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                        CONTINENTAL MATERIALS CORPORATION

                            EMPLOYEES PROFIT SHARING
                                 RETIREMENT PLAN







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                                TABLE OF CONTENTS


<TABLE>
<S>           <C>                                                                      <C>
ARTICLE ONE--DEFINITIONS
     1.1      Account
     1.2      Administrator
     1.3      Beneficiary
     1.4      Break in Service
     1.5      Code
     1.6      Company Stock
     1.7      Compensation
     1.8      Disability
     1.9      Effective Date
     1.10     Employee
     1.11     Employer
     1.12     Employment Date
     1.13     Highly-Compensated Employee
     1.14     Hour of Service
     1.15     Leased Employee
     1.16     Nonhighly-Compensated Employee
     1.17     Normal Retirement Date
     1.18     Participant
     1.19     Plan
     1.20     Plan Year
     1.21     Trust
     1.22     Trustee
     1.23     Valuation Date
     1.24     Year of Service

ARTICLE TWO--SERVICE DEFINITIONS AND RULES
     2.1      Year of Service
     2.2      Break in Service
     2.3      Leave of Absence
     2.4      Year(s) of Service on Return to Employment
     2.5      Service in Excluded Job Classifications or with Related Companies

ARTICLE THREE--PLAN PARTICIPATION
     3.1      Participation
     3.2      Re-employment of Former Participant
     3.3      Termination of Eligibility

</TABLE>



<PAGE>


<TABLE>
<S>           <C>                                                                      <C>
ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS,
              ROLLOVERS AND TRANSFERS FROM OTHER PLANS
     4.1      Elective Deferrals
     4.2      Employer Contributions
     4.3      Rollovers and Transfers of Funds from Other Plans
     4.4      Timing of Contributions
     4.5      Employee "After-Tax" Contributions

ARTICLE FIVE--ACCOUNTING RULES
     5.1      Investment of Accounts and Accounting Rules
     5.2      Participants Omitted in Error

ARTICLE SIX--VESTING, RETIREMENT AND DISABILITY BENEFITS
     6.1      Vesting
     6.2      Forfeiture of Nonvested Balance
     6.3      Return to Employment Before Distribution of Vested Account Balance
     6.4      Normal Retirement
     6.5      Disability

ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS
     7.1 Manner of Payment
     7.2 Time of Commencement of Benefit Payments
     7.3 Furnishing Information
     7.4 Amount of Death Benefit
     7.5 Designation of Beneficiary
     7.6 Distribution of Death Benefits
     7.7 Eligible Rollover Distributions

ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS
     8.1      Loans
     8.2      Hardship Distributions
     8.3      Withdrawals After Age 59-1/2
     8.4      Withdrawals of After-Tax and Rollover Contributions
     8.5      For Former Williams Furnace Plan Participants:
              Withdrawals of Employer Contributions for Other
              Financial Needs

ARTICLE NINE--ADMINISTRATION OF THE PLAN
     9.1      Plan Administration
     9.2      Claims Procedure
     9.3      Trust Agreement

</TABLE>


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<TABLE>
<S>           <C>                                                                      <C>
ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS
    10.1      Distribution of Excess Elective Deferrals
    10.2      Limitations on 401(k) Contributions
    10.3      Nondiscrimination Test for Employer Matching and Employee
              After-Tax Contributions
    10.4      Limitation on the Multiple Use Alternative

ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS
    11.1      Rules and Definitions

ARTICLE TWELVE--AMENDMENT AND TERMINATION
    12.1      Amendment
    12.2      Termination of the Plan

ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS
    13.1      Applicability
    13.2      Definitions
    13.3      Allocation of Employer Contributions and Forfeitures for a
              Top-Heavy Plan Year
    13.4      Vesting

ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS
    14.1      Plan Does Not Affect Employment
    14.2      Successor to the Employer
    14.3      Repayments to the Employer
    14.4      Benefits not Assignable
    14.5      Merger of Plans
    14.6      Investment Experience not a Forfeiture
    14.7      Distribution to Legally Incapacitated
    14.8      Construction
    14.9      Governing Documents
    14.10     Governing Law
    14.11     Headings
    14.12     Counterparts
    14.13     Location of Participant or Beneficiary Unknown

</TABLE>


<PAGE>


                   CONTINENTAL MATERIALS CORPORATION EMPLOYEES

                         PROFIT SHARING RETIREMENT PLAN

WHEREAS, Continental Materials Corporation (hereinafter referred to as the
"Employer") heretofore adopted the Continental Materials Corporation Employees
Profit Sharing Retirement Plan (hereinafter referred to as the "Plan") for the
benefit of its eligible Employees; and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, Phoenix Manufacturing, Inc., a wholly-owned subsidiary of the Employer,
heretofore adopted the Phoenix Manufacturing, Inc. Employees Profit Sharing
Retirement Plan (hereinafter referred to as the "Phoenix Plan") for the benefit
of its eligible employees; and

WHEREAS, Phoenix Manufacturing, Inc. reserved the right to amend the Phoenix
Plan;

WHEREAS, the Employer and Phoenix Manufacturing, Inc. desire to merge the
Phoenix Plan into the Plan and the Employer desires to amend the Plan to reflect
the merger, as well as to modify certain administrative features of the Plan;
and

WHEREAS, it is intended that the Plan is to continue to be a qualified plan
under Section 401(a) of the Internal Revenue Code for the exclusive benefit of
the Participants and their Beneficiaries;

NOW, THEREFORE, the Phoenix Plan is merged into the Plan, and the Plan is hereby
amended by restating the Plan in its entirety as follows, effective as of
October 1, 1997.


<PAGE>


                            ARTICLE ONE--DEFINITIONS

For purposes of the Plan, unless the context or an alternative definition
specified within another Article provides otherwise, the following words and
phrases shall have the definitions provided:

1.1 "ACCOUNT" shall mean the individual bookkeeping accounts maintained for a
Participant under the Plan which shall record (a) the Participant's allocations
of Employer contributions and forfeitures, if applicable, (b) amounts of
Compensation deferred to the Plan pursuant to the Participant's election, (c)
any amounts transferred to this Plan under Section 4.3 from another qualified
retirement plan, (d) any "after-tax" contributions made to the Plan, and (e) the
allocation of Trust investment experience.

1.2 "ADMINISTRATOR" shall mean the Plan Administrator appointed from time to
time in accordance with the provisions of Article Nine hereof.

1.3 "BENEFICIARY" shall mean any person, trust, organization, or estate
designated by a participant to receive payment under the terms of the Plan upon
the death of a Participant.

1.4 "BREAK IN SERVICE" shall mean the twelve (12)-month computation period
specified in Article Two.

1.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

1.6 "COMPANY STOCK" shall mean shares of common stock of Continental Materials
Corporation.

1.7 "COMPENSATION" shall mean the compensation paid to a Participant by the
Employer in the Plan Year, but exclusive of any program of deferred compensation
or additional benefits payable other than in cash and any compensation received
prior to his becoming a Participant in the Plan. Compensation shall include any
amounts deferred under a salary reduction agreement in accordance with Section
4.1 or under a Code Section 125 plan maintained by the Employer.

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


                                       1

<PAGE>


Any reference in the Plan to the limitation under Section 401(a)(17) of the Code
shall mean the OBRA `93 annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in
determining a Participant's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA `93
annual compensation limit in effect for that prior determination period.

For purposes of determining who is a Highly-Compensated Employee, Compensation
shall mean compensation as defined in Code Section 414(q)(7).

1.8 "DISABILITY." Disability shall mean a "total and permanent" disability
incurred by a Participant while in the employ of the Employer. For this purpose,
a total and permanent disability shall mean suffering from a physical or mental
condition which, in the opinion of the Administrator and based upon appropriate
medical advice and examination, renders the Participant unable to perform his
normal work for the Employer or any other work for which he is qualified by
reason of education, training or experience.

1.9 "EFFECTIVE DATE." The Effective Date of this restated Plan, on and after
which it supersedes the terms of the existing Plan document, is October 1, 1997,
except where the provisions of the Plan shall otherwise specifically provide.

1.10 "EMPLOYEE" shall mean a common law employee of the Employer, who for the
entire period of his employment, was also treated as a common law employee on
the payroll records of the Employer.

