forms
                  which must be filed by the Employee) as a prerequisite for the
                  Employee's obtaining the resumption or commencement of benefit
                  payments.

                                      -20-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  The notice shall also set forth the periods of employment
                  which gave rise to the offset, the suspendable amounts which
                  are subject to offset, and the manner in which the Plan
                  Administrator intends to offset the suspendable amounts. In no
                  event shall the amount of benefits offset by the Plan
                  Administrator in any month exceed 25% of the benefits to which
                  an Employee would have been entitled but for the offset.

              (b) (i)   If, during a calendar month, an Employee's Retirement
                        Benefits are no longer suspendable pursuant to Section
                        2.5(b)(i), such payments shall resume to the Employee no
                        later than the first day of the third calendar month
                        after such calendar month. The initial payment upon
                        resumption shall include the payment scheduled to occur
                        in the calendar month when payments resume, less any
                        offset for payments when benefits should have been
                        suspended.

                  (ii)  If a Participant's Retirement Benefits were suspended
                        prior to Normal Retirement Age, pursuant to Section
                        2.5(b)(ii), Retirement Benefits to the Participant shall
                        resume after the Participant's subsequent retirement,
                        except as required under Section 8.6(b).

              (c) In the event an Employee submits a written request to the Plan
                  Administrator for a review of the suspension of his benefits,
                  such request shall be deemed to be a request for a review of
                  the denial of a claim for benefits for purposes of the benefit
                  claims procedure set forth in Article IX.

                  In the event an Employee submits a written request to the Plan
                  Administrator for a determination whether specific
                  contemplated employment will result in the suspension of
                  benefits, the Plan Administrator shall, within 30 days of the
                  receipt


                                      -21-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  of such request, notify the Employee in writing whether said
                  employment will result in suspension of benefits.



                                      -22-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>



2.7           Transfers.

              (a) Any individual who ceases to be an Eligible Employee by reason
                  of employment with an Affiliated Employer or a change in
                  employment classification, either prior to or subsequent to
                  commencement of his participation in this Plan, shall be
                  credited with Years of Service during such period of
                  employment pursuant to Sections 2.2 and 2.4 solely for
                  purposes of vesting and eligibility to receive benefits.
                  Credited Service for determining a Participant's Accrued
                  Benefit under Section 2.3 shall not be credited during such
                  period of employment. Credited Service shall only be earned
                  for periods during which the Employee is an Eligible Employee.
                  Such Participant shall be entitled only to benefits under the
                  provisions of the Plan as in effect while he is eligible to
                  participate in the Plan. Notwithstanding any other provisions
                  of the Plan to the contrary, Earnings shall include all
                  compensation, subject to the restrictions of Section 1.16,
                  paid by the Employer or an Affiliated Employer, whether or not
                  the individual is an Eligible Employee.

                  It is recognized that in the case of an Employee who is not an
                  Eligible Employee, it may be difficult or impracticable to
                  obtain Monthly Earnings information for periods of employment
                  when the Employee is not an Eligible Employee. In determining
                  Earnings for such period, the Plan Administrator may use
                  reasonable approximations to determine Monthly Earnings. For
                  example, in the discretion of the Plan Administrator,
                  annualized rates of earnings divided by 12 may be used to
                  determine the base Monthly Earnings paid to the Employee
                  rather than the Employee's actual compensation for one or more
                  months.


                                      -23-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE III
                            NORMAL RETIREMENT BENEFIT

3.1           Normal Retirement Benefit. Subject to the minimum benefit
              provisions under Section 3.2 and the maximum benefit limitations
              under Section 3.3, the amount of monthly Retirement Benefit
              payable to a Participant in the Normal Form beginning on his
              Normal Retirement Date shall be equal to one-twelfth of the sum of
              (a) plus (b) plus (c) plus (d) (if applicable), as follows:

              (a) (i)   1.35% of the Participant's Average Earnings not
                        exceeding the Covered Compensation

                                        multiplied by

                  (ii)  his Years of Credited Service up to 25 such years.

              (b) (i)   1.80% of the Participant's Average Earnings which exceed
                        the Covered Compensation

                                        multiplied by

                  (ii)  his Years of Credited Service up to 25 such years.

              (c) (i)   2/3% of the Participant's Average Earnings

                                        multiplied by

                  (ii)  his Years of Credited Service in excess of 25 such
                        years, if any, up to 15 such excess years.


                                      -24-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (d)    25% of the Participant's accrued benefit under the Prior
                     Plan determined as of June 30, 1992 under the terms of the
                     Prior Plan in effect on such date. This subsection (d)
                     shall only apply to Participants employed by Keyport Life
                     Insurance Company as of July 1, 1992.

              The Participant's Retirement Benefit shall be paid pursuant to
              Article VIII.

3.2           Minimum Accrued Benefit.

              (a) (i)   For a Participant who was a participant under the Prior
                        Plan and who is a "super highly compensated employee"
                        (an individual described under Code Section 414(q)(1)(A)
                        or (B)) for the Plan Year ending December 12, 1989, the
                        Accrued Benefit payable at Normal Retirement Date
                        hereunder shall not be less than:

                        (A) such Participant's accrued benefit on December 12,
                            1989 under the formula of the Prior Plan on such
                            date, plus


                        (B) the amount determined under Section 3.1(d) above;


                  (ii)  For a Participant who was a participant under the Prior
                        Plan and who first becomes a "super highly compensated
                        employee" (an individual described under Code Section
                        414(q)(1)(A) or (B)) between the period December 13,
                        1989 and June 30, 1992 (both dates inclusive), the
                        Accrued Benefit payable at Normal Retirement Date
                        hereunder shall not be less than:

                        (A) such Participant's accrued benefit on the last day
                            of the Plan Year during which the Participant became
                            a "super highly compensated employee" under the
                            formula of the Prior Plan in effect on such date,
                            plus

                                      -25-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                        (B) the amount determined under Section 3.1(d) above.

              (b) For any other individual who was a participant under the Prior
                  Plan after December 12, 1989, the Accrued Benefit payable at
                  Normal Retirement Date shall not be less than (A) such
                  individual's accrued benefit under the Prior Plan of such
                  participant determined as of June 30, 1992 under the formula
                  of the Prior Plan in effect on such date, plus (B) the amount
                  determined under Section 3.1(d) above.

              (c) Notwithstanding any other provision of this Plan to the
                  contrary, the monthly Accrued Benefit payable at Normal
                  Retirement Date shall not be less than one-twelfth of the
                  Grandfathered Keyport Benefit, as defined in and determined
                  according to Appendix A of the Plan.

              (d) Effective January 1, 1994, each "Section 401(a)(17)
                  Employee's" Accrued Benefit as of any determination date will
                  be the greater of (i) or (ii) below where:

                  (i)   equals the Employee's Accrued Benefit calculated as of
                        such determination date using the Employee's total Years
                        of Credited Service, and

                  (ii)  equals the sum of (A) plus (B) where:

                        (A) equals the Employees Accrued Benefit determined as
                            of December 31, 1993, frozen in accordance with
                            Treasury Regulation Section 1.401(a)(4)-13, and

                        (B) equals the Employee's Accrued Benefit calculated as
                            of such determination date using the Employee's
                            Years of Credited Service attributable solely to
                            Plan Years beginning on or after January 1, 1994.

                                      -26-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                            A "Section 401(a)(17) Employee" means an Employee
                            whose Accrued Benefit as of December 31, 1993 is
                            based on Compensation for a year beginning prior to
                            January 1, 1994 that exceeded $150,000.

3.3           Maximum Benefit. Effective January 1, 1987, notwithstanding any
              other provision of the Plan to the contrary, a Participant's
              annual retirement benefit under the Plan and any other defined
              benefit pension plan of an Employer or an Affiliated Employer may
              not exceed the lesser of (a) or (b) below, except as provided in
              (c) below:

              (a) The lesser of (i) or (ii) below, but subject to subparagraphs
                  (iii) through (x) below:

                  (i)    100% of his average compensation in the three
                         consecutive highest paid calendar years while a
                         Participant in the Plan.

                  (ii)   $90,000 (as adjusted for increases in the cost of
                         living as provided in rules and regulations adopted by
                         the Secretary of the Treasury) hereinafter referred to
                         as the "Dollar Limitation".

                  (iii)  In the case where a benefit is payable prior to the
                         Participant's Social Security Retirement Age (defined
                         in (x) below), the Dollar Limitation in subsection (ii)
                         above shall be adjusted so that it is the actuarial
                         equivalent of the Dollar Limitation, beginning at the
                         Participant's Social Security Retirement Age. For the
                         period between age 62 and the Participant's Social
                         Security Retirement Age, the actuarial equivalence
                         adjustment provided for in the preceding sentence shall
                         be made in such manner as the Secretary of the Treasury
                         may prescribe which is consistent with the reduction
                         for old-age insurance benefits commencing before the
                         Social Security Retirement Age under the Social
                         Security Act. For benefit commencing prior to age 62,
                         the Dollar Limitation shall be the actuarial


                                      -27-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                         equivalent of the limitation for benefits commencing at
                         age 62 (as adjusted in accordance with the preceding
                         sentence). For purposes of determining actuarial
                         equivalence hereunder, the interest assumption shall
                         not be less than the greater of 5% per year or the
                         underlying rate used to determine the reduction of
                         benefits for early payment under the Early Retirement
                         provisions of Section 4.2.

                  (iv)   In the case where a benefit commences after a
                         Participant has attained Social Security Retirement
                         Age, the Dollar Limitation shall be adjusted so that it
                         is the Actuarial Equivalent of the Dollar Limitation
                         beginning at the Social Security Retirement Age by
                         multiplying an adjustment factor as prescribed by the
                         Secretary of the Treasury. For purposes of determining
                         Actuarial Equivalence hereunder, the interest
                         assumption shall not be greater than the lesser of 5%
                         per year or the rate specified in Section 1.3.

                  (v)    Unless subsection (vi) applies to a Participant, the
                         limits of subsections (i) and (ii) above shall be
                         deemed met if:

                        (A) the annual benefit payable to the Participant from
                            this Plan and all other qualified defined benefit
                            plans of the Employer does not exceed $10,000; and

                        (B) the individual has never participated in a qualified
                            defined contribution plan sponsored by the Employer
                            or an Affiliated Employer.

                  (vi)   If a Participant has completed less than ten years of
                         participation in the Plan, the Participant's Accrued
                         Benefit shall not exceed the Dollar Limitation as
                         adjusted by multiplying such amount by a fraction, the

                                      -28-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                         numerator of which is the Participant's number of years
                         (or part thereof) of participation in the Plan, and the
                         denominator of which is ten.

                  (vii)  If a Participant has completed less than ten Years of
                         Service, the limitations described in Code Sections
                         415(b) (1)(B) and 415(b)(4) shall be adjusted by
                         multiplying such amounts by a fraction, the numerator
                         of which is the Participant's number of Years of
                         Service (or part thereof), and the denominator of which
                         is ten.

                  (viii) In no event shall subsections (vi) and (vii) above
                         reduce the limitations provided under (i), (ii) and (v)
                         above to an amount less than one-tenth of the
                         applicable limitation.

                  (ix)   Except in the case where a benefit is payable pursuant
                         to Section 8.1(a), if a benefit is payable in a benefit
                         form other than a life annuity, the amount otherwise
                         determined under this subparagraph (a) shall be the
                         actuarial equivalent of the amount payable as a life
                         annuity. For this purpose, the interest rate assumption
                         shall not be less than the greater of 5% or the rate
                         specified in Section 1.3 and the applicable mortality
                         table under Code Section 417(e).

                  (x)    For purposes of this Section 3.3, Social Security
                         Retirement Age shall mean such age as defined in Code
                         Section 415(b)(8).

              (b) In the case of a Participant who has participated in a defined
                  contribution plan maintained by an Employer or an Affiliated
                  Employer, the amount determined pursuant to subparagraph (a)
                  above shall be multiplied by 1.40 in the event (a)(i) applies
                  or by 1.25 in the event (a)(ii) applies and shall further be
                  multiplied by a fraction equal to one minus a fraction with a
                  numerator equal to (i) below and a denominator equal to (ii)
                  below:

                                      -29-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                  (i)   The sum of the annual additions made to the
                        Participant's account under all defined contribution
                        plans maintained by the Employer and its Affiliated
                        Employers, where the annual additions are equal to the
                        sum of (A) Employer contributions allocated to the
                        Employee's account, (B) any forfeitures allocated to the
                        Employee's account, (C) the portion of the Employee's
                        after-tax contributions made prior to January 1, 1987,
                        that represented the lesser of one-half of such
                        contributions or the amount of such contributions in
                        excess of 6% of his compensation, (D) all Employee
                        after-tax contributions made after December 31, 1986,
                        and (e) amounts described in Code Sections 415(l)(1) and
                        419(A)(d)(2).

                  (ii)  The sum for each calendar year of the Participant's
                        employment with an Employer or an Affiliated Employer of
                        the lesser of (A) 1.4 multiplied by 25% of the
                        Participant's compensation for the calendar year, or (B)
                        1.25 multiplied by $30,000, as adjusted for increases in
                        the cost of living as provided under rules and
                        regulations adopted by the Secretary of the Treasury.

              (c) The provisions of subsection (a) above shall not reduce a
                  Participant's benefit under the Plan to an amount which is
                  less than either

                  (i)    the Participant's Accrued Benefit on December 31, 1982;
                         or

                  (ii)   the Participant's Accrued Benefit on December 31, 1986.

                  For purposes of this subsection (c), the Participant's Accrued
                  Benefit on either of the foregoing dates shall be the Accrued
                  Benefit as restricted by the Code Section 415 limitations in
                  effect on each such respective date.

                                      -30-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  Similarly, the combined plan limits of subsection (b) above
                  shall be modified to protect the combined plan limits in
                  effect on December 31, 1982 and December 31, 1986
                  respectively, for those Participants whose combined plan
                  benefits were within the Code Section 415 limits on each such
                  respective date.

              (d) If, in any limitation year, the benefit under this Plan
                  exceeds the lesser of (a) or (b) above, then appropriate
                  reductions shall first be applied to the Participant's Accrued
                  Benefit under this Plan in order to reduce such benefit to the
                  lesser of (a) or (b).

                  For the purpose of this Section 3.3, an Affiliated Employer
                  shall be determined by assuming the phrase "more than 50%" is
                  substituted for the phrase "at least 80%" wherever it appears
                  in Code Section 1563, as it may be amended from time to time
                  and limitation year shall mean Plan Year.

3.4           Continuing Employment. The retirement of any Participant under
              this Article III shall not become effective while he is in the
              employment of an Employer or an Affiliated Employer, except as
              provided in Section 2.5. If an Employee continues to work for the
              Employer or an Affiliated Employer beyond his Normal Retirement
              Date, the provisions of Article V and Article VIII shall be
              applicable.

3.5           Accrued Benefit Upon Reemployment After An Annuity Starting Date.
              If a Retired Participant has a Reemployment Date after an Annuity
              Starting Date, the following shall be applicable:

              (a) if he is an Eligible Employee upon his reemployment and he had
                  previously received all or some of his Retirement Benefit and
                  such benefits are suspended pursuant to Section 2.5(b):

                  (i)    his prior Years of Service and Credited Service shall
                         be restored;

                                      -31-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  (ii)   his Accrued Benefit prior to his Reemployment Date
                         shall be restored; and

                  (iii)  the Retirement Benefit payable after a subsequent
                         Service Termination Date shall be reduced by the
                         Actuarial Equivalent value of all Retirement Benefit(s)
                         previously distributed, provided however that the net
                         Retirement Benefit payable upon subsequent retirement
                         shall not be less than the Actuarial Equivalent value
                         of the Participant's prior Retirement Benefit.

                         For this purpose, the prior Retirement Benefit is the
                         benefit last being paid before its suspension. Its
                         Actuarial Equivalent value, however, is determined as
                         of the date Retirement Benefits recommence.

              (b) if he is an Eligible Employee upon his reemployment and his
                  Retirement Benefits continue to be paid because he is working
                  less than 40 hours per month or because he is over age 70-1/2,

                  (i)    the Retirement Benefit currently in pay status shall
                         continue to be paid;

                  (ii)   his prior Years of Service and Credited Service shall
                         be restored;

                  (iii)  as of the last day of each Plan Year during which
                         Retirement Benefits continue, an adjusted Accrued
                         Benefit shall be calculated for such Participant as
                         prescribed under Section 5.2(c). If there is a net
                         increase in the Participant's Accrued Benefit as
                         determined under Section 5.2(c), such additional
                         Accrued Benefit shall be converted to the "current form
                         of payment" and commence to be paid as soon as
                         practicable, provided such form of payment remains
                         "appropriate". The following conditions must be in
                         place for the "current form of payment" to remain
                         "appropriate":

                                      -32-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                         (A) the Annuity Starting Date applicable to the
                             "current form of payment" occurred on or after the
                             Participant's 65th birthday;

                         (B) all aspects of the Participant's marital status are
                             the same as when the "current form of payment"
                             commenced; and

                         (C) the Spouse, Beneficiary or Contingent Annuitant
                             under the "current form of payment" is not
                             deceased.

                             If one or more of the foregoing conditions is not
                             present, the net increase in the Accrued Benefit,
                             if any, will be treated as a separate benefit and
                             paid in accordance with Article VIII. For purposes
                             of this paragraph, "current form of payment" means
                             the form under which the most recent net increase
                             in the Participant's Accrued Benefit, if any, is
                             being paid. If there has been no net increase in
                             the Participant's Accrued Benefit, "current form of
                             payment" means the form of payment under which the
                             entire Retirement Benefit is currently being paid.

3.6           Accrued Benefit Upon Reemployment Before An Annuity Starting Date.
              Upon the Reemployment Date of an individual who is either a Vested
              Inactive Participant or a former Participant whose prior Credited
              Service is restored under Section 2.3, his Accrued Benefit before
              application of adjustments under Section 2.5 or 5.2 shall be the
              greater of:

              (a) his Accrued Benefit under the terms in effect on his
                  Reemployment Date considering all his Years of Credited
                  Service; and

              (b) his Accrued Benefit under the terms of the Plan when his
                  employment last terminated considering only his Years of
                  Credited Service, Average Earnings and Covered Compensation at
                  such time.

                                      -33-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              If the individual's prior Credited Service is not restored
              pursuant to Section 2.3, he shall have no Accrued Benefit as of
              his Reemployment Date.


                                      -34-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE IV
               EARLY RETIREMENT DATE AND EARLY RETIREMENT BENEFIT


4.1           Early Retirement Date. A Participant may retire prior to his
              Normal Retirement Date on the first day of any month coincident
              with or next following the earlier of:

              (a) his attainment of age 55 and his completion of ten or more
                  Years of Service; or

              (b) his attainment of age 60 and his completion of five or more
                  Years of Service.

                  If a Participant intends to retire early under this Article
                  IV, he must file a written notice of his intent with the Plan
                  Administrator. The date of his retirement must be stated in
                  the notice.

              The date on which a Participant retires under this Paragraph 4.1
shall be his Early Retirement Date.

4.2           Early Retirement Benefit. Subject to the minimum benefit
              provisions of Sections 3.2 and 4.3 and the maximum benefit
              limitations of Section 3.3, a Participant may elect to retire on
              an Early Retirement Date and receive a Retirement Benefit. The
              monthly amount of the Retirement Benefit payable in the Normal
              Form shall be equal to his Accrued Benefit multiplied by a
              percentage as set forth in the following schedule:


                                      -35-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


<TABLE>
<CAPTION>
 Number of Years Early Retirement Date
     Precedes Normal Retirement Date                Percentage of Benefit
                 <S>                                       <C>
                  1                                          100%
                  2                                          100%
                  3                                          100%
                  4                                         97.5%
                  5                                           95%
                  6                                           90%
                  7                                           85%
                  8                                           80%
                  9                                           75%
                 10                                           70%
</TABLE>


              If the period between Early and Normal Retirement Dates is not a
              whole number of years, the percentage to be applied shall be the
              percentage for the next lower whole number of years decreased by a
              proportionate part of the difference between that percentage and
              the percentage for the next higher whole number of years.

              A Participant retiring on an Early Retirement Date may elect the
              form of payment of his Retirement Benefit in accordance with
              Article VIII.

4.3           Minimum Benefit. In no event shall the early retirement income
              payable under this Plan be less than the Accrued Benefit
              determined under the provisions of the Plan immediately before the
              adoption of this amended and restated Plan, adjusted to reflect
              early receipt based on the early retirement reduction factors
              specified in the Plan as of such date.


                                      -36-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                                    ARTICLE V
           POSTPONED RETIREMENT DATE AND POSTPONED RETIREMENT BENEFIT


5.1           Postponed Retirement Date. The Postponed Retirement Date of a
              Participant will be the day of his actual retirement after his
              Normal Retirement Date.

5.2           Postponed Retirement Benefit.

              (a) If a Participant attained age 70-1/2 prior to January 1, 1988
                  or if his Postponed Retirement Date occurs during or prior to
                  the calendar year in which he attained age 70-1/2, his Accrued
                  Benefit under Section 3.1 (subject to the minimum benefit
                  provisions of Section 3.2 and maximum benefit limitations of
                  Section 3.3) shall be determined and payable as of his
                  Postponed Retirement Date.

              (b) If a Participant's Postponed Retirement Date has not occurred
                  by the end of the calendar year in which he attains age 70-1/2
                  and Retirement Benefits must commence pursuant to Section
                  8.6(b), then his Retirement Benefit shall be his Accrued
                  Benefit calculated pursuant to Article III as of the close of
                  the calendar year in which he attains age 70-1/2, adjusted, if
                  applicable, under Section 3.5(a) for previous benefit
                  payments. For subsequent required distributions, his Accrued
                  Benefit shall be recalculated at the end of each calendar year
                  thereafter until his actual Postponed Retirement Date or his
                  date of death. Recalculation of the Accrued Benefit is
                  described in the following subparagraph (c).

                  Once Retirement Benefits commence under this Section 5.2, a
                  Participant may not elect a different form of payment,
                  Beneficiary or Contingent Annuitant for any additional Accrued
                  Benefit which is calculated hereunder. If there is a net
                  increase in the Accrued Benefit hereunder and the Participant
                  dies before such increase has been added to the benefit in pay
                  status, such increase will be added to the benefit in pay
                  status once payments, if any, begin to the Spouse, Contingent
                  Annuitant or

                                      -37-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                  Beneficiary under that form of payment. No Pre-Retirement
                  Survivor's benefit under Article VII shall be payable with
                  respect to such net increase.