1.11 "EMPLOYER" shall mean Continental Materials Corporation and any subsidiary
or affiliate which is a member of its "related group" (as defined in Section
2.5) which has adopted the Plan (a "Participating Affiliate"), and shall include
any successor(s) thereto which adopt this Plan. Any such subsidiary or affiliate
of Continental Materials Corporation may adopt the Plan with the approval of its
board of directors (or noncorporate counterpart) subject to the approval of
Continental Materials Corporation. The provisions of this Plan shall apply
equally to each Participating Affiliate and its Employees except as specifically
set forth in the Plan; provided, however, notwithstanding any other provision of
this Plan, the amount and timing of contributions under Article 4 to be made by
any Employer which is a Participating Affiliate shall be made subject to the
approval of Continental Materials Corporation. For purposes hereof, each
Participating Affiliate shall be deemed to have appointed Continental Materials
Corporation as its agent to act on its behalf in all matters relating to the
administration, amendment, termination of the Plan and the investment of the
assets of the Plan. For purposes of the Code and ERISA, the Plan as maintained
by Continental Materials Corporation and the Participating Affiliates shall
constitute a single plan rather than a separate plan of each Participating
Affiliate. All assets in the Trust shall be available to pay benefits to all
Participants and their Beneficiaries.

1.12 "EMPLOYMENT DATE" shall mean the first date as of which an Employee is
credited with an Hour of Service, provided that, in the case of a Break in
Service, the Employment Date shall be the first date thereafter as of which an
Employee is credited with an Hour of Service.


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<PAGE>


1.13 "HIGHLY-COMPENSATED EMPLOYEE" shall mean any Employee of the Employer who:

     (a) was a five percent (5%) owner of the Employer (as defined in Code
         Section 416(i)(1)) during the "determination year" or "look-back year";
         or

     (b) earned more than $80,000 (as increased by cost-of-living adjustments)
         of Compensation from the Employer during the "look-back year" and, if
         the Employer elects, was in the top twenty percent (20%) of Employees
         by Compensation for such year.

An Employee who separated from Service prior to the "determination year" shall
be treated as a Highly-Compensated Employee for the "determination year" if such
Employee was a Highly-Compensated Employee when such Employee separated from
Service, or was a Highly-Compensated Employee at any time after attaining age
fifty-five (55).

For purposes of this Section, the "determination year" shall be the Plan Year
for which a determination is being made as to whether an Employee is a
Highly-Compensated Employee. The "look-back year" shall be the twelve (12) month
period immediately preceding the "determination year".

1.14 "HOUR OF SERVICE" shall mean:

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

     (b) each hour for which an Employee is paid, or entitled to payment, by the
         Employer on account of a period of time during which no duties are
         performed (irrespective of whether the employment relationship has
         terminated) due to vacation, holiday, illness, incapacity (including
         disability), layoff, jury duty, involuntary military duty, or leave of
         absence. No more than five hundred and one (501) Hours of Service shall
         be credited under this subsection for any single continuous period
         during which no duties are performed (whether or not such period occurs
         in a single computation period). Hours under this subsection shall be
         calculated and credited pursuant to Section 2530.200b-2(b) and (c) of
         the Department of Labor Regulations which are incorporated herein by
         this reference; and

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

In crediting Hours of Service for Employees who are paid on an hourly basis, the
"actual" method shall be utilized. For this purpose, the "actual" method shall
mean the determination of Hours of Service from records of hours worked and
hours for which the Employer makes payment or for which payment is due from the
Employer, subject to the limitations enumerated above. In crediting Hours of
Service for


                                       3

<PAGE>


Employees who are not paid on an hourly basis, the "weeks of employment" method
shall be utilized. Under this method, an Employee shall be credited with
forty-five (45) Hours of Service for each week for which the Employee would be
required to be credited with at least one (1) Hour of Service pursuant to the
provisions enumerated above.

1.15 "LEASED EMPLOYEE" shall mean any person who, pursuant to an agreement
between the Employer and any other person or organization, has performed
services for the Employer (determined in accordance with Code Section 414(n)(6))
on a substantially full-time basis for a period of at least one (1) year and
where such services are performed under the primary direction and control of the
Employer. A person shall not be considered a Leased Employee if the total number
of Leased Employees does not exceed twenty percent (20%) of the
Nonhighly-Compensated Employees employed by the Employer, and if any such person
is covered by a money purchase pension plan providing (a) a nonintegrated
employer contribution rate of at least ten percent (10%) of compensation, as
defined in Section 11.1(b)(2) of the Plan but including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Sections 125, 402(g) or 403(b), (b) immediate
participation, and (c) full and immediate vesting.

1.16 "NONHIGHLY-COMPENSATED EMPLOYEE" shall mean an Employee of the Employer who
is not a Highly-Compensated Employee.

1.17 "NORMAL RETIREMENT DATE" shall mean a Participant's sixtieth (60th)
birthday.

1.18 "PARTICIPANT" shall mean any Employee who has satisfied the eligibility
requirements of Article Three and who is participating in the Plan.

1.19 "PLAN" shall mean the Continental Materials Corporation Employees Profit
Sharing Retirement Plan, as set forth herein and as may be amended from time to
time.

1.20 "PLAN YEAR" shall mean the twelve (12)-consecutive month period beginning
January 1 and ending December 31.

1.21 "TRUST" shall mean the Trust Agreement entered into between the Employer
and the Trustee forming part of this Plan, together with any amendments thereto.
"Trust Fund" shall mean any and all property held by the Trustee pursuant to the
Trust Agreement, together with income therefrom.

1.22 "TRUSTEE" shall mean the Trustee or Trustees appointed by the Employer, and
any successors thereto.


                                       4

<PAGE>


1.23 "VALUATION DATE" shall mean the date or dates established by the
Administrator for the valuation of the assets of the Plan. In no event shall the
assets of the Plan be valued less frequently than once each Plan Year.

1.24 "YEAR OF SERVICE" OR "SERVICE" and the special rules with respect to
crediting Service are in Article Two of the Plan.


                                       5

<PAGE>


                   ARTICLE TWO--SERVICE DEFINITIONS AND RULES


Service is the period of employment credited under the Plan. Definitions and
special rules related to Service are as follows:

2.1 YEAR OF SERVICE. For purposes of determining an Employee's eligibility to
participate in the Plan, an Employee shall be credited with a Year of Service if
he completes at least one thousand (1,000) Hours of Service during the twelve
(12)-consecutive month period commencing on his Employment Date. If an Employee
fails to be credited with at least one thousand (1,000) Hours of Service during
that computation period, he shall be credited with a Year of Service if he is
credited with at least one thousand (1,000) Hours of Service in any Plan Year
commencing on or after his Employment Date. For purposes of determining an
Employee's nonforfeitable right to that portion of his Account attributable to
Employer contributions, an Employee shall be credited with a Year of Service for
each Plan Year in which he is credited with at least one thousand (1,000) Hours
of Service. For eligibility purposes, an Employee shall be credited with a Year
of Service as of the last day of each such twelve (12) month period. For vesting
purposes, an Employee shall be credited with a Year of Service upon completion
of the one thousandth (1,000th) hour in each such twelve (12)-month period.

For purposes of this Section 2.1, any Employee who was a participant in the
Phoenix Manufacturing, Inc. Employees Profit Sharing Retirement Plan (the
"Phoenix Plan") and whose account balance thereunder was transferred to the Plan
in connection with the merger of the Phoenix Plan as of October 1, 1997, shall
be credited with any "Year(s) of Service" completed under the Phoenix Plan.

Notwithstanding the foregoing, in no event shall any individual be credited with
"Year(s) of Service" while employed as an independent contractor.

2.2 BREAK IN SERVICE. A Break in Service shall be a twelve (12)-month
computation period (as used for measuring Years of Service for vesting purposes)
in which an Employee or Participant is not credited with at least five hundred
and one (501) Hours of Service.

2.3 LEAVE OF ABSENCE. A Participant on an unpaid leave of absence pursuant to
the Employer's normal personnel policies shall be credited with Hours of Service
at his regularly-scheduled weekly rate while on such leave, provided the
Employer acknowledges in writing that the leave is with its approval. These
Hours of Service shall be credited only for purposes of determining if a Break
in Service has occurred and, unless specified otherwise by the Employer in
writing, shall not be credited for eligibility to participate in the Plan,
vesting, or qualification to receive an allocation of Employer contributions and
forfeitures, if applicable. Hours of Service during a paid leave of absence
shall be credited as provided in Section 1.14.


                                       6

<PAGE>


For any individual who is absent from work for any period by reason of the
individual's pregnancy, birth of the individual's child, placement of a child
with the individual in connection with the individual's adoption of the child,
or by reason of the individual's caring for the child for a period beginning
immediately following such birth or adoption, the Plan shall treat as Hours of
Service, solely for determining if a Break in Service has occurred, the
following Hours of Service:

     (a) the Hours of Service which otherwise normally would have been credited
         to such individual but for such absence; or

     (b) in any case where the Administrator is unable to determine the Hours of
         Service, on the basis of an assumed eight (8) hours per day.

In no event shall more than five hundred and one (501) of such hours be credited
by reason of such period of absence. The Hours of Service shall be credited in
the computation period (used for measuring Years of Service for vesting
purposes) which starts after the leave of absence begins. However, the Hours of
Service shall instead be credited in the computation period in which the absence
begins if it is necessary to credit the Hours of Service in that computation
period to avoid the occurrence of a Break in Service.