              (c) The recalculation of the Participant's Accrued Benefit under
                  Section 5.2(b) shall be performed as follows:

                  (i)    a new Accrued Benefit shall be calculated using the
                         Participant's Average Earnings and Years of Credited
                         Service at the close of the calendar year;

                  (ii)   the new Accrued Benefit as determined under (i) above
                         shall be adjusted, as applicable, under Section 3.5(a)
                         for any benefits received prior to the first required
                         distribution under this Section 5.2. Following such
                         adjustment, if any, the Accrued Benefit for the
                         calendar year shall be reduced by the Actuarial
                         Equivalent value of the sum of Retirement Benefits
                         received by the Participant between age 65 and the
                         close of such calendar year during months in which
                         Retirement Benefits could otherwise have been suspended
                         pursuant to Section 2.5(b), provided that the resulting
                         benefit shall not be less than the Actuarial Equivalent
                         value of the Accrued Benefit before it is recalculated
                         under (i) above;

                  (iii)  if there is a net increase in the Participant's Accrued
                         Benefit, as determined under (ii) above, it shall be
                         converted to the form of payment in which the current
                         Retirement Benefit is being paid considering the
                         current age of the Participant and, if applicable, his
                         Spouse, Beneficiary or Contingent Annuitant. This
                         amount, if any, shall be added to the Retirement
                         Benefit already in pay status; no change of payment
                         form is permitted.

              (d) Notwithstanding the foregoing, any adjustment to the
                  Participant's postponed Retirement Benefits due to the
                  mandatory commencement of benefits required


                                      -38-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  under Code Section 401(a)(9) shall be made in accordance with
                  regulations prescribed by the Secretary of the Treasury.

              (e) Postponed Retirement Benefits hereunder shall commence to the
                  Participant upon the earlier of

                  (i)    his Postponed Retirement Date, or

                  (ii)   if required pursuant to Section 8.6(b), the April 1
                         following the calendar year in which he has attained
                         age 70-1/2.

              The Participant's Postponed Retirement Benefit shall be paid
pursuant to Article VIII.

5.3           Death Prior to Postponed Retirement Date. If a Participant dies
              after his Normal Retirement Date, but prior to retiring on his
              Postponed Retirement Date, his Spouse, Contingent Annuitant or
              Beneficiary shall be entitled to benefits under the Plan in
              accordance with the applicable provisions of Sections 7.1 and 7.3.
              Pursuant to such provisions, there may be separate and distinct
              death benefits payable with respect to Retirement Benefits which
              have already commenced and to those which have accrued, but have
              not yet started to be paid.


                                      -39-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE VI
                            TERMINATION OF EMPLOYMENT


6.1           Non-Vested Termination. Effective January 1, 1989, a Participant
              whose employment is terminated with the Employer and all
              Affiliated Employers prior to:

              (a) his Normal Retirement Age,

              (b) his completion of five Years of Service, and

              (c) the complete or partial termination of the Plan with respect
                  to such Participant, shall have no vested interest in his
                  Accrued Benefit and shall not be entitled to receive a
                  Retirement Benefit from the Plan.

              Upon the Service Termination Date of a Participant who has no
              vested right to his Accrued Benefit, the entire value of his
              vested benefit hereunder shall be deemed to be distributed to him.
              In the event such Participant is credited with an Hour of Service
              before incurring five consecutive One Year Breaks in Service
              following his Service Termination Date, his vested benefit
              previously deemed to be distributed to him hereunder will be
              deemed repaid to the Plan.

6.2           Vested Termination. Effective January 1, 1989, a Participant shall
              have a nonforfeitable right to his Accrued Benefit upon the
              earliest of the following events:

              (a) his Normal Retirement Age if he is then an Employee,

              (b) his completion of five Years of Service, or

              (c) the complete or partial termination of the Plan with respect
                  to such Participant.


                                      -40-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              A Vested Inactive Participant who is no longer an Employee shall
              be entitled to receive a deferred Retirement Benefit commencing on
              his Normal Retirement Date in an amount equal to his Accrued
              Benefit. For purposes of determining such Accrued Benefit, only
              the provisions of the Plan in effect at the time of the
              Participant's Service Termination Date shall be considered. The
              Participant's Retirement Benefit shall be paid pursuant to Article
              VIII.

6.3           Early Payment. In lieu of the deferred Retirement Benefit
              described in Section 6.2, a Vested Inactive Participant who has
              completed at least 10 Years of Service and is no longer an
              Employee may elect in writing to receive a reduced benefit
              commencing on the first day of any month between his 55th birthday
              and his Normal Retirement Date, and a Vested Inactive Participant
              who has completed at least five Years of Service and is no longer
              an Employee may elect in writing to receive a reduced benefit
              commencing on the first day of any month between his 60th birthday
              and his Normal Retirement Date. If the Vested Inactive Participant
              elects to receive his Retirement Benefit before his Normal
              Retirement Date, his Accrued Benefit shall be reduced by 5/12% for
              each calendar month by which commencement of his Retirement
              Benefit precedes his Normal Retirement Date.

              The Vested Inactive Participant's Retirement Benefit shall be paid
              pursuant to Article VIII.


                                      -41-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE VII
                          DEATH AND DISABILITY BENEFITS


7.1           Pre-Retirement Surviving Spouse Benefit For Death Occurring On or
              After Early Retirement Eligibility. If a Participant who is
              eligible to retire on an Early Retirement Date pursuant to Section
              4.1 or is eligible to early payment of his Retirement Benefit
              under Section 6.3 dies before his Annuity Starting Date, a monthly
              Retirement Benefit shall be payable to his surviving Spouse. The
              amount of the benefit is the amount that would have been payable
              to the Spouse had the Participant retired on the date of his death
              with an immediate benefit payable under the 50% Joint and Survivor
              annuity form described in Article VIII with his Spouse as
              Contingent Annuitant. If the Participant had not reached his
              Normal Retirement Date, such benefit shall reflect the reduction
              for early payment provided under Section 4.2(a) or Section 6.3,
              whichever is applicable.

              Unless Section 8.7 applies, such Spouse's benefit shall commence
              on the first day of the month coincident with or next following
              the Participant's date of death and continue for the surviving
              Spouse's lifetime.

              If the involuntary cash-out provisions of Section 8.7 apply, a
              monthly death benefit which becomes due hereunder but which has
              not yet commenced shall be paid in one lump sum amount to the
              Spouse in lieu of all other benefits under the Plan.

              If the Participant had no Spouse on the date of his death, no
              benefits are payable hereunder.

7.2           Pre-Retirement Surviving Spouse Benefit For Death Occurring Before
              Early Retirement Eligibility. If a Participant who has completed
              five Years of Service dies before he is eligible for early
              retirement under Section 4.1 or Section 6.3 and before his Annuity
              Starting Date, a monthly Retirement Benefit shall be payable to
              his surviving Spouse.


                                      -42-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              The amount of such benefit is the amount that would have been
              payable to the Spouse as Contingent Annuitant had:

              (a) the Participant terminated employment with the Employer and
                  all Affiliated Employers on the day before his death (or
                  actual termination date if earlier) and elected Retirement
                  Benefits to begin at Early Retirement Age, and

              (b) his Accrued Benefit had been payable in the 50% Joint and
                  Survivor annuity form described in Article VIII with his
                  Spouse as Contingent Annuitant, entitled to receive 50% of the
                  amount of the Participant's Retirement Benefit subject to the
                  early payment reductions in Section 4.2(a), if the Participant
                  was an Employee on his date of death, or Section 6.3 if the
                  Participant was a Vested Inactive Participant on his date of
                  death.

              Unless Section 8.7 applies, such Spouse's benefit shall be payable
              commencing on the first day of the month coincident with or next
              following the date the Participant would have been eligible to
              elect early payment of benefits and continue for the surviving
              Spouse's lifetime.

              If the involuntary cash-out provisions of Section 8.7 are
              operative, a monthly death benefit which becomes due hereunder but
              which has not yet commenced shall be paid in one lump sum amount
              to the Spouse in lieu of all other benefits.

              If the Participant had no Spouse on the date of his death, no
              benefits are payable hereunder.

7.3           Death Benefits After Retirement Benefits Have Commenced. If a
              Participant dies at any time after Retirement Benefits have begun,
              death benefits, if any, shall be payable as follows:

                                      -43-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (a) if Retirement Benefits were being paid to the Participant
                  immediately before his death,

                  (i)    no death benefit shall be payable to anyone unless the
                         form in which the Retirement Benefit was being paid
                         provided for a continuing payment. If the Retirement
                         Benefit form of payment provided for a continuing
                         payment, the death benefit shall be the amount payable
                         under such form of payment;

                  (ii)   if there is a net increase in the Participant's Accrued
                         Benefit as determined under Section 5.2(c) and such net
                         increase has not begun to be paid to the Participant as
                         a Retirement Benefit upon the Participant's death, such
                         increase in the Participant's Accrued Benefit shall be
                         added to the benefit form in pay status when
                         determining the amount payable to any Spouse,
                         Beneficiary or Contingent Annuitant under such form of
                         payment. The pre-retirement death benefit provisions of
                         Section 7.1 shall not be effective.

              (b) if Retirement Benefits had commenced, but were suspended
                  pursuant to Section 2.5(b), Sections 7.1 and 7.2 shall apply
                  with respect to the Participant's Accrued Benefit, as adjusted
                  under Section 3.5 and, if applicable, Section 5.2(c).

7.4           Disability. The following individuals shall be considered disabled
              for purposes of this Plan:

              (a) Active Participants under the Prior Plan on June 30, 1992 who
                  continue to be Active Participants on July 1, 1992 and were
                  considered disabled under the terms of the Prior Plan, and


                                      -44-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              (b) Eligible Employees who become Active Participants on or after
                  July 1, 1992, who are eligible to receive disability benefits
                  under the long-term disability plan of the Participating
                  Employer for which they work due to a disability which occurs
                  on or after July 1, 1992.

              Such individual's rights to disability benefits are described in
              the following Sections 7.5, 7.6, 7.7 and 7.8.

7.5           Continued Benefit Accruals. During the time a Participant is
              receiving benefits under the long-term disability plan of a
              Participating Employer, he shall continue to accrue Years of
              Service and Years of Credited Service for any concurrent period
              during which Retirement Benefits are not being paid hereunder. For
              purposes of determining the Participant's Accrued Benefit, the
              Participant's Earnings in the last full calendar year of
              employment before disability was incurred shall be deemed to be
              the Participant's Earnings for each year during which he remains
              disabled and eligible for long-term disability plan payments.

              Providing the Participant does not return to active employment
              with the Employer or an Affiliated Employer, Retirement Benefits
              hereunder will commence on the Participant's Normal Retirement
              Date or, if later, the date benefits under the Participating
              Employer's Long Term Disability Plan cease. A Participant may,
              however, elect to commence Retirement Benefits prior to such date
              as provided in Section 7.6. In no event may payments be deferred
              beyond the required beginning date in Section 8.6(b).

7.6           Payment of Disability Pension. In lieu of continuing benefit
              accruals as provided in Section 7.5, a Participant who continues
              to be eligible to receive benefits under a Participating
              Employer's Long-Term Disability Plan may elect to receive: (a) his
              Retirement Benefit on or after his Normal Retirement Date; or (b)
              a reduced Retirement

                                      -45-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              Benefit prior to his Normal Retirement Date providing he meets the
              requirements for early retirement under Section 4.1.

              In the event the Participant elects to commence such Retirement
              Benefit prior to his Normal Retirement Date, his Accrued Benefit,
              including benefit accruals which continued under Paragraph 7.5
              until the Participant's Annuity Starting Date shall be determined
              in accordance with Section 4.2.

7.7           Form of Payment of Disability Pension. Any Retirement Benefit
              payable because of a Participant's disability shall be paid in
              accordance with the provisions of Article VIII.

7.8           Cessation of Disability Pension. Disability Retirement Benefits
              shall continue hereunder until the earlier of

              (a) The date the Participant recovers from his disability, which
                  shall be the date he is deemed to be recovered from disability
                  under the Participating Employer's long-term disability plan,
                  and

              (b) the date of the Participant's death.

              In the event that a Participant's disability payments terminate in
              accordance with paragraph (a), he may be eligible for Retirement
              Benefits under Articles III, IV, V or VI. Such Retirement Benefits
              will be adjusted for the disability benefits previously received
              in the manner prescribed under Section 3.5(a)(iii).


                                      -46-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                  ARTICLE VIII
                         PAYMENT OF RETIREMENT BENEFITS


8.1           Automatic Payment Forms. Unless the involuntary cash-out
              provisions of Section 8.7 apply, the automatic form of Retirement
              Benefit shall be as described in this Section 8.1. A Participant
              may, however, elect an optional form of Retirement Benefit in
              accordance with Section 8.2.

              (a) A Participant who has a Spouse on the Annuity Starting Date
                  shall receive a reduced retirement income which shall be the
                  Actuarial Equivalent of the Retirement Benefit payable in the
                  Normal Form as described in (b) below. Such Retirement Benefit
                  shall be payable monthly commencing on the first day of the
                  month coincident with or next following the date his
                  retirement occurs, and if he shall die prior to such Spouse,
                  continuing to the Spouse at 50% of the reduced amount and
                  ending with the payment due for the month in which the death
                  of the Spouse occurs.

              (b) A Participant who does not have a Spouse on the Annuity
                  Starting Date shall receive the Retirement Benefit to which he
                  is entitled under the Plan, payable monthly commencing on the
                  first day of the month coincident with or next following the
                  date his retirement occurs and ending with the payment due for
                  the month in which his death occurs. Such form of benefit
                  shall be the Normal Form of payment.

8.2           Election of Optional Forms. Prior to an Annuity Starting Date, a
              Participant may elect an optional form of payment for his
              Retirement Benefit as may be available under Section 8.3, 8.4, or
              8.5. Such election will not take effect unless the Participant's
              Spouse consents to the election if required under Section 8.6(e).
              The Plan Administrator shall provide an election form to each such
              eligible Participant. Such form shall describe in plain

                                      -47-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              language the terms and conditions of the normal form of payment
              described in Section 8.1 and the optional forms of benefit and
              shall provide for election of optional forms of benefit and a
              benefit commencement date. The completed election form must be
              returned to the Plan Administrator within the 90 day period ending
              on the designated Annuity Starting Date. In addition, the form
              will provide a description of the Participant's right to reinstate
              coverage under the normal form of benefit described in Section 8.1
              prior to his Annuity Starting Date by revoking an election of an
              optional form of benefit. If a Participant files a subsequent
              election form prior to the date benefits commence, the prior form
              shall be of no effect. If no election has been made at the
              expiration of the election period, Retirement Benefits will be
              payable in accordance with Section 8.1. Election of optional forms
              of benefits under the following Sections 8.3, 8.4, and 8.5 shall
              be subject to the restrictions of Section 8.6. After an Annuity
              Starting Date, no other option may be elected, changed or revoked,
              except as provided in Section 3.5(b).

              The Plan Administrator may, on a uniform and nondiscriminatory
              basis, provide for such other election periods as comply with
              regulations issued under Code Sections 401(a)(11) and 417. Subject
              to the provisions of Section 8.6, the Plan Administrator shall
              defer a Participant's Annuity Starting Date for a period of up to
              90 days if the Plan Administrator determines that the deferral is
              desirable in order to provide for an orderly election procedure or
              if it is necessary to do so in order to comply with applicable
              regulations.

8.3           Joint and Survivor Option.  Subject to Section 8.6(c):

              (a) A Participant may elect, by submitting an election form to the
                  Plan Administrator, to have his Retirement Benefit converted
                  to the Actuarial Equivalent of the Normal Form under Section
                  8.1(b) and paid monthly during his life with the provision
                  that after his death, 50% or 100% of such reduced Retirement
                  Benefit will be payable to his Contingent Annuitant during the
                  remaining life of such Contingent Annuitant.

                                      -48-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (b) If a Participant elects the Joint and Survivor Option and his
                  Contingent Annuitant dies before such Participant's benefit
                  actually commences and the Participant does not change his
                  election in accordance with Section 8.2, his Retirement
                  Benefit shall be paid under the normal form under Section 8.1.

              (c) If a Participant elects the Joint and Survivor Option and dies
                  before benefits commence to be paid to him, his Contingent
                  Annuitant will not be entitled to any rights or benefits under
                  the Plan, except as may be provided under Article VII.

              (d) If a Participant elects the Joint and Survivor Option and his
                  Contingent Annuitant dies before the Participant, but after
                  the retirement of such Participant, such Participant will
                  continue to receive the reduced Retirement Benefit payable to
                  him in accordance with such option.

8.4           Life Annuity Option. Subject to Section 8.6(c), a Participant may
              elect, by submitting an election form to the Plan Administrator,
              to have his Retirement Benefit paid in the Normal Form under
              Section 8.1(b). The Normal Form provides for monthly payments
              during the Participant's life, ending with the payment due for the
              month in which his death occurs.

8.5           Life Annuity With Guaranteed Payment Period Option. Subject to
              Section 8.6(e), a Participant may elect, by submitting an election
              form to the Plan Administrator, to have his Retirement Benefit
              paid as a life annuity as described in Section 8.4, but guaranteed
              for a period of 120 months, with the provision that if the
              Participant dies before payment of the guaranteed installments,
              payment of any remaining installments shall be paid to his
              Beneficiary. Such form of payment shall be the Actuarial
              Equivalent of the normal form of payment under Section 8.1(b).

8.6           General Provisions.

                                      -49-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (a) Anything in the foregoing to the contrary notwithstanding, no
                  method of distribution of Retirement Benefit may be made under
                  this Article which would violate the requirements of Code
                  Section 401(a)(9) and related regulations.


                                      -50-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              (b) Effective January 1, 1999, and notwithstanding any other
                  provision of the Plan to the contrary, an Employee who attains
                  age 70 1/2 and who has not commenced receiving his benefit
                  hereunder shall commence receiving his benefit on the April 1
                  following the calendar year in which he attains age 70 1/2,
                  and any additional benefit he may accrue shall commence to be
                  paid no later than the April 1 following the calendar year in
                  which the benefit accrues. Any Employee who commenced
                  receiving distributions according to the corresponding rules
                  of the Plan as in effect prior to January 1, 1999 shall
                  continue to receive distributions pursuant to those rules.

                  In any event, distributions hereunder shall be made in
                  accordance with Code Section 401(a)(9), including the
                  incidental death benefit requirements of such Code Section,
                  and regulations thereunder, including Treasury Regulation
                  1.401(a)(9)-2. Such regulations and applicable rulings or
                  announcements, including any grandfather provisions or
                  provisions delaying the effective date of Code Section
                  401(a)(9), are hereby incorporated by reference. The
                  provisions of Code Section 401(a)(9) override any distribution
                  options under the Plan that are inconsistent with the
                  requirements of such Code Section.

                                      -51-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              (c) Upon the death of a Participant any remaining interest he may
                  have in the Plan shall be distributed within the later of five
                  years after his death or after the death of his Beneficiary,
                  unless another form of payment was already in effect at the
                  time of his death, in which case benefits may be made in
                  accordance with such form of payment.

              (d) If the Actuarial Equivalent value of any Plan benefit is in
                  excess of $5,000, such benefit may not be immediately
                  distributed prior to the Participant's Normal Retirement Date
                  unless the Participant consents in writing.

              (e) If a married Participant elects to receive his Retirement
                  Benefit in any form other than the automatic form for married
                  individuals as described in Section 8.1(a) or under the Joint
                  and Survivor annuity form described in Section 8.3 with his
                  Spouse as the Contingent Annuitant, then such election shall
                  not take effect unless either:

                  (i)    the Participant's Spouse consents in writing to such
                         election and the Spouse's consent acknowledges the
                         effect of such election and is witnessed by a notary
                         public or

                  (ii)   it is established to the satisfaction of the Plan
                         Administrator that the Participant has no Spouse, or
                         that the Spouse's consent cannot be obtained because
                         the Spouse cannot be located, or because of such other
                         circumstances as may be prescribed in regulations
                         issued pursuant to Code Section 417.

              (f) It is the intent of the Plan that all benefits be paid
                  promptly when due. In the absence of any inability to
                  determine the amount of benefit payable or the eligibility for
                  a benefit due to the lack of adequate information with respect
                  to the


                                      -52-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  Participant or Spouse, the first benefit shall be paid no
                  later than the 60th day after the close of the latest Plan
                  Year in which:

                  (i)    the Participant attains age 65;

                  (ii)   the Participant reaches the 10th anniversary of his
                         date of commencement of participation in the Plan, or

                  (iii)  the Participant's Service Termination Date occurs.

8.7           Small Benefit Cash-Out Provision. In the event that benefits
              become due or payable under the Plan because of the occurrence of
              a Service Termination Date, such benefits shall be cashed out if
              the Actuarial Equivalent present value of any such benefit is
              $5,000 or less and the benefit has not yet commenced. A lump sum
              payment of such Actuarial Equivalent present value shall be made
              to the appropriate individual as soon as practicable following the
              Participant's Service Termination Date, in lieu of all other
              benefits hereunder.

              Subject to the spousal consent requirements described in Section
              8.6(e) in the event the Actuarial Equivalent present value of the
              Participant's benefit is greater than $5,000 but less than
              $10,000, the Participant may elect to receive a lump sum payment
              of such Actuarial Equivalent Present Value as soon as practicable
              following his Service Termination Date, in lieu of all other
              benefits hereunder.

              A Participant who terminates employment without a vested benefit
              shall be deemed to have received a lump sum distribution of his
              benefit under the rules of this Section 8.7 even though no actual
              benefit payment is due or made.

8.8           Missing Persons. If the Plan Administrator shall be unable, within
              five years after any amount becomes due and payable from the Plan
              to a Participant, Retired Participant,

                                      -53-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              Contingent Annuitant, Spouse or Beneficiary, to make payment
              because the identity or whereabouts of such person cannot be
              ascertained, the Plan Administrator may mail a notice by
              registered mail to the last known address of such person outlining
              the action to be taken unless such person makes written reply to
              the Plan Administrator within 60 days from the mailing of such
              notice. The Plan Administrator may direct that such amount and all
              further benefits with respect to such person shall be forfeited
              and all liability for the payment thereof shall terminate.
              However, in the event of the subsequent reappearance of the
              Participant, Retired Participant, Spouse, Beneficiary or
              Contingent Annuitant prior to termination of the Plan, the benefit
              which was forfeited (but not any earnings attributable to such
              forfeiture) shall be reinstated in full.

8.9           Restrictions on Distributions. This Section 8.9 shall apply to the
              amount of Annual Benefits (defined below) under this Plan for any
              Participant who is considered a Restricted Participant as defined
              hereunder. Such Annual Benefits shall be limited to an amount
              equal to the payments that would have been made on behalf of the
              Restricted Participant under the life annuity form of payment
              described in Section 8.4 that is the Actuarial Equivalent of the
              Restricted Participant's Accrued Benefit under the Plan plus any
              Social Security supplement which may be payable under the Plan.