2.4 YEAR(S) OF SERVICE ON RETURN TO EMPLOYMENT. An Employee who returns to
employment after a Break in Service shall retain credit for his pre-Break Years
of Service; provided, however, that if a Participant incurs five (5) or more
consecutive Breaks in Service, any Years of Service performed thereafter shall
not be used to increase the nonforfeitable interest in his Account accrued prior
to such five (5) or more consecutive Breaks in Service.

2.5  SERVICE IN EXCLUDED JOB CLASSIFICATIONS OR WITH RELATED COMPANIES.

     (a) SERVICE WHILE A MEMBER OF AN INELIGIBLE CLASSIFICATION OF EMPLOYEES. An
         Employee who is a member of an ineligible classification of Employees
         shall not be eligible to participate in the Plan while a member of such
         ineligible classification. However, if any such Employee is transferred
         to an eligible classification, such Employee shall be credited with any
         prior Years of Service completed while a member of such an ineligible.
         For this purpose, an Employee shall be considered a member of an
         ineligible classification of Employees for any period during which: (i)
         he is a Leased Employee; or (ii) he is employed in a job classification
         which is excluded from participating in the Plan under Section 3.1
         below.

     (b) SERVICE WITH RELATED GROUP MEMBERS. For each Plan Year in which the
         Employer is a member of a "related group", as hereinafter defined, all
         Service of an Employee with any one or more members of such related
         group shall be treated as employment by the Employer for purposes of
         determining the Employee's Years of Service. The transfer of employment
         by any such Employee to another member of the related group shall not
         be deemed to constitute a retirement or other termination of employment
         by the Employee for purposes of the Plan, but the Employee shall be
         deemed to have continued in employment with the Employer for


                                       7

<PAGE>


         purposes hereof. For purposes of this subsection (b), "related group"
         shall mean the Employer and all corporations, trades or businesses
         (whether or not incorporated) which constitute a controlled group of
         corporations with the Employer, a group of trades or businesses under
         common control with the Employer, or an affiliated service group which
         includes the Employer, within the meaning of Section 414(b), Section
         414(c), or Section 414(m), respectively, of the Code or any other
         entity required to be aggregated under Code Section 414(o).

     (c) CONSTRUCTION. This Section is included in the Plan to comply with the
         Code provisions regarding the crediting of Service, and not to extend
         any additional rights to Employees in ineligible classifications other
         than as required by the Code and regulations thereunder.


                                       8

<PAGE>


                        ARTICLE THREE--PLAN PARTICIPATION

3.1 PARTICIPATION. All Employees participating in the Plan (or the Phoenix
Manufacturing, Inc. Employees Profit Sharing Retirement Plan) as of September
30, 1997 shall automatically be eligible to participate in the Plan as of the
Effective Date, subject to the terms hereof.

Each other Employee shall become a Participant under the Plan effective as of
the first day of the month coincident with or next following the Employee's
completion of one (1) Year of Service.

In no event, however, shall any Employee participate under the Plan while he is
a Leased Employee, independent contractor, or included in a unit of Employees
covered by a collective bargaining agreement between the Employer and the
Employee representatives under which retirement benefits were the subject of
good faith bargaining.

3.2 RE-EMPLOYMENT OF FORMER PARTICIPANT. A Participant whose participation
ceased because of termination of employment with the Employer shall participate
as soon as administratively possible following his re-employment.

3.3 TERMINATION OF ELIGIBILITY. In the event a Participant is no longer a member
of an eligible class of Employees and he becomes ineligible to participate, such
Employee shall participate as soon as administratively possible following his
return to an eligible class of Employees.

In the event an Employee who is not a member of an eligible class of Employees
becomes a member of an eligible class, such Employee shall participate as soon
as administratively possible thereafter, if such Employee has satisfied the
eligibility requirements of Section 3.1 and would have otherwise previously
become a Participant.

Notwithstanding the foregoing, if a Participant becomes covered by a collective
bargaining agreement and, as a result, becomes eligible to participate in the
Williams Furnace Co. Employees Profit Sharing Retirement Plan (the "Williams
Furnace Plan"), his Account under the Plan shall be transferred to the Williams
Furnace Plan and his Years of Service under the Plan shall be credited to the
Williams Furnace Plan. Correspondingly, if a Participant in the Williams Furnace
Plan transfers his classification and, as a result, becomes eligible to
participate in the Plan, his account under the Williams Furnace Plan shall be
transferred to the Plan and his "years of service" under the Williams Furnace
Plan shall be credited to the Plan.


                                       9

<PAGE>


            ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS,
                    ROLLOVERS AND TRANSFERS FROM OTHER PLANS

4.1  ELECTIVE DEFERRALS.

     (a) ELECTIONS. A Participant may elect to defer a portion of his
         Compensation for a Plan Year. The amount of a Participant's
         Compensation that is deferred in accordance with the Participant's
         election shall be withheld by the Employer from the Participant's
         Compensation on a ratable basis throughout the Plan Year, or in the
         case of any bonus, on a non ratable, single-sum basis. The amount
         deferred on behalf of each Participant shall be contributed by the
         Employer to the Plan and allocated to the Participant's Account.

     (b) CHANGES IN ELECTION. A Participant may prospectively elect to change or
         revoke the amount (or percentage) of his elective deferrals during the
         Plan Year by filing a written election with the Employer, or via a
         telephone "voice response" system designated by the Administrator,
         provided that a written confirmation is forwarded in response to such
         oral request.

     (c) LIMITATIONS ON DEFERRALS. No Participant shall defer an amount which
         exceeds $9,500 (or such amount as adjusted for cost-of-living increases
         under Section 402(g) of the Code) for any calendar year ending with or
         within the Plan Year.

     (d) ADMINISTRATIVE RULES. All elections made under this Section 4.1,
         including the amount and frequency of deferrals, shall be subject to
         the rules of the Administrator which shall be consistently applied and
         which may be changed from time to time.

4.2  EMPLOYER CONTRIBUTIONS.

     (a) EMPLOYER CONTRIBUTIONS. For each Plan Year, the Employer may contribute
         to the Plan, on behalf of the Participants eligible under Section
         4.2(b), such amount, if any, as may be determined by its board of
         directors. Such contribution shall be allocated among the Accounts of
         such eligible Participants employed by the applicable Employer in
         accordance with the ratio that each such eligible Participant's
         Compensation bears to the total Compensation of all such eligible
         Participants employed by the Employer for the Plan Year. Provided,
         however, that for such purposes, a Participant's Compensation shall be
         taken into account only for the period during which the Participant
         made elective deferrals for the Plan Year.

     (b) ELIGIBILITY FOR EMPLOYER CONTRIBUTIONS. To be eligible for a share of
         Employer contributions under Section 4.2(a) for a Plan Year, a
         Participant must (1) have made elective deferrals during such Plan
         Year, (2) have been credited with at least one thousand (1,000) Hours
         of Service in the Plan Year, and (3) be employed by the Employer on the
         last day of the Plan Year; provided, however, that if the Participant's
         failure to be credited with at least one thousand (1,000) Hours of
         Service and/or to be employed by the Employer on the last day of the
         Plan Year is due to the Participant's Disability, death or retirement
         on or after his Normal Retirement Date during the Plan Year, such
         Participant shall nevertheless be entitled to share in the allocation
         of any such contributions for such Plan Year.


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<PAGE>


4.3 ROLLOVERS AND TRANSFERS OF FUNDS FROM OTHER PLANS. With the approval of the
Administrator, there may be paid to the Trustee amounts which have been held
under other plans qualified under Code Section 401 either (a) maintained by the
Employer which have been discontinued or terminated with respect to any
Employee, or (b) maintained by another employer with respect to which any
Employee has ceased to participate. Any such transfer or rollover may also be
made by means of an Individual Retirement Account qualified under Section 408 of
the Code, where the Individual Retirement Account was used as a conduit from the
former plan. Any amounts so transferred on behalf of any Employee shall be
nonforfeitable and shall be maintained under a separate Plan account, to be paid
in addition to amounts otherwise payable under this Plan. The amount of any such
account shall be equal to the fair market value of such account as adjusted for
income, expenses, gains, losses, and withdrawals attributable thereto.

Notwithstanding anything contained herein to the contrary, in no event shall the
Administrator accept on behalf of any Employee a transfer of funds from a
qualified plan which would subject the Plan to the provisions of Section
401(a)(11) of the Code.

An Employee who would otherwise be eligible to participate in the Plan but for
the failure to satisfy the service requirement for participation as set forth
under Section 3.1, shall be eligible to complete a rollover to the Plan. Such an
Employee shall also be eligible to obtain a loan or withdrawal in accordance
with the provisions of Article Eight prior to satisfying service requirement.