              For purposes of this Section 8.9, the term Restricted Participant
              shall mean all highly compensated employees as defined in Code
              Section 414(q) and highly compensated former employees. In any one
              Plan Year, the total number of Participants whose benefits are
              subject to restriction under this Section 8.9 shall be limited by
              the Plan to a group of not less than 25 highly compensated
              employees and highly compensated former employees with the
              greatest Earnings.

              For purposes of this Section 8.9, the term Annual Benefits shall
              include Retirement Benefits provided by the Plan and any death
              benefits not provided for by insurance on the Participant's life.

                                      -54-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              The limitations set forth in this Section 8.9 shall not restrict
              the current payment of the full amount of Retirement Benefits
              provided by the Plan if:

              (a) after payment to a Restricted Participant of all of the Annual
                  Benefits described above, the value of Plan assets equals or
                  exceeds 110% of the value of current liabilities, as defined
                  in Code Section 412(l)(7), or

              (b) the value of the Annual Benefits described above for a
                  Restricted Participant is less than 1% of the value of current
                  liabilities, as defined in Code Section 412(l)(7), or.

              (c) the value of the Annual Benefits described above for a
                  Restricted Participant does not exceed $3,500 or such higher
                  amount described in Code Section 411(a)(11)(A).

8.10          Direct Rollovers. Effective January 1, 1993, notwithstanding any
              provision of the Plan to the contrary, 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"
              specified by the distributee as a "direct rollover". The Plan
              Administrator may require evidence that the Plan to which the
              rollover is intended to be made is, in fact an "eligible
              retirement plan". The Plan is not required to make wire transfers
              nor to make direct rollovers to more than one eligible retirement
              plan on behalf of a distributee.

              The following definitions shall apply for purposes of this Section
              8.10:

              (a) an "eligible rollover distribution" is any distribution of all
                  or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated beneficiary,
                  or for a specified period of

                                      -55-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  ten 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 includible in
                  gross income (determined without regard to the exclusion for
                  net unrealized appreciation with respect to employer
                  securities);

              (b) an "eligible retirement plan" is an individual retirement
                  account described in Section 408(a) of the Code, an individual
                  retirement annuity described in Section 408(b) of the Code, an
                  annuity plan described in Section 403(a) of the Code, or a
                  qualified trust described in Section 401(a) of the Code, that
                  accepts the distributee's eligible rollover distribution.
                  However, in the case of an eligible rollover distribution to
                  the surviving spouse, an eligible retirement plan is an
                  individual retirement account or individual retirement
                  annuity;

              (c) a "distributee" includes an employee or former employee. In
                  addition, the employee's or former employee's surviving spouse
                  or former spouse who is the alternate payee under a qualified
                  domestic relations order, as defined in Section 414(p) of the
                  Code, are distributees with regard to the interest of the
                  spouse or former spouse.

              (d) a "direct rollover" is a payment by the Plan to the eligible
                  retirement plan specified by the distributee.


                                      -56-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                                   ARTICLE IX
                               PLAN ADMINISTRATION


9.1           Responsibility for Plan and Trust Administration. The Employer
              shall have the sole authority to appoint and remove the Trustee,
              the Plan Administrator and any investment manager which may be
              provided for under the Trust, and to amend or terminate, in whole
              or in part this Plan or the Trust. The Employer, through the Plan
              Administrator, shall have the responsibility for the
              administration of this Plan, which is specifically described in
              this Plan and the related Trust Agreement. The Employer shall be
              the "named fiduciary" for purposes of the Code and the Employee
              Retirement Income Security Act of 1974, as amended ("ERISA").

9.2           Plan Administrator. The Plan shall be administered by the Employer
              through a Plan Administrator, within the meaning of Section 3(16)A
              of ERISA, appointed by and to serve at the pleasure of the Board
              of Directors of the Employer. Any person or persons appointed as
              the Plan Administrator may resign by delivering his written
              resignation to the Board of Directors of the Employer.

9.3           Agents of the Plan Administrator. The Plan Administrator may
              delegate specific responsibilities to other persons as the Plan
              Administrator shall determine. The Plan Administrator may
              authorize any agent to execute or deliver any instrument or to
              make any payment in their behalf. The Plan Administrator may
              employ and rely on the advice of counsel, accountants, and such
              other persons as may be necessary in administering the Plan.

9.4           Plan Administrator Procedures. The Plan Administrator may adopt
              such rules as it deems necessary, desirable, or appropriate. All
              rules and decisions of the Plan Administrator shall be uniformly
              and consistently applied to all Participants in similar
              circumstances. When making a determination or calculation, the
              Plan Administrator shall be entitled to

                                      -57-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              rely upon information furnished by a Participant, Retired
              Participant, Spouse, Contingent Annuitant, Beneficiary, the
              Employer, the legal counsel of the Employer or the Trustee.

9.5           Administrative Powers of the Plan Administrator. The Plan
              Administrator may from time to time establish rules for the
              administration of the Plan. Except as otherwise herein expressly
              provided, the Plan Administrator will have the exclusive right and
              discretionary authority, to the fullest extent provided by law, to
              interpret the Plan and decide any matters arising hereunder in the
              administration and operation of the Plan, and any interpretations
              or decisions so made will be conclusive and binding on all persons
              having an interest in the Plan; provided, however, that all such
              interpretations and decisions will be applied in a uniform and
              nondiscriminatory manner to all Employees. The Plan Administrator
              shall have no right to modify any provisions of the Plan as herein
              set forth.

9.6           Benefit Claims Procedures. All claims for benefits under the Plan
              shall be in writing and shall be submitted to the Plan
              Administrator. If any application for payment of a benefit under
              the Plan shall be denied, the Plan Administrator shall notify the
              claimant within 90 days of such application setting forth the
              specific reasons therefor and shall afford such claimant a
              reasonable opportunity for a full and fair review of the decision
              denying his claim. If special circumstances require an extension
              of time for processing the claim, the claimant will be furnished
              with a written notice of the extension prior to the termination of
              the initial 90-day period. In no event shall such extension exceed
              a period of 90 days from the end of such initial period. The
              extension notice shall indicate the special circumstances
              requiring an extension of time and the date by which the Plan
              Administrator expects to render its decision.

              Notice of such denial shall set forth, in addition to the specific
              reasons for the denial, the following:

              (a) reference to pertinent provisions of the Plan;

                                      -58-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (b) such additional information as may be relevant to the denial
                  of the claim;

              (c) an explanation of the claims review procedure; and

              (d) notice that such claimant may request the opportunity to
                  review pertinent Plan documents and submit a statement of
                  issues and comments.

              Within 60 days following notice of denial of his claim, upon
              written request made by any claimant for a review of such denial
              to the Plan Administrator, the Plan Administrator shall take
              appropriate steps to review its decision in light of any further
              information or comments submitted by such claimant.

              The Plan Administrator shall render a decision within 60 days
              after the claimant's request for review and shall advise said
              claimant in writing of its decision on such review, specifying its
              reasons and identifying appropriate provisions of the Plan. If
              special circumstances require an extension of time for processing,
              a decision will be rendered as soon as possible, but not later
              than 120 days after receipt of a request for the review. If the
              extension of time for review is required because of special
              circumstances, written notice of the extension shall be furnished
              to the claimant prior to the commencement of the extension. If the
              decision is not furnished within such time, the claim shall be
              deemed denied on review. The decision on review shall be in
              writing and shall include specific reasons for the decision,
              written to the best of the Plan Administrator's ability in a
              manner calculated to be understood by the claimant without legal
              counsel, as well as specific references to the pertinent Plan
              provisions on which the decision is based. In the event of
              continued disagreement, the claimant may thereafter appeal to the
              Employer, whose decision is final.

9.7           Reliance on Reports and Certificates. The Employer (or the Plan
              Administrator if so designated by the Employer) will be entitled
              to rely conclusively upon all valuations, certificates, opinions,
              and reports which may be furnished by the Actuary, or any


                                      -59-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              accountant, controller, counsel, or other person who is employed
              or engaged for such purposes and shall exercise the authority and
              responsibility as it deems appropriate to comply with all of the
              legal and governmental regulations affecting this Plan.

9.8           Other Plan Administrator Powers and Duties. The Plan Administrator
              shall have such duties and powers as may be necessary to discharge
              its duties hereunder, including, but not by way of limitation, the
              following:

              (a) to prescribe written procedures to be followed by
                  Participants, Retired Participants, Spouses, Contingent
                  Annuitants and Beneficiaries filing applications for benefits;

              (b) to prepare and distribute, in such manner as the Plan
                  Administrator determines to be appropriate, information
                  explaining the Plan;

              (c) to receive from the Employer, Participants, Retired
                  Participants, Spouses, Contingent Annuitants and Beneficiaries
                  such information as shall be necessary for the proper
                  administration of the Plan;

              (d) to furnish the Employer, upon request, such annual reports
                  with respect to the administration of the Plan as are
                  reasonable and appropriate;

              (e) to receive and review the periodic valuations of the Plan made
                  by the Actuary;

              (f) to compute and certify (or have the Actuary do so) the amount
                  of Retirement Benefit payable to any person hereunder;

              (g) to designate an Actuary to perform all actuarial calculations
                  required in connection with the Plan; and

                                      -60-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (h) to receive, review and keep on file (as it deems convenient or
                  proper) reports of benefit payments by the Trustee and reports
                  of disbursements for expenses directed by the Plan
                  Administrator.

              The Plan Administrator shall have no power to add to, subtract
              from or modify any of the terms of the Plan, or to change or add
              to any benefits provided by the Plan, or to waive or fail to apply
              any requirements of eligibility for a benefit under the Plan.

9.9           Compensation of Plan Administrator. If the person or persons
              serving as Plan Administrator is an Employee, such individual(s)
              will not receive any compensation for his services as such, but
              will be reimbursed for reasonable expenses incident to the
              performance of such services. The reimbursement of expenses shall
              be paid in whole or in part by the Employer, and any expenses not
              paid by the Employer shall be paid by the Trustee out of the
              principal or income of the Trust Fund.

9.10          Plan Administrator's Own Participation. The Plan Administrator may
              not act, vote, or otherwise influence a decision relating to his
              own participation under the Plan.

9.11          Liability of Plan Administrator. The Plan Administrator will not
              be liable for any act of omission or commission except as provided
              by federal law.

9.12          Indemnification. The Board of Directors of the Employer and the
              Plan Administrator shall be indemnified by the Employer and not
              the Trust Fund against any and all expenses, costs, and
              liabilities arising by reason of any act or failure to act, unless
              such act or failure to act is judicially determined to be gross
              negligence or willful misconduct.



                                      -61-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                    ARTICLE X
                            FUNDING AND CONTRIBUTIONS


10.1          Establishment of Fund. The Fund shall be held and administered by
              the Trustee in accordance with the terms of the Trust. The Fund
              shall hold all contributions made by the Employer and earnings and
              other income attributable thereto. All benefits payable under the
              Plan shall be disbursed from the Fund.