4.4 TIMING OF CONTRIBUTIONS. Employer contributions shall be made to the Plan no
later than the time prescribed by law for filing the Employer's Federal income
tax return (including extensions) for its taxable year ending with or within the
Plan Year, or as soon as administratively possible thereafter. Elective
deferrals under Section 4.1 shall be paid to the Plan as soon as
administratively possible, but no later than the time prescribed by applicable
law, following receipt of such deferrals by the Administrator.

4.5 EMPLOYEE "AFTER-TAX" CONTRIBUTIONS. A Participant shall be permitted to make
"after-tax" contributions to the Plan, subject to rules and procedures as may be
established by the Plan Administrator from time to time. These contributions
shall be subject to the limitations under Section 10.3 and Section 11.1 and
shall not exceed ten percent (10%) of the Participant's Compensation for the
Plan Year.


                                       11

<PAGE>


                         ARTICLE FIVE--ACCOUNTING RULES

5.1  INVESTMENT OF ACCOUNTS AND ACCOUNTING RULES.

     (a) INVESTMENT FUNDS. The investment of Participants' Accounts shall be
         made in a manner consistent with the provisions of the Trust. The
         Administrator, in its discretion, may allow the Trust to provide for
         separate funds for the directed investment of each Participant's
         Account, including a Company Stock fund. In connection therewith, it is
         hereby provided that more than ten percent (10%) of the fair market
         value of the Plan's assets may be invested in the Company Stock fund.
         It is also hereby provided that a portion of the Company Stock fund
         shall be invested in cash and cash equivalents for liquidity purposes.

     (b) PARTICIPANT DIRECTION OF INVESTMENTS. Each Participant may direct how
         his Account is to be invested, among the available investment funds, in
         whole percentages as established by the Administrator. In the event a
         Participant fails to make an investment election, with respect to all
         or any portion of his Account, the Trustee shall invest all or such
         portion of his Account in the investment fund to be designated by the
         Administrator. A Participant may change his investment election, with
         respect to future contributions and, if applicable, forfeitures, and/or
         amounts previously accumulated in the Participant's Account, in
         writing, on such form as the Administrator shall specify, or via a
         telephone "voice response" system designated by the Administrator,
         provided that a written confirmation is forwarded in response to such
         oral request. Any such change in a Participant's investment election
         shall be effective at such time as may be prescribed by the
         Administrator. If the Plan's recordkeeper or investments are changed,
         the Administrator may suspend the Participants' investment direction of
         their Accounts.

     (c) ALLOCATION OF INVESTMENT EXPERIENCE. As of each Valuation Date, the
         investment fund(s) of the Trust shall be valued at fair market value,
         and the income, loss, appreciation and depreciation (realized and
         unrealized), and any paid expenses of the Trust attributable to such
         fund shall be apportioned among Participants' Accounts within the fund
         based upon the value of each Account within the fund as of the
         preceding Valuation Date.

     (d) ALLOCATION OF CONTRIBUTIONS. Employer contributions shall be allocated
         to the Account of each eligible Participant as of the last day of the
         period for which the contributions are made, or as soon as
         administratively possible thereafter. Elective deferrals shall be
         allocated to the Account of each Participant as soon as
         administratively practical following receipt of such contributions by
         the Administrator.

     (e) MANNER AND TIME OF DEBITING DISTRIBUTIONS. For any Participant who is
         entitled to receive a distribution from his Account, such distribution
         shall be made in accordance with the provisions of Section 7.2. The
         amount distributed shall be based upon the fair market value of the
         Participant's vested Account as of the Valuation Date preceding the
         distribution.


                                       12

<PAGE>


5.2 PARTICIPANTS OMITTED IN ERROR. In the event a Participant is not allocated a
share of the Employer contribution and/or forfeitures, if applicable, as a
result of an administrative error in any Plan Year, the Employer may elect to
either (a) make an additional contribution on behalf of such omitted Participant
in an appropriate amount, or (b) deduct the appropriate amount from the next
succeeding Employer contribution and/or forfeitures and allocate such amount to
the Participant's Account prior to making the allocations set forth under
Section 5.1(d).


                                       13

<PAGE>


            ARTICLE SIX--VESTING, RETIREMENT AND DISABILITY BENEFITS

6.1 VESTING. A Participant shall at all times have a nonforfeitable (vested)
right to his Account derived from elective deferrals, "after-tax" contributions,
Employer "fail-safe" contributions under Section 10.2, and rollovers or
transfers from other plans, as adjusted for investment experience. Except as
otherwise provided with respect to Normal Retirement, Disability, or death, a
Participant shall have a nonforfeitable (vested) right to a percentage of the
value of his Account derived from Employer contributions under Section 4.2(a) as
follows:

<TABLE>
<CAPTION>

              YEARS OF SERVICE                      VESTED PERCENTAGE
              ----------------                      -----------------
            <S>                                        <C>
            LESS THAN 1 YEAR                              0%
            1 YEAR BUT LESS THAN 2                       20%
            2 YEARS BUT LESS THAN 3                      30%
            3 YEARS BUT LESS THAN 4                      40%
            4 YEARS BUT LESS THAN 5                      60%
            5 YEARS BUT LESS THAN 6                      80%
            6 YEARS AND THEREAFTER                      100%

</TABLE>


6.2 FORFEITURE OF NONVESTED BALANCE. The nonvested portion of a Participant's
Account, as determined in accordance with Section 6.1, shall be forfeited as of
the earlier of (i) the date on which the Participant receives distribution of
his vested Account or (ii) the last day of the Plan Year in which the
Participant incurs five (5) consecutive Breaks in Service. However, no
forfeiture shall occur solely as a result of a Participant's withdrawal of
after-tax contributions. The amount forfeited shall be first used to pay
administrative expenses then used to reduce future Employer contributions under
Section 4.2(a).

If the Participant returns to the employment of the Employer prior to incurring
five (5) consecutive Breaks in Service, and prior to receiving distribution of
his vested Account, the nonvested portion shall be restored. However, if the
nonvested portion of the Participant's Account was allocated as a forfeiture as
the result of the Participant receiving distribution of his vested Account
balance, the nonvested portion shall be restored if:

     (a) the Participant resumes employment prior to incurring five (5)
         consecutive Breaks in Service; and

     (b) for Plan distributions made on and after the Effective Date, the
         Participant repays to the Plan, as of the earlier of (i) the date which
         is five (5) years after his reemployment date or (ii) the date which is
         the last day of the period in which the Participant incurs five (5)
         consecutive Breaks in Service, an amount equal to such total
         distribution derived from Employer contributions under Section 4.2 and,
         if applicable, Section 13.3.

The nonvested amount shall be restored to the Participant's Account, without
interest or adjustment for interim Trust valuation experience, by a special
Employer contribution or from the next succeeding Employer contribution and
forfeitures, as appropriate.


                                       14

<PAGE>


6.3 RETURN TO EMPLOYMENT BEFORE DISTRIBUTION OF VESTED ACCOUNT BALANCE. If
distribution is made to an Employee of less than the Employee's entire vested
Account, and if the Employee returns to Service, a separate record shall be
maintained of said Account balance. The Employee's vested interest at any time
in this separate account shall be an amount equal to the formula P(AB+D)-D,
where P is the vested percentage at the relevant time, AB is the Account balance
at the relevant time, and D is the amount of the distribution made to the
Employee.

6.4 NORMAL RETIREMENT. A Participant who is in the employment of the Employer at
his Normal Retirement Date shall have a nonforfeitable interest in one hundred
percent (100%) of his Account, if not otherwise one hundred percent (100%)
vested under the vesting schedule in Section 6.1. A Participant who continues
employment with the Employer after his Normal Retirement Date shall continue to
participate under the Plan.

6.5 DISABILITY. If a Participant incurs a Disability, the Participant shall have
a nonforfeitable interest in one hundred percent (100%) of his Account, if not
otherwise one hundred percent (100%) vested under the vesting schedule in
Section 6.1. Payment of such Participant's Account balance shall be made at the
time and in the manner specified in Article Seven, following receipt by the
Administrator of the Participant's written distribution request.


                                       15

<PAGE>


             ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS

7.1 MANNER OF PAYMENT. The Participant's vested Account shall be distributed to
the Participant (or to the Participant's Beneficiary in the event of the
Participant's death) in a single lump-sum payment. Distribution will normally be
made in the form of cash. However, any portion of the Participant's Account
invested in the Company Stock fund (as described in Section 5.1(a)) may, at the
election of the Participant or, as the case may be, the Participant's
Beneficiary, be distributed in the form of Company Stock; provided, however,
that any fractional shares, and the cash and cash equivalent portions of such
fund, shall be distributed in cash.

7.2 TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. Distribution of the Participant's
Account balance for a Participant who terminates employment on or after his
Normal Retirement Date, or as a result of his Disability, shall be made or
commence no later than sixty (60) days following the close of the Plan Year in
which such event occurred, or, if later, as soon as administratively practical,
following the filing of the Participant's election to receive distribution;
provided, however, that if the amount required to be distributed cannot be
ascertained by such date, distribution shall be made no later than sixty (60)
days after the earliest date on which such amount can be ascertained; and
provided, further, subject to the following provisions of this Section, if the
Participant's Account balance exceed $5,000 distribution shall not be made or
commence, unless the Participant otherwise requests in writing. In such event,
distribution shall commence as soon as administratively practical following
receipt by the Administrator of the Participant's written request.

If a Participant terminates employment for any reason other than Normal
Retirement, Disability or death, and if the Participant's vested Account does
not exceed $5,000, distribution of his vested Account balance shall be made or
commence as soon as administratively practical, following the close of the Plan
Year in which he separates from service. Subject to the following provisions of
this Section, if the vested balance of a Participant's Account exceeds $5,000,
distribution shall not be made or commence unless the Participant otherwise
requests in writing.

The failure of a Participant to consent to a distribution while his vested
Account balance is immediately distributable shall be deemed to be an election
to defer commencement of payment of his vested Account balance.

Notwithstanding any provision contained herein to the contrary, a Participant
who is not vested in any portion of his Account balance attributable to Employer
contributions shall be deemed to have received distribution of such portion of
his Account as of the end of the Plan Year in which he incurs a Break in
Service.

In no event shall distribution under the Plan be made later than the April 1st
following the end of the calendar year in which the Participant attains age
seventy and one-half (70 1/2), or, except for a Participant who is a five
percent (5%) owner of the Employer (within the meaning of Section 401(a)(9) of
the Code), if later, the April 1st following the calendar year in which the
Participant retires or otherwise separates from service. Notwithstanding the
foregoing, the provisions of this paragraph shall be subject to any prior
election form complying with the provisions of Section 242(b) of TEFRA.


                                       16

<PAGE>


In the event distribution is required to be made while the Participant is
employed by the Employer, such Participant may elect to receive only the minimum
amount required under Section 401(a)(9) of the Code and the regulations
thereunder.

7.3 FURNISHING INFORMATION. Prior to the payment of any benefit under the Plan,
each Participant or Beneficiary may be required to complete such administrative
forms and furnish such proof as may be deemed necessary or appropriate by the
Employer, Administrator, and/or Trustee.

7.4  AMOUNT OF DEATH BENEFIT.

     (a) DEATH BEFORE TERMINATION OF EMPLOYMENT. In the event of the death of a
         Participant while in the employ of the Employer, vesting in the
         Participant's Account shall be one hundred percent (100%), if not
         otherwise one hundred percent (100%) vested under Section 6.1, with the
         credit balance of the Participant's Account being payable to his
         Beneficiary.

     (b) DEATH AFTER TERMINATION OF EMPLOYMENT. In the event of the death of a
         former Participant after termination of employment, but prior to the
         complete distribution of his vested Account balance under the Plan, the
         undistributed vested balance of the Participant's Account shall be paid
         to the Participant's Beneficiary.

7.5 DESIGNATION OF BENEFICIARY. Each Participant shall file with the
Administrator a designation of Beneficiary to receive payment of any death
benefit payable hereunder if such Beneficiary should survive the Participant.
However, no Participant who is married shall be permitted to designate a
Beneficiary other than his spouse unless the Participant's spouse has signed a
written consent witnessed by a Plan representative or a notary public, which
provides for the designation of an alternate Beneficiary.

Subject to the above, Beneficiary designations may include primary and
contingent Beneficiaries, and may be revoked or amended at any time in similar
manner or form, and the most recent designation shall govern. In the absence of
an effective designation of Beneficiary, or if the Beneficiary dies before
complete distribution of the Participant's vested Account, all amounts shall be
paid to the surviving spouse of the Participant, if living, or, if there is no
surviving spouse, to the Participant's descendants (including legally adopted
children and their descendants) PER STIRPES, or, if none, to the Participant's
estate. Notification to Participants of the death benefits under the Plan and
the method of designating a Beneficiary shall be given at the time and in the
manner provided by regulations and rulings under the Code.

7.6 DISTRIBUTION OF DEATH BENEFITS. Distribution of any death benefit hereunder
shall be made within one (1) year of the Participant's death or, in the case of
a surviving spouse, within a reasonable time after the Participant's death or,
if the surviving spouse so elects and if the Participant's vested Account
exceeds $5,000, no later than the date on which the Participant would have
reached age seventy and one-half (70 1/2). If a surviving spouse dies before
distributions to the spouse begin, this paragraph shall be applied as if the
surviving spouse were the Participant.


                                       17

<PAGE>


Nothing within this Section shall, however, invalidate any Participant's
previous designation of a mode of paying death benefits, provided such
designation was made prior to January 1, 1984 and was in accordance with all
requirements announced by the Internal Revenue Service with respect to the
transitional rule established under Section 242(b) of TEFRA. No modification of
the mode set out in any such election shall be allowed, however, unless it is in
compliance with this Section 7.6.

7.7 ELIGIBLE ROLLOVER DISTRIBUTIONS. Notwithstanding the foregoing provisions of
this Article Seven, the provisions of this Section 7.7 shall apply to
distributions made under the Plan.

     (a) A distributee may elect, at the time and in the manner prescribed by
         the Administrator, to have any portion of an eligible rollover
         distribution paid directly to an eligible retirement plan specified by
         the distributee in a direct rollover.

     (b) Definitions:

         (i)       ELIGIBLE ROLLOVER DISTRIBUTION. 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 ten (10) years or more; any distribution
                   to the extent such distribution is required under Section
                   401(a)(9) of the Code; and the portion of any distribution
                   that is not includable in gross income (determined without
                   regard to the exclusion for net unrealized appreciation with
                   respect to employer securities).

         (ii)      ELIGIBLE RETIREMENT PLAN. 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.

         (iii)     DISTRIBUTEE. A distributee includes an Employee or former
                   Employee. In addition, the Employee's or former Employee's
                   surviving spouse and the Employee's or former Employee's
                   spouse or former spouse who is the alternate payee under a
                   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.

         (iv)      DIRECT ROLLOVER. A direct rollover is a payment by the Plan
                   to the eligible retirement plan specified by the distributee.


                                       18

<PAGE>


     (c) If a distribution is one to which Sections 401(a)(11) and 417 of the
         Code do not apply, such distribution may commence less than 30 days
         after the notice required under Section 1.411(a)-11(c) of the Income
         Tax Regulations is given, provided that:

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

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


                                       19

<PAGE>


                 ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS

8.1  LOANS.

     (a) PERMISSIBLE AMOUNT AND PROCEDURES. Upon the application of a
         Participant, the Administrator may, in accordance with a uniform and
         nondiscriminatory policy, direct the Trustee to grant a loan to the
         Participant, which loan shall be secured by the Participant's vested
         Account balance. The Participant's signature shall be required on a
         promissory note. In determining a rate of interest on such loan, the
         Administrator may refer to the rate of interest used for obligations of
         a comparable nature by commercial lending institutions within a radius
         of fifty (50) miles of the Employer's principal place of business.
         Participant loans shall be treated as segregated investments, and
         interest repayments shall be credited only to the Participant's
         Account.

     (b) LIMITATION ON AMOUNT OF LOANS. A Participant's loan shall not exceed
         the lesser of:

         (1)  $50,000, which amount shall be reduced by the highest outstanding
              loan balance during the preceding twelve (12)-month period; or

         (2)  one-half (1/2) of the vested value of the Participant's Account,
              determined as of the Valuation Date preceding the date of the
              Participant's loan.

Any loan must be repaid within five (5) years, unless made for the purpose of
acquiring the primary residence of the Participant, in which case such loan may
be repaid over a longer period of time not to exceed fifteen (15) years. The
repayment of any loan must be made in at least quarterly installments of
principal and interest. If a Participant defaults on any outstanding loan, the
unpaid balance, and any interest due thereon, shall become due and payable in
accordance with the terms of the underlying promissory note; provided, however,
that such foreclosure on the promissory note and attachment of security shall
not occur until a distributable event occurs in accordance with the provisions
of Article Seven.

If a Participant terminates employment while any loan balance is outstanding,
the unpaid balance, and any interest due thereon, shall become due and payable
in accordance with the terms of the underlying promissory note. If such amount
is not paid to the Plan, it shall be charged against the amounts that are
otherwise payable to the Participant or the Participant's Beneficiary under the
provisions of the Plan.