10.2          Contributions to the Fund; Plan Expenses. The Employer will
              contribute to the Fund such sums and at such times as may be
              determined by the Board of Directors of the Employer in accordance
              with the funding method and policy to be established by the Board
              which are consistent with Plan objectives. The Board of Directors
              of the Employer, in consultation with the Actuary and the Plan
              Administrator, shall have the right to change the method of
              funding, subject only to any contractual restrictions of the
              existing method of funding. Forfeitures arising from termination
              of service will be used to reduce Employer contributions and will
              not be applied to increase any benefits under the Plan. Except as
              provided in Section 10.3 and Article XII, all contributions when
              made to the Fund and all property and assets of the Fund,
              including income from investments and from all other sources, will
              be retained for the exclusive benefit of Participants, Spouses,
              Contingent Annuitants and Beneficiaries included in the Plan and
              will be used to pay benefits provided hereunder or to pay expenses
              of administration of the Plan and the Fund to the extent not paid
              by the Employer. The Employer shall not be required to make, but
              may make, any contributions to the Fund in an amount which is
              greater than the amount which is deductible for federal income tax
              purposes.


                                      -62-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


10.3          Contributions Conditional. Each Employer contribution to the Plan
              is expressly conditioned on its deductibility. If any Employer
              contribution is deemed to be nondeductible or made by the Employer
              by a mistake of fact, such contribution shall be returned to the
              Employer within one year of the date of the disallowance of such
              deduction or the date the contribution was made to the Fund,
              respectively.

10.4          Employee Contributions. No Employee will be required or permitted
              to make any contributions under this Plan.


                                      -63-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE XI
                           FIDUCIARY RESPONSIBILITIES


11.1          Basic Responsibilities. Any Fiduciary under the Plan, whether
              specifically designated or not, shall:

              (a) discharge all duties solely in the interest of Participants,
                  Spouses, Contingent Annuitants and Beneficiaries and for the
                  exclusive purpose of providing benefits and defraying
                  reasonable administrative expenses under the Plan;

              (b) discharge his responsibilities with the care, skill, prudence,
                  and diligence a prudent man would use in similar
                  circumstances; and

              (c) conform with the provisions of the Plan.

              No person who is ineligible by law will be permitted to serve as
              Fiduciary.

11.2          Actions of Fiduciaries.  Any Fiduciary:

              (a) may serve in more than one fiduciary capacity with respect to
                  the Plan;

              (b) may employ one or more persons to render advice with regard to
                  or to carry out any responsibility that such Fiduciary has
                  under the Plan; and

              (c) may rely upon any discretion, information, or action of any
                  other Fiduciary, acting within the scope of its
                  responsibilities under the Plan, as being proper under the
                  Plan.


                                      -64-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


11.3          Fiduciary Liability. No Fiduciary shall be personally liable for
              any losses resulting from his action except as provided by federal
              law. Each Fiduciary shall have only the authority and duties which
              are specifically allocated to him, shall be responsible for the
              proper exercise of his own authority and duties, and shall not be
              responsible for any act or failure to act of any other Fiduciary.


                                      -65-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE XII
                            AMENDMENT AND TERMINATION


12.1          Right to Amend or Terminate. The Employer reserves the right to
              amend, modify, suspend, or terminate the Plan in whole or in part
              at any time through action by the Board (or its delegate). No
              amendment will be effective unless the Plan, as so amended, is for
              the exclusive benefit of Participants, Spouses, Contingent
              Annuitants and Beneficiaries, and no amendment will deprive any
              Participant without his consent of any benefit to which he was
              previously entitled, provided that any and all amendments may be
              made which are necessary to maintain the qualification of the Plan
              under the Code and provided further that such amendments may be
              retroactively effective. The Plan shall not be automatically
              terminated by any Employer's acquisition by or merger or
              consolidation into any other corporation. In the event of a
              reorganization, consolidation, dissolution or merger of an
              Employer, the Plan can be continued by the successor, and in such
              event the successor shall be substituted for such Employer and
              shall assume all of the Plan liabilities and all of the powers,
              duties and responsibilities of such Employer under the Plan.

12.2          Partial Termination. Upon a partial termination of the Plan with
              respect to a group of Participants, as determined by a ruling of
              the Internal Revenue Service as to which all rights to appeal have
              expired, the Employer shall direct the Actuary to determine the
              proportionate share of the assets for Participants affected by
              such partial termination. After such proportionate share has been
              determined, the Trustees shall segregate the assets of the Fund
              allocable to such group of Participants for payment of benefits in
              accordance with the provisions of Section 12.3.

12.3          Vesting and Distribution of Funds Upon Termination. Upon
              termination of the Plan by the Employer, in whole or in part, all
              affected Participants will become fully vested and entitled to
              their Accrued Benefits under the Plan. In such event, the assets
              in the Fund (or

                                      -66-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              the portion of the Fund determined in accordance with Section
              12.2) will be allocated as follows:

              (a) There shall first be credited to each Participant who was
                  receiving Retirement Benefits or who was eligible to receive
                  Retirement Benefits at least three years prior to the date of
                  Plan termination and to each Spouse, Contingent Annuitant and
                  Beneficiary who was receiving Retirement Benefits or who was
                  eligible to receive Retirement Benefits at least three years
                  prior to the date of Plan termination an amount which will
                  provide for him the amount of Retirement Benefits then accrued
                  to him under the Plan, but not in excess of the benefit
                  insured by the Pension Benefit Guaranty Corporation.

              (b) There shall next be credited to each Participant who was
                  receiving Retirement Benefits or who was eligible to receive
                  Retirement Benefits on the date of Plan termination and to
                  each Spouse, Contingent Annuitant and Beneficiary who was
                  receiving Retirement Benefits or who was eligible to receive
                  Retirement Benefits on the date of Plan termination an amount
                  which will provide for him the amount of Retirement Benefits
                  then accrued to him under the Plan, but not in excess of the
                  benefit insured by the Pension Benefit Guaranty Corporation.

              (c) There shall next be credited to each other Participant who, on
                  the date on which the Plan shall terminate, is eligible for
                  Retirement Benefits in accordance with Article VI an amount
                  which will provide for him the amount of the Retirement
                  Benefits then accrued to him under the Plan, but not in excess
                  of the benefit insured by the Pension Benefit Guaranty
                  Corporation.

              (d) There shall next be credited to each other Participant who
                  would be entitled to additional Retirement Benefits in
                  accordance with (a), (b), and (c) above, were such additional
                  income not in excess of the amount insured by the Pension
                  Benefit


                                      -67-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  Guaranty Corporation, an amount which will provide for him the
                  amount of retirement income then accrued to him under the
                  Plan.

              (e) There shall next be credited to each other Participant an
                  amount which will provide for him the amount of Retirement
                  Benefits then accrued to him under the Plan.

              Allocation in any of the above classes shall be adjusted for any
              allocation made to the same Participant under a prior class.

12.4          Determination of Funds Upon Termination.

              (a)    The application of the Fund on the foregoing basis shall be
                     calculated as of the date on which the Plan shall
                     terminate. When the calculation shall be completed, the
                     respective interest in the Fund will be distributed to or
                     on behalf of the respective Participants, Spouses,
                     Contingent Annuitants and Beneficiaries under the Plan in
                     the order stated in Section 12.3 only after the Employer
                     has sent written notice to the Trustee, that all of the
                     applicable requirements governing the termination of
                     qualified retirement plans have been, or are being complied
                     with or that appropriate authorizations, waivers,
                     exemptions or variances have been, or are being, obtained.

              (b) If the assets in the Fund on the date the Plan is terminated
                  are not sufficient to provide in full the amounts required
                  within classes (a), (b), (c), and (d) of Section 12.3, any
                  benefit in excess of $10,000 paid within a 12-month period
                  during the 36- month period immediately preceding the date of
                  termination of the Plan to a Participant, Spouse, Contingent
                  Annuitant or Beneficiary who owns 10% or more of the
                  outstanding voting stock of any Employer may be deemed a part
                  of the Fund for purposes of allocation.

              (c) If the assets are not sufficient to provide in full for the
                  amounts required for a class in the order listed in Section
                  12.3, the balance of the assets shall be allocated to


                                      -68-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  each member of a class in the proportion which his amount
                  bears to the total amount in such class.

              (d) Distribution upon termination of the Plan may be in the form
                  of an annuity contract, cash, or securities or other assets in
                  kind as determined by the Plan Administrator in a uniform,
                  nondiscriminatory manner and applicable to all Participants.

              (e) Any funds remaining after the satisfaction of all liabilities
                  to Participants, Spouses, Contingent Annuitants and
                  Beneficiaries under the Plan shall be returned to the
                  Employer.

12.5          Restriction on Benefits. In the event of plan termination, the
              benefit of any highly compensated employee as defined in Code
              Section 414(q) and highly compensated former employee is limited
              to a benefit that is nondiscriminatory under Code Section
              401(a)(4).

12.6          Right to Accrued Benefits. Any other provision of the Plan
              notwithstanding, upon termination or partial termination of the
              Plan, the right of each Participant to benefits accrued to the
              date of such termination or partial termination to the extent then
              funded or to the extent guaranteed by the Pension Benefit Guaranty
              Corporation shall be nonforfeitable.


                                      -69-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                  ARTICLE XIII
                            TOP-HEAVY PLAN PROVISIONS


13.1          General Rule. For any Plan Year for which this Plan is a
              "top-heavy plan" as defined in Section 13.5, any other provisions
              of the Plan to the contrary notwithstanding, the Plan shall be
              subject to the following provisions:

              (a)    The vesting provisions of Section 13.2.
              (b)    The minimum benefit provisions of Section 13.3.
              (c)    The limitation on benefits set by Section 13.4.

13.2          Vesting Provisions. Each Participant who (a) has completed at
              least three Years of Service and (b) has completed an Hour of
              Service during any Plan Year in which the plan is "top-heavy",
              shall have a nonforfeitable right to his Accrued Benefit. If the
              Plan ceases to be "top-heavy", the vesting provisions of Section
              6.2 shall be applicable. This provision shall not cause a
              Participant's vested percentage to be reduced.

              Each such Participant shall have the right to elect the applicable
              schedule within 60 days after the day the Participant is issued
              written notice by the Plan Administrator, or as otherwise provided
              in accordance with regulations issued under the provision of the
              Code, relating to changes in the vesting schedule.

13.3          Minimum Benefit Provisions. Each Participant who (a) is a "non-key
              employee" (as defined in Section 13.7) and (b) has completed 1,000
              Hours of Service in any Plan Year shall be entitled to an annual
              retirement income equal to 2% of the Participant's average annual
              Earnings in the "testing period" multiplied by his Years of
              Service during which the Plan is top heavy, up to a maximum of
              20%. For purposes of this Section 13.3, "testing period" means the
              period of five consecutive Years of Service during which the


                                      -70-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              Participant had the highest aggregate Earnings, provided that
              Earnings for any Plan Year after the close of the Plan Year in
              which the Plan was last top-heavy shall be disregarded.

13.4          Limitation on Benefits. In the event that the Employer also
              maintains a defined contribution plan providing contributions on
              behalf of Participants in this Plan, then a Participant's annual
              retirement benefit will be limited by:

              (a) the denominator of both the defined contribution plan fraction
                  and the defined benefit plan fraction shall be calculated as
                  set forth in Section 3.3(b) for such Plan Year by substituting
                  "1.0" for "1.25" in each place such figure appears.

              (b) Paragraph (a) shall not apply if conditions (i) and (ii) below
                  are met:

                  (i)    if for the Plan Year the Plan would not be a "top-heavy
                         plan" (as defined in Section 13.5) if "90 percent" were
                         substituted for "60 percent", and

                  (ii)   if the minimum benefit described in Section 13.3 is
                         increased to 3% of average annual compensation in the
                         "testing period" multiplied by the Participant's Years
                         of Service during which the Plan is a "top-heavy plan",
                         up to a maximum of 30%.