In the case of a Participant who has loans outstanding from other plans of the
Employer (or a member of the Employer's related group (within the meaning of
Section 2.5(b)), the Administrator shall be responsible for reporting to the
Trustee the existence of said loans in order to aggregate all such loans within
the limits of Section 72(p) of the Code.

8.2 HARDSHIP DISTRIBUTIONS. In the case of a financial hardship resulting from a
proven immediate and heavy financial need, a Participant may receive a
distribution not to exceed the lesser of (i) the vested value of the
Participant's Account (excluding earnings on his elective deferrals) determined
as of the Valuation Date immediately preceding such withdrawal request, or (ii)
the amount necessary to satisfy


                                       20

<PAGE>


the financial hardship. The amount of any such immediate and heavy financial
need may include any amounts necessary to pay Federal, state or local income
taxes or penalties reasonably anticipated to result from the distribution. Such
distribution shall be made in accordance with nondiscriminatory and objective
standards consistently applied by the Administrator. In this regard, any such
withdrawal shall first be made from any after-tax contributions, then from any
rollover contributions, then from any Employer contributions made pursuant to
Section 4.2 and then from any elective deferrals. Hardship distributions under
this Section shall be deemed to be the result of an immediate and heavy
financial need if such distribution is to (a) pay expenses for medical care (as
described in Section 213(d) of the Code) previously incurred by the Participant,
the Participant's spouse, or any dependents of the Participant (as defined in
Section 152 of the Code), or to permit the Participant, the Participant's
spouse, or any dependents of the Participant to obtain such medical care, (b)
purchase the principal residence of the Participant (excluding mortgage
payments), (c) pay tuition and related educational fees for the next twelve (12)
months of post-secondary education for the Participant, Participant's spouse, or
any of the Participant's dependents or (d) prevent the eviction of the
Participant from his principal residence or foreclosure on the Participant's
principal residence. In addition, any hardship distribution hereunder shall only
be made provided that the funds for such hardship are not available from other
financial resources of the Participant, the Participant's spouse or the
Participant's children. Distributions paid pursuant to this Section shall be
deemed to be made as of the Valuation Date immediately preceding the hardship
distribution, and the Participant's Account shall be reduced accordingly.

The provisions of this Section (relating to hardship distributions) are intended
to comply with Treasury Regulations issued under Section 401(k) of the Code, and
shall be so interpreted.

8.3 WITHDRAWALS AFTER AGE 59-1/2. After attaining age fifty-nine and one-half
(59-1/2), a Participant, by giving written notice to the Administrator, may
withdraw from the Plan a sum (a) not in excess of the credit balance of his
vested Account as of the Valuation Date preceding such notice and (b) not less
than such minimum amount as the Administrator may establish from time to time to
facilitate administration of the Plan. Any such withdrawals shall be made in
accordance with nondiscriminatory and objective standards consistently applied
by the Administrator.

8.4 WITHDRAWALS OF AFTER-TAX AND ROLLOVER CONTRIBUTIONS. A Participant, by
giving written notice to the Administrator, may withdraw from the Plan an amount
(a) not in excess of the credit balance of his Account attributable to any
rollover contributions and/or after-tax contributions made pursuant to Section
4.3, and Section 4.5, respectively and (b) not less than such minimum amount as
the Administrator may establish from time to time to facilitate administration
of the Plan. Any such withdrawals shall be made in accordance with
non-discriminatory and objective standards consistently applied by the
Administrator.

8.5 FOR FORMER WILLIAMS FURNACE PLAN PARTICIPANTS: WITHDRAWALS OF EMPLOYER
CONTRIBUTIONS FOR OTHER FINANCIAL NEEDS. The provisions of this Section shall
apply only to a Participant who has a portion of his Account transferred from
the Williams Furnace Co. Employees Profit Sharing Retirement Plan (the "Williams
Furnace Plan"). Where funds are needed to complete a major renovation to such
Participant's principal residence, or in the event of any other BONA FIDE
financial emergency as determined by the Administrator, the Participant may
receive a distribution not to exceed the lesser of (i) the vested value of the
Participant's Account derived from any Employer contributions transferred from
the Williams Furnace Plan and any Employer

                                       21

<PAGE>


contributions made under Section 4.2(a), determined as of the Valuation Date
immediately preceding such withdrawal request, or (ii) the amount necessary to
satisfy such financial need. The amount of such financial need may, however,
include any amounts necessary to pay Federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution. Such
distribution shall be made in accordance with non-discretionary and objective
standards consistently applied by the Administrator.


                                       22

<PAGE>


                    ARTICLE NINE --ADMINISTRATION OF THE PLAN

9.1 PLAN ADMINISTRATION. The Employer shall be the Plan Administrator,
hereinbefore and hereinafter called the Administrator, and "named fiduciary"
(for purposes of Section 402(a)(1) of the Employee Retirement Income Security
Act of 1974, as amended from time to time) of the Plan. The Employer may
designate a person or committee of persons to be the Administrator and named
fiduciary. The administration of the Plan, as provided herein, including a
determination of the payment of benefits to Participants and their
Beneficiaries, shall be the responsibility of the Administrator; provided,
however, that the Administrator may delegate any of its powers, authority,
duties or responsibilities to any person or committee of persons. In the event
more than one party shall act as Administrator, all actions shall be made by
majority decisions. In the administration of the Plan, the Administrator may (a)
employ agents to carry out nonfiduciary responsibilities (other than Trustee
responsibilities), (b) consult with counsel, who may be counsel to the Employer,
and (c) provide for the allocation of fiduciary responsibilities (other than
Trustee responsibilities) among its members. Actions dealing with fiduciary
responsibilities shall be taken in writing and the performance of agents,
counsel and fiduciaries to whom fiduciary responsibilities have been delegated
shall be reviewed periodically.

The expenses of administering the Plan and the compensation of all employees,
agents, or counsel of the Administrator, including accounting fees,
recordkeeper's fees, and the fees of any benefit consulting firm, shall be paid
by the Plan, or shall be paid by the Employer if the Employer so elects. To the
extent required by applicable law, compensation may not be paid by the Plan to
full-time Employees of the Employer.

In the event the Employer pays the expenses of administering the Plan, the
Employer may seek reimbursement from the Plan for the payment of such expenses.
Reimbursement shall be permitted only for Plan expenses paid by the Employer
within the last twelve (12)-month period.

The Administrator shall obtain from the Trustee, not less often than annually, a
report with respect to the value of the assets held in the Trust Fund, in such
form as may be required by the Administrator.

The Administrator shall administer the Plan and adopt such rules and regulations
as, in the opinion of the Administrator, are necessary or advisable to implement
and administer the Plan and to transact its business.

9.2 CLAIMS PROCEDURE. Pursuant to procedures established by the Administrator,
adequate notice in writing shall be provided to any Participant or Beneficiary
whose claim for benefits under the Plan has been denied within ninety (90) days
of receipt of such claim. Such notice shall be written in a manner calculated to
be understood by the claimant, shall advise the claimant the right to
administrative review, and shall set forth the specific reason for such denial,
the specific references to the pertinent Plan provisions on which the denial is
based, and a description of any additional material or information necessary to
perfect the claim, and an explanation of why such material or information is
necessary. If such review is requested by the claimant or his authorized
representative within ninety (90) days after receipt by the claimant of written
notification of denial of his claim, the Administrator shall afford a reasonable
opportunity for a full and fair review by the Administrator of the decision
denying the claim. The review shall focus on the additional facts, legal
interpretations or material, if any, presented by the claimant. The
Administrator shall, within sixty (60) days (or if special circumstances apply,
one hundred twenty (120) days) of a request for review, render a written
decision on its review setting forth the specific reasons for such decision,
written in a manner calculated to be understood by the claimant.


                                       23

<PAGE>


9.3 TRUST AGREEMENT. The Trust Agreement entered into by and between the
Employer and the Trustee, including any supplements or amendments thereto, or
any successor Trust Agreement, is incorporated by reference herein.


                                       24

<PAGE>


                   ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS

10.1 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS. If the amount of any elective
deferrals made by a Participant exceeds the dollar limitation of Section 4.1(c),
then the excess amount, and any income allocable thereto, shall be distributed
to such Participant subject to the requirements of applicable law.

10.2  LIMITATIONS ON 401(K) CONTRIBUTIONS.

     (a) AVERAGE ACTUAL DEFERRAL PERCENTAGE TEST. Amounts contributed as
         elective deferrals under Section 4.1(a) and any "fail-safe"
         contributions made under this Section, are considered to be amounts
         deferred pursuant to Section 401(k) of the Code. For purposes of this
         Article, these amounts are referred to as the "deferred amounts." For
         purposes of the "average actual deferral percentage test" described
         below, such deferred amounts must be made before the last day of the
         twelve (12)-month period immediately following the Plan Year to which
         the contributions relate. The Employer shall maintain records
         sufficient to demonstrate satisfaction of the average actual deferral
         percentage test and the deferred amounts used in such test.

         As of the last day of each Plan Year, the deferred amounts for the Plan
         Year for the Participants who are Highly-Compensated Employees shall
         satisfy either of the following tests:

         (1)  The average actual deferral percentage for the eligible
              Participants who are Highly-Compensated Employees shall not exceed
              the average actual deferral percentage for eligible Participants
              who are Nonhighly-Compensated Employees multiplied by 1.25; or

         (2)  The average actual deferral percentage for eligible Participants
              who are Highly-Compensated Employees shall not exceed the average
              actual deferral percentage of eligible Participants who are
              Nonhighly-Compensated Employees multiplied by two (2), provided
              that the average actual deferral percentage for eligible
              Participants who are Highly-Compensated Employees does not exceed
              the average actual deferral percentage for eligible Participants
              who are Nonhighly-Compensated Employees by more than two (2)
              percentage points, or such lesser amount as the Secretary of the
              Treasury shall prescribe to prevent the multiple use of this
              alternative limitation with respect to any Highly-Compensated
              Employee.

For purposes of the above tests, the "actual deferral percentage" shall mean the
ratio (expressed as a percentage) that the deferred amounts, which are allocated
to the Participant's Account as of any day in the Plan Year, on behalf of each
eligible Participant for the Plan Year bears to the eligible Participant's
compensation, as defined in Code Section 414(s) and the regulations promulgated
thereunder. The "average actual deferral percentage" shall mean the average
(expressed as a percentage) of the actual deferral percentages of the eligible
Participants in each group. "Eligible Participant" shall mean each Employee who
is eligible to participate in the Plan under Section 3.1.


                                       25

<PAGE>


For purposes of this Section 10.2, the actual deferral percentage for any
eligible Participant who is a Highly-Compensated Employee for the Plan Year and
who is eligible to have elective deferrals allocated to his account under two
(2) or more plans or arrangements described in Code Section 401(k) that are
maintained by the Employer or any employer who is a related group member (within
the meaning of Section 2.5(b)) shall be determined as if all such deferrals were
made under a single arrangement. In the event that this Plan satisfies the
requirements of Code Section 410(b) only if aggregated with one (1) or more
other plans, or if one (1) or more other plans satisfy the requirements of Code
Section 410(b) only if aggregated with this Plan, then the provisions of this
Section 10.2 shall be applied by determining the actual deferral percentage of
eligible Participants as if all such plans were a single plan.

The determination and treatment of deferred amounts and the actual deferral
percentage of any Participant shall be subject to the prescribed requirements of
the Secretary of the Treasury.

In the event the average actual deferral percentage test is not satisfied for a
Plan Year, the Employer, in its discretion, may make a special "fail-safe"
contribution on behalf of any Participants who are Nonhighly Compensated
Employees, to be allocated among their Accounts in proportion to their
Compensation for the Plan Year.

     (b) DISTRIBUTIONS OF EXCESS CONTRIBUTIONS.

         (1)  IN GENERAL. If the average actual deferral percentage test of
              Section 10.2(a) is not satisfied for a Plan Year, then the "excess
              contributions", and income allocable thereto, shall be
              distributed, to the extent required under Treasury regulations, no
              later than the last day of the Plan Year following the Plan Year
              for which the excess contributions were made. However, if such
              excess contributions are distributed later than two and one-half
              (2-1/2) months following the last day of the Plan Year in which
              such excess contributions were made, a ten percent (10%) excise
              tax shall be imposed upon the Employer with respect to such excess
              contributions.

         (2)  EXCESS CONTRIBUTIONS. For purposes of this Section, "excess
              contributions" shall consist of the excess of the aggregate amount
              of deferred amounts made by or on behalf of the affected
              Highly-Compensated Employee over the maximum amount of all such
              contributions permitted under the test under Section 10.2(a). In
              reducing the excess contribution hereunder, the reduction shall be
              first applied to the Highly-Compensated Employee with the highest
              percentage under Section 10.2(a). If reductions are further
              required to comply with Section 10.2(a), such reductions shall be
              applied to the Highly-Compensated Employee with the next highest
              percentage, and so forth until the nondiscrimination test of
              Section 10.2(a) is satisfied.

         (3)  DETERMINATION OF INCOME. The income allocable to excess
              contributions shall be determined by multiplying the income
              allocable to the Participant's deferred amounts for the Plan Year
              by a fraction, the numerator of which is the excess contributions
              made on behalf of the Participant for the Plan Year, and the
              denominator of which is the sum of the Participant's Account
              balances attributable to the Participant's deferred amounts on the
              last day of the Plan Year.


                                       26

<PAGE>


         (4)  MAXIMUM DISTRIBUTABLE AMOUNT. The excess contributions to be
              distributed to a Participant shall be adjusted for income and, if
              there is a loss allocable to the excess contribution, shall in no
              event be less than the lesser of the Participant's Account under
              the Plan or the Participant's deferred amounts for the Plan Year.
              Excess contributions shall be distributed from that portion of the
              Participant's Account attributable to such deferred amounts to the
              extent allowable under Treasury regulations.

10.3 NONDISCRIMINATION TEST FOR EMPLOYER MATCHING AND EMPLOYEE AFTER-TAX
     CONTRIBUTIONS.

     (a) AVERAGE CONTRIBUTION PERCENTAGE TEST. The provisions of this Section
         shall apply if Employer contributions are made in any Plan Year under
         Section 4.2(a) and/or if Employee after-tax contributions are made to
         the Plan under Section 4.5.

         As of the last day of each Plan Year, the average contribution
         percentage for Highly-Compensated Employees for the Plan Year shall
         satisfy either of the following tests:

         (1)  The average contribution percentage for eligible Participants who
              are Highly-Compensated Employees shall not exceed the average
              contribution percentage for eligible Participants who are
              Nonhighly-Compensated Employees for the Plan Year multiplied by
              1.25; or

         (2)  The average contribution percentage for eligible Participants who
              are Highly-Compensated Employees shall not exceed the average
              contribution percentage for eligible Participants who are
              Nonhighly-Compensated Employees for the Plan Year multiplied by
              two (2), provided that the average contribution percentage for
              eligible Participants who are Highly-Compensated Employees does
              not exceed the average contribution percentage for eligible
              Participants who are Nonhighly-Compensated Employees by more than
              two (2) percentage points or such lesser amount as the Secretary
              of the Treasury shall prescribe to prevent the multiple use of
              this alternative limitation with respect to any Highly-Compensated
              Employee.

For purposes of the above tests, the "average contribution percentage" shall
mean the average (expressed as a percentage) of the contribution percentages of
the "eligible Participants" in each group. The contribution percentage" shall
mean the ratio (expressed as a percentage) that the sum of Employer
contributions, and, if applicable, Employee after-tax contributions, and
elective deferrals (to the extent such elective deferrals are not used to
satisfy the average actual deferral percentage test of Section 10.2) under the
Plan on behalf of the eligible Participant for the Plan Year bears to the
eligible Participant's compensation (as defined in Code Section 414(s) and the
regulations promulgated thereunder) for the Plan Year. "Eligible Participant"
shall mean each Employee who is eligible to participate in the Plan under
Section 3.1.


                                       27

<PAGE>


For purposes of this Section 10.3, the contribution percentage for any eligible
Participant who is a Highly-Compensated Employee for the Plan Year and who is
eligible to have Employer contributions or elective deferrals allocated to his
account under two (2) or more plans described in Section 401(a) of the Code or
under arrangements described in Section 401(k) of the Code that are maintained
by the Employer or any member of the Employer's related group (within the
meaning of Section 2.5(b)), shall be determined as if all such contributions and
elective deferrals were made under a single plan.

In the event that this Plan satisfies the requirements of Section 410(b) of the
Code only if aggregated with one (1) or more other plans, or if one (1) or more
other plans satisfy the requirements of Section 410(b) of the Code only if
aggregated with this Plan, then the provisions of this Section 10.3 shall be
applied by determining the contribution percentages of eligible Participants as
if all such plans were a single plan.

The determination and treatment of the contribution percentage of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.

     (b) DISTRIBUTION OF EXCESS EMPLOYER MATCHING CONTRIBUTIONS.

         (1)  IN GENERAL. If the nondiscrimination tests of Section 10.3(a) are
              not satisfied for a Plan Year, then the "excess contributions",
              and any income allocable thereto, shall be forfeited, if otherwise
              forfeitable, no later than the last day of the Plan Year following
              the Plan Year for which the nondiscrimination tests are not
              satisfied, and shall be used to reduce Employer contributions
              under Section 4.2(a). To the extent that such "excess
              contributions" are nonforfeitable, such excess contributions shall
              be distributed to the Participant on whose behalf the excess
              contributions were made no later than the last day of the Plan
              Year following the Plan Year for which such "excess contributions"
              were made. However, if such excess contributions are distributed
              later than two and one-half (2-1/2) months following the last day
              of the Plan Year in which such excess contributions were made, a
              ten percent (10%) excise tax shall be imposed upon the Employer
              with respect to such excess contributions. For purposes of the
              limitations of Section 11.1(b)(1) of the Plan, excess
              contributions shall be considered annual additions.