13.5          Top-heavy Plan Definition. This Plan shall be a "top-heavy plan"
              for any Plan Year if, as of the determination date, the present
              value of the Accrued Benefits under the Plan for Participants
              (including former Participants) who are "key employees" (as
              defined in Section 13.6) exceeds 60% of the present value of
              Accrued Benefits for all Participants (excluding former "key
              employees"), or if this Plan is required to be in an aggregation
              group which for such Plan Year is a "top-heavy group." For
              purposes of this Article XIII,

                                      -71-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (a) "Determination date" means for any Plan Year the last day of
                  the immediately preceding Plan Year (except that for the first
                  Plan Year the determination date means the last day of such
                  Plan Year).

              (b) "Present value of Accrued Benefits" shall be determined as of
                  the most recent valuation date that is within the 12-month
                  period ending on the determination date and as described under
                  the Code.

              (c) "Aggregate of the Accounts" means the sum of (i) the Accounts
                  determined as of the most recent Valuation Date that is within
                  the 12-month period ending on the determination date, and (ii)
                  the adjustment for contributions due as of the determination
                  date, and as described in the regulations under the Code.

              (d) "Aggregation group" means the group of plans, if any, that
                  includes both the group of plans that are required to be
                  aggregated and the group of plans that are permitted to be
                  aggregated.

                  (i)    The group of plans that are required to be aggregated
                         (the "required aggregation group") includes: each plan
                         of the Employer in which a key employee is a
                         participant, including collectively-bargained plans;
                         and each other plan of the Employer including
                         collectively-bargained plans, which enables a plan in
                         which a key employee is a participant to meet the
                         requirements of the Code Sections 401(a)(4) and 410(b).

                  (ii)   The group of plans that are permitted to be aggregated
                         (the "permissive aggregation group") includes the
                         required aggregation group plus one or more plans of
                         the Employer that is not part of the required
                         aggregation group and that the Plan Administrator
                         certifies as constituting a plan within the permissive
                         aggregation group. Such plan or plans may be added to
                         the permissive aggregation group only if, after the
                         addition, the


                                      -72-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                         aggregation group as a whole continues not to
                         discriminate as to contributions or benefits in favor
                         of officers, shareholders or the highly-compensated and
                         to meet the minimum participation standards under the
                         Code.

              (e) "Top-heavy group" means the aggregation group, if as of the
                  applicable determination date, the sum of the present value of
                  the cumulative accrued benefits for "key employees" under all
                  defined benefit plans included in the aggregation group plus
                  the aggregate of the accounts of "key employees" under all
                  defined contribution plans included in the aggregation group
                  exceeds 60% of the sum of the present value of the cumulative
                  accrued benefits for all employees, excluding former "key
                  employees," under all such defined benefit plans plus the
                  aggregate accounts for all employees, under such defined
                  contribution plans. If the aggregation group that is a
                  top-heavy group is a required aggregation group, each plan in
                  the group will be top-heavy. If the aggregation group that is
                  a top-heavy group is a permissive aggregation group, only
                  those plans that are part of the required aggregation group
                  will be treated as top-heavy. If the aggregation group is not
                  a top-heavy group, no plan within such group will be
                  top-heavy.

              (f) In determining whether this Plan constitutes a "top-heavy
                  plan", the Plan Administrator shall make the following
                  adjustments in connection therewith:

                  (i)    When more than one plan is aggregated, the Plan
                         Administrator shall determine separately for each plan
                         as of each plan's determination date the present value
                         of the accrued benefits or account balance. The results
                         shall then be aggregated by adding the results of each
                         plan as of the determination dates for such plans that
                         fall within the same calendar year.

                  (ii)   In determining the present value of the Accrued Benefit
                         or the amount of the account of any Employee, such
                         present value or account shall include


                                      -73-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                         the dollar value of the aggregate distributions made to
                         such Employee under the applicable plan during the
                         five-year period ending on the determination date,
                         unless reflected in the value of the accrued benefit or
                         account balance as of the most recent valuation date.
                         Such amounts shall include distributions to Employees
                         which represented the entire amount credited to their
                         accounts under the applicable plan.

                  (iii)  Further, in making such determination, such present
                         value or such account shall include any rollover
                         contribution (or similar transfer), as follows:

                         (A) If the rollover contribution (or similar transfer)
                             is initiated by the Employee and made to or from a
                             plan maintained by another employer the plan
                             providing the distribution shall include such
                             distribution in the value of such account; the plan
                             accepting the distribution shall not include such
                             distribution in the value of such account unless
                             the plan accepted it before December 31, 1983.

                         (B) If the rollover contribution (or similar transfer)
                             is not initiated by the Employee or made from a
                             plan maintained by another employer the plan
                             accepting the distribution shall include such
                             distribution in the value or such account, whether
                             the plan accepted the distribution before or after
                             December 31, 1983; the plan making the distribution
                             shall not include such distribution in the value of
                             such account.

                  (iv)   Further, in making such determination, in any case
                         where an individual is a "non-key employee" (as defined
                         in Section 13.7) with respect to an applicable plan,
                         but was a "key employee" with respect to such plan for
                         any prior plan year, any Accrued Benefit and any
                         account of such Employee shall be altogether
                         disregarded. For this purpose, to the extent that a key
                         employee is deemed to be a "key employee" if he met the


                                      -74-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                         definition thereof within any of the four preceding
                         plan years, this provision shall apply following the
                         end of such period of time.


                                      -75-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                  (v)    Further, in making such determination, the accrued
                         benefit of an Employee other than a Key Employee shall
                         be determined under (A) the method, if any, that
                         uniformly applies for accrual purposes under all plans
                         maintained by the Employer and its Affiliated
                         Employers, or (B) if there is no such method, as if
                         such benefit accrued not more rapidly than the slowest
                         accrual rate permitted under the fractional accrual
                         rule of Code Section 411(b)(1)(C).

13.6          Key Employee. The term "key employee" means any Employee or former
              Employee who would be considered a key employee under Code Section
              416(i)(1) excluding any individual who has not performed services
              for the Employer or any of its Affiliated Employers during the
              five-year period ending on a particular "determination date".

13.7          Non-Key Employee. The term "non-key employee" means any Employee
              (and any beneficiary of an Employee) who is not a "key employee".
              An individual who has not performed services for the Employer or
              any of its Affiliated Employers during the five-year period ending
              on a particular "determination date", however, shall not be
              considered a "non-key employee".


                                      -76-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE XIV
                               GENERAL PROVISIONS


14.1          Plan Voluntary. Although it is intended that the Plan shall be
              continued and that contributions shall be made as herein provided,
              this Plan is entirely voluntary on the part of each Participating
              Employer and the continuance of this Plan and the payment of
              contributions hereunder are not to be regarded as contractual
              obligations of any Employer, and no Employer guarantees or
              promises to pay or to cause to be paid any of the benefits
              provided by this Plan. Each person who shall claim the right to
              any payment or benefit under this Plan shall be entitled to look
              only to the Fund for any such payment or benefit and shall not
              have any right, claim, or demand therefore against any Employer,
              except as provided by federal law. The Plan shall not be deemed to
              constitute a contract between any Employer and any Employee or to
              be a consideration for, or an inducement for, the employment of
              any Employee by any Employer. Nothing contained in the Plan shall
              be deemed to give any Employee the right to be retained in the
              service of any Employer or to interfere with the right of any
              Employer to discharge or to terminate the service of any Employee
              at any time without regard to the effect such discharge or
              termination may have on any rights under the Plan.

14.2          Payments to Minor and Incompetents. If any Participant, Spouse,
              Contingent Annuitant, or Beneficiary entitled to receive any
              benefits hereunder is a minor or is deemed by the Plan
              Administrator or is adjudged to be legally incapable of giving
              valid receipt and discharge for such benefits, they will be paid
              to such person or institution as the Plan Administrator may
              designate or to the duly appointed guardian. Such payment shall,
              to the extent made, be deemed a complete discharge of any
              liability for such payment under the Plan.



                                      -77-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


14.3          Non-Alienation of Benefits.

              (a) No amount payable to, or held under the Plan for the account
                  of, any Participant shall be subject in any manner to
                  anticipation, alienation, sale, transfer, assignment, pledge,
                  encumbrance, or charge, and any attempt to so anticipate,
                  alienate, sell, transfer, assign, pledge, encumber, or charge
                  the same shall be void; nor shall any amount payable to, or
                  held under the Plan for the account of, any Participant be in
                  any manner liable for his debts, contracts, liabilities,
                  engagements, or torts, or be subject to any legal process to
                  levy upon or attach, except as may be provided under a
                  qualified domestic relations order as defined in Code Section
                  414(p).

                  However, upon authority of any Retired Participant and with
                  the consent of the Employer, the Plan Administrator may direct
                  the Trustee to withhold a portion of any benefit payable to
                  the Retired Participant under this Plan for the purpose of
                  paying the costs or premiums by the Retired Participant as a
                  result of being included in another plan of an Employer, such
                  as a hospital-surgical plan. The Trust shall not in any manner
                  be liable for, or subject to, the debts, contracts,
                  liabilities, engagements or torts of any person entitled to
                  benefits hereunder.

              (b) Under a qualified domestic relations order, an alternate payee
                  who had been married to the Participant for at least one year
                  may be treated as a Spouse with respect to the portion of the
                  Participant's benefit in which such alternate payee has an
                  interest provided that the qualified domestic relations order
                  provides for such treatment. However, under no circumstances
                  may the spouse of any alternate payee (who is not a
                  Participant hereunder) be treated as a Spouse under the terms
                  of the Plan.

                  Upon receipt of any judgement, decree or order (including
                  approval of a property settlement agreement) relating to the
                  provision of payment by the Plan to an alternate payee
                  pursuant to a state domestic relations law, the Plan
                  Administrator


                                      -78-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

                  shall promptly notify the affected Participant and any
                  alternate payee of the receipt of such judgement, decree or
                  order and shall notify the affected Participant and any
                  alternate payee of the Plan Administrator's procedure for
                  determining whether or not the judgement, decree or order is a
                  qualified domestic relations order.

                  The Plan Administrator shall establish a procedure to
                  determine the status of a judgement, decree or order as a
                  qualified domestic relations order and to administer Plan
                  distributions in accordance with qualified domestic relations
                  orders. Such procedure shall be in writing, shall include a
                  provision specifying the notification requirements enumerated
                  in the preceding paragraph, shall permit an alternate payee to
                  designate a representative for receipt of communications from
                  the Plan Administrator and shall include such other provisions
                  as the Plan Administrator shall determine, including
                  provisions describing the interest rate to be used in making
                  present value determinations as well as provisions required
                  under regulations promulgated by the Secretary of the
                  Treasury.

                  During any period in which the issue of whether a judgement,
                  decree or order is a qualified domestic relations order is
                  being determined (by the Plan Administrator, a court of
                  competent jurisdiction or otherwise), the Plan Administrator
                  shall separately account for the amount, if any, which would
                  have been payable to the alternate payee during such period if
                  the judgement, decree or order had been determined to be a
                  qualified domestic relations order.