         (2)  EXCESS CONTRIBUTIONS. For purposes of this Section, "excess
              contributions" shall consist of the excess of the amount of
              Employer contributions and, if applicable, Employee after-tax
              contributions, and elective deferrals (to the extent not used to
              satisfy the average actual deferral percentage test of Section
              10.2) made on behalf of the affected Highly-Compensated Employee
              over the maximum amount of all such contributions permitted under
              the nondiscrimination tests under Section 10.3(a). In reducing the
              excess contribution hereunder, the reduction shall be first
              applied to the Highly-Compensated Employee with the highest
              percentage under Section 10.3(a). If reductions are further
              required to comply with Section 10.3(a), such reductions shall be
              applied to the Highly-Compensated Employee with the next highest
              percentage, and so forth until the nondiscrimination tests of
              Section 10.3(a) are satisfied.


                                       28

<PAGE>


         (3)  DETERMINATION OF INCOME. The income allocable to excess
              contributions shall be determined by multiplying the income
              allocable to the Employer contributions and, if applicable,
              Employee after-tax contributions, and such elective deferrals by a
              fraction, the numerator of which is the excess contributions on
              behalf of the Participant for the Plan Year, and the denominator
              of which is the sum of the Participant's Account balances
              attributable to Employer contributions and, if applicable,
              Employee after-tax contributions, and such elective deferrals, on
              the last day of the Plan Year.

              Notwithstanding the foregoing, to the extent otherwise required to
              comply with the requirements of Section 401(a)(4) of the Code and
              the regulations thereunder, vested Employer contributions made
              pursuant to Section 4.2(a) may be forfeited.

10.4 LIMITATION ON THE MULTIPLE USE ALTERNATIVE. The sum of the average actual
deferral percentage of Highly-Compensated Employees under Section 10.2(a) and
the average contribution percentage of Highly-Compensated Employees under
Section 10.3(a) shall not exceed the "aggregate limit", as defined in Section
401(m)(9) of the Code and the regulations promulgated thereunder.

If the aggregate limit is exceeded, the average contribution percentage of the
Highly-Compensated Employees shall be reduced in accordance with the provisions
of Section 10.3(b). In lieu of reducing the average contribution percentage, the
Administrator may reduce the average actual deferral percentage of the
Highly-Compensated Employees in accordance with the provisions of Section
10.2(b). The reductions under this Section shall be made only to the extent
necessary to comply with the restrictions on the multiple use of the
"alternative limitation" within the meaning of Code Section 401(m)(9).


                                       29

<PAGE>


                 ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS

11.1 RULES AND DEFINITIONS.

     (a) RULES. The following rules shall limit additions to Participants'
         Accounts:

         (1)  If the Participant does not participate, and has never
              participated, in another qualified plan maintained by the
              Employer, the amount of annual additions which may be credited to
              the Participant's Account for any limitation year shall not exceed
              the lesser of the "maximum permissible" amount (as hereafter
              defined) or any other limitation contained in this Plan. If the
              Employer contribution that would otherwise be allocated to the
              Participant's Account would cause the annual additions for the
              limitation year to exceed the maximum permissible amount, the
              amount allocated shall be reduced so that the annual additions for
              the limitation year shall equal the maximum permissible amount.

         (2)  Prior to determining the Participant's actual compensation for the
              limitation year, the Employer may determine the maximum
              permissible amount for a Participant on the basis of a reasonable
              estimation of the Participant's compensation for the limitation
              year, uniformly determined for all Participants similarly
              situated.

         (3)  As soon as is administratively feasible after the end of the
              limitation year, the maximum permissible amount for the limitation
              year shall be determined on the basis of the Participant's actual
              compensation for the limitation year.

         (4)  If there is an excess amount, the excess shall be disposed of as
              follows:

              (A)  Any nondeductible voluntary Employee after-tax contributions
                   and, to the extent elected by the Administrator pursuant to a
                   nondiscriminatory procedure, elective deferrals under Section
                   4.1(a), and any earnings thereon, to the extent they would
                   reduce the excess amount, shall be returned to the
                   Participant.

              (B)  If an excess amount still exists after the application of
                   subparagraph (A), and the Participant is covered by the Plan
                   at the end of the limitation year, the excess amount in the
                   Participant's Account shall be used to reduce Employer
                   contributions (including any allocation of forfeitures, if
                   applicable) for such Participant in the next limitation year,
                   and each succeeding limitation year if necessary;

              (C)  If an excess amount still exists after the application of
                   subparagraphs (A) and (B), and the Participant is not covered
                   by the Plan at the end of the limitation year, the excess
                   amount shall be held unallocated in a suspense account and
                   applied to reduce future Employer contributions (including
                   allocation of any forfeitures) for all remaining Participants
                   in the next limitation year, and each succeeding limitation
                   year if necessary.


                                       30

<PAGE>


              (D)  If a suspense account is in existence at any time during the
                   limitation year pursuant to this Section 11.1(a)(4), it shall
                   not participate in the allocation of the Trust's investment
                   gains and losses. In addition, all amounts held in the
                   suspense account shall be allocated and reallocated to
                   Participants' Accounts before any Employer or Employee
                   contributions may be made for the limitation year.

         (5)  If, in addition to this Plan, the Participant is covered under
              another defined contribution plan maintained by the Employer, or a
              welfare benefit fund, as defined in Code Section 419(e),
              maintained by the Employer, or an individual medical account, as
              defined in Code Section 415(1)(2), maintained by the Employer
              which provides an annual addition, the annual additions which may
              be credited to a Participant's account under all such plans for
              any such limitation year shall not exceed the maximum permissible
              amount. Benefits shall be reduced under any discretionary defined
              contribution plan before they are reduced under any defined
              contribution pension plan. If both plans are discretionary
              contribution plans, they shall first be reduced under this Plan.
              Any excess amount attributable to this Plan shall be disposed of
              in the manner described in Section 11.1(a)(4).

         (6)  If the Employer maintains, or at any time maintained, a qualified
              defined benefit plan covering any Participant in this Plan, the
              sum of the Participant's defined benefit plan fraction and defined
              contribution plan fraction shall not exceed 1.0 in any limitation
              year. The annual additions which may be credited to the
              Participant's Account under this Plan for any limitation year
              shall be limited so that if the limitations of Code Section 415(e)
              become applicable, benefits under a defined contribution plan
              shall have first been provided before benefits under a defined
              benefit plan are provided.

         (7)  In any Plan Year in which the Plan becomes a Super Top-Heavy Plan
              (as defined in Section 13.2(b)), the denominators of the defined
              benefit fraction and defined contribution fraction shall be
              computed using one hundred percent (100%) of the maximum dollar
              limitation instead of one hundred and twenty-five percent (125%).

         (8)  In any year in which the Plan is a Top-Heavy Plan (as defined in
              Section 13.2(c)) (but not a Super Top-Heavy Plan), the limitations
              shall be similarly reduced, subject to the special provisions of
              Section 13.3, which provide for the use of the one hundred and
              twenty-five percent (125%) limitation subject to the added minimum
              allocations.

     (b) DEFINITIONS.

         (1)  ANNUAL ADDITIONS: The following amounts credited to a
              Participant's Account for the limitation year shall be treated as
              annual additions:

              (A)  Employer contributions;

              (B)  Elective deferrals;

              (C)  Employee after-tax contributions, if any;


                                       31

<PAGE>


              (D)  Forfeitures, if any; and

              (E)  Amounts allocated after March 31, 1984 to an individual
                   medical account, as defined in Section 415(l)(2) of the Code,
                   which is part of a defined benefit plan maintained by the
                   Employer. Also, amounts derived from contributions paid or
                   accrued after December 31, 1985 in taxable years ending after
                   such date which are attributable to post-retirement medical
                   benefits allocated to the separate account of a Key Employee,
                   as defined in Section 419A(d)(3), and amounts under a welfare
                   benefit fund, as defined in Section 419(e), maintained by the
                   Employer, shall be treated as annual additions to a defined
                   contribution plan.

                   For this purpose, any excess amount applied under Section
                   11.1(a)(4) in the limitation year to reduce Employer
                   contributions shall be considered annual additions for such
                   limitation year.

              (2)  COMPENSATION: For purposes of determining maximum permitted
                   benefits under this Section, compensation shall include all
                   of a Participant