                  If the judgement, decree or order is determined by the Plan
                  Administrator to be a qualified domestic relations order
                  before the first payments would otherwise be due under such
                  order, then payment of the appropriate amount shall be paid to
                  the alternate payee(s) as required under the order. If a
                  domestic relations order is determined by the Plan
                  Administrator to be a qualified order within the 18 month
                  period beginning on the date that the first payment would have
                  been due under such order, the separately accounted for
                  amounts (plus reasonable interest thereon) shall

                                      -79-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                  be retroactively paid to the alternate payee(s) named in the
                  order. Subsequent payments shall not include any interest
                  component. If the Plan Administrator first determines that the
                  order is a qualified domestic relations order after the
                  18-month period beginning on the date on which the first
                  payment would have been due under the order, then the
                  provisions of such order shall be applied on a prospective
                  basis only.

14.4          Use of Masculine and Feminine; Singular and Plural. Wherever used
              in this Plan, the masculine gender will include the feminine
              gender and the singular will include the plural, unless the
              context indicates otherwise.

14.5          Merger, Consolidation, or Transfer. In the event that the Plan is
              merged or consolidated with any other plan, or should the assets
              or liabilities of the Plan be transferred to any other plan, each
              Participant shall be entitled to a benefit immediately after such
              merger, consolidation, or transfer if the Plan should then
              terminate equal to or greater than the benefit he would have been
              entitled to receive immediately before such merger, consolidation,
              or transfer if the Plan had then terminated.

14.6          Leased Employees. Any individual who performs services for the
              Employer and who, by application of Code Section 414(n)(2) and
              regulations issued pursuant thereto, would be considered a "leased
              employee", shall, for purposes of the requirements enumerated in
              Code Section 414(n)(3), be considered an Employee of the Employer
              with regard to services performed after December 31, 1986.

              When the total of all leased employees constitutes less than 20%
              of the Employer's non-highly compensated work force within the
              meaning of Code Section 414(n)(5)(c)(ii), however, a "leased
              employee" shall not be considered an Employee of the Employer if
              the organization from which the individual is leased maintains a
              qualified safe harbor plan (as defined in Code Section 414(n)(5))
              in which such individual participates.

                                      -80-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              "Leased employees" who are deemed to be Employees of the Employer
              for purposes of this Section 14.7 shall not be eligible to
              participate in the Plan unless specifically provided for in
              Article II.

14.7          Governing Law. The provisions of the Plan will be construed,
              administered, and enforced in accordance with the Code and the
              Employee Retirement Income Security Act of 1974, as amended from
              time to time, and, to the extent applicable, the laws of the
              Commonwealth of Massachusetts.

14.8          Severability. If any provision of the Plan is held invalid or
              unenforceable, its invalidity or unenforceability will not affect
              any other provision of the Plan, and the Plan will be construed
              and enforced as if such provision had not been included.

14.9          Captions. The captions contained in the Plan are inserted only as
              a matter of convenience and for reference and in no way define,
              limit, enlarge, or describe the scope or intent of the Plan nor in
              any way affect the construction of any provision of the Plan.


                                      -81-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   APPENDIX A


                GRANDFATHERING FOR KEYPORT LIFE INSURANCE COMPANY



                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Section
<S>                 <C>               <C>                                             <C>
SECTION A1          DEFINITIONS

                           A1.1       "Grandfathered Keyport Employee"                81
                           A1.2       "Social Security Benefit"                       81
                           A1.3       "Social Security Bridge Benefit"                82


SECTION A2          ELIGIBILITY

                           A2.1       Eligibility Requirements                        83
                           A2.2       Grandfathered Keyport Employee                  83


SECTION A3          NORMAL RETIREMENT BENEFIT

                           A3.1       Normal Retirement Benefit                       84
                           A3.2       Maximum Benefit                                 85


SECTION A4          EARLY RETIREMENT DATE AND
                           EARLY RETIREMENT BENEFIT

                           A4.1       Early Retirement Date                           86
                           A4.2       Early Retirement Benefit                        86
                           A4.3       Social Security Bridge Benefit                  86
</TABLE>


                                      -83-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   SECTION A1
                                   DEFINITIONS


All words and phrases used in this Appendix shall have the meanings as defined
in Articles I through XIV of the Plan unless such words and phrases are defined
in this Section A1.

The following words and phrases when used in this Appendix shall have the
meanings indicated below unless a different meaning is plainly required by the
context:

A1.1          "Grandfathered Keyport Employee" shall mean a Participant who
              meets the additional requirements of Section A2.


A1.2          "Social Security Benefit" shall mean the annual amount of the
              Participant's Primary Insurance Amount determined in accordance
              with the provisions of Title II of the Social Security Act as now
              in effect subject to such automatic change or subsequent amendment
              as may occur in accordance with the rules as set forth in (a) or
              (b) below:

              (a) If the Participant retires under the Plan, the Social Security
                  Benefit to be used in determining the retirement benefit in
                  accordance with Section A3 shall be the Primary Insurance
                  Amount to which the Participant would be entitled, if applied
                  for when first entitled, at or after retirement, other than
                  for disqualification for earnings. For purposes of determining
                  Social Security entitlement, the Participant's Primary
                  Insurance Amount shall be determined in accordance with Title
                  II of the Federal Social Security Act as in effect as of the
                  Participant's date of retirement.


                                      -84-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              (b) If the Participant terminates employment prior to eligibility
                  for retirement under the Plan, but is entitled to a benefit
                  under the provisions of Article VI, the Primary Insurance
                  Amount to be used in the accrued benefit calculation as set
                  forth in Section A4 shall be the Primary Insurance Amount to
                  which the Participant would be entitled, other than for
                  disqualification for earnings, if first applied for at the
                  later of the Participant's Normal Retirement Date or date of
                  termination of employment. For the purpose of determining
                  Social Security entitlement, the Participant's Primary
                  Insurance Amount shall be determined in accordance with Title
                  II of the Federal Social Security Act as in effect as of the
                  Participant's date of termination of employment assuming that
                  he continued to receive earnings at the rate being received at
                  termination of employment. If such Participant is subsequently
                  reemployed by the Employer, the Primary Insurance Amount shall
                  not include amounts in respect of any Social Security increase
                  effective during the period beginning with his termination of
                  employment and ending upon his reemployment with the Employer.

A1.3          "Social Security Bridge Benefit" shall mean the benefit determined
              in accordance with Section A4.

                                      -85-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   SECTION A2
                                   ELIGIBILITY


A2.1          Eligibility Requirements. Each Employee:

              (a) who was employed by Keyport Life Insurance Company as of July
                  1, 1992;

              (b) who was a Participant in the Prior Plan as of June 30, 1992;
                  and

              (c) whose age plus Years of Service as of January 1, 1989 were at
                  least equal to 55

              shall be eligible for benefits under this Appendix A.

A2.2          Grandfathered Keyport Employee. Each Participant who meets the
              eligibility requirements under Section A2.1 above shall be
              entitled to receive benefits under this Appendix A. The following
              Employees are Grandfathered Keyport Employees:

<TABLE>
<CAPTION>
                                                                                                  Factor to
   Social                                                                     Age &             be Used in
  Security                                  Date of        Date of          Service on             Section
   Number                Name                Birth           Hire         January 1, 1989        A3.1(d)(ii)
   ------                ----                -----           ----         ---------------        -----------
<S>                  <C>                    <C>            <C>                 <C>                  <C>
###-##-####          I. Chiuchiolo          11/10/28       06/16/69            69.14                9.00
###-##-####          E. Edminster           08/18/23       01/05/76            74.37                9.00
###-##-####          I. Larkin              01/07/39       04/01/69            58.98                3.98
###-##-####          A. Mills               07/23/26       11/24/80            70.54                8.10
###-##-####          C. Paulis              03/28/38       06/14/82            57.31                2.31
</TABLE>


                                      -86-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   SECTION A3
                            NORMAL RETIREMENT BENEFIT


A3.1          Normal Retirement Benefit. The amount of annual Grandfathered
              Keyport Benefit payable to a Participant who is a Grandfathered
              Employee in the Normal Form beginning on his Normal Retirement
              Date shall be equal to the sum of (a) minus (b) plus (c) plus (d)
              plus (e), as follows:

              (a) (i)    2.0% of the Participant's Average Earnings

                                        multiplied by

                  (ii)   his Years of Credited Service up to 25 such years.

              (b) (i)    2.0% of the Participant's Social Security Benefit

                                         multiplied by

                  (ii)   his Years of Credited Service up to 25 such years.

              (c) (i)    2/3% of the Participant's Average Earnings

                                         multiplied by

                  (ii)   his Years of Credited Service in excess of 25 such
                         years, if any, up to 15 such excess years.


                                      -87-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


              (d) (i)    0.55% of the Participant's Average Earnings

                                         multiplied by

                  (ii)   the excess, if any, of his age plus Years of Credited
                         Service as of January 1, 1989 over 55, but not more
                         than his Years of Credited Service as of January 1,
                         1989.

A3.2          Maximum Benefit. As of July 1, 1992 no Employee listed in Section
              A2.2 was a "highly compensated employee" (as defined in Code
              Section 414(q)). If, however, for any Plan Year an Employee listed
              in Section A2.2 becomes a "highly compensated employee", the
              Employee shall not accrue additional benefits under Section A3.1
              for such Plan Year or any subsequent Plan Year in which the
              Employee remains a "highly compensated employee". Such
              Participant's monthly Accrued Benefit under the Plan shall be the
              greater of (i) the benefit determined under this Appendix
              determined as of the end of the Plan Year preceding the Plan Year
              in which the Participant became a "highly compensated employee",
              and (ii) his accrued benefit as determined under Section 3.1 of
              the Plan.


                                      -88-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


                                   SECTION A4
               EARLY RETIREMENT DATE AND EARLY RETIREMENT BENEFIT


A4.1          Early Retirement Date. A Participant's Early Retirement Date prior
              to his Normal Retirement Date for purposes of this Appendix A is
              the Early Retirement Date as determined under Section 4.1 of the
              Plan. The date of early payment for a Vested Inactive Participant
              for purposes of this Appendix A is the date determined under
              Section 6.3 of the Plan.

A4.2          Early Retirement Benefit. The Retirement Benefit payable on an
              Early Retirement Date to a Participant who is a Grandfathered
              Keyport Employee equals the Benefit determined under Section 4.2
              of the Plan.

              The Retirement Benefit payable on an early payment date to a
              Vested Inactive Participant who is a Grandfathered Keyport
              Employee equals the Benefit determined under Section 6.3 of the
              Plan.

A4.3          Social Security Bridge Benefit. A Participant who is a
              Grandfathered Keyport Employee and whose Early Retirement Date is
              earlier than July 1, 1999 and is earlier than his 62nd birthday
              shall receive, in addition to all other benefits under the Plan, a
              Social Security Bridge Benefit. The amount of monthly Social
              Security Bridge Benefit payable on the life annuity basis shall be
              equal to one-twelfth of the benefit determined under Section
              A3.1(b) multiplied by the applicable percentage determined under
              Section 4.2 of the Plan.

              The Social Security Bridge Benefit shall be paid monthly with the
              final payment being made on the first day of the month coincident
              with or immediately preceding the earlier of:

                                      -89-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>

              (a) the Grandfathered Keyport Employee's date of death;


              (b) the Grandfathered Keyport Employee's 62nd birthday; or

              (c) June 1, 1999.


                                      -90-
                                                                    Pension Plan
                                                                      Exec. Ver.
<PAGE>


IN WITNESS WHEREOF, Liberty Financial Companies, Inc. has caused this instrument
to be executed by its duly authorized officer this _________________________ day
of ___________________, 19___.




                                 LIBERTY FINANCIAL COMPANIES, INC.

                                 By:________________________________


                                      -91-
                                                                    Pension Plan
                                                                      Exec. Ver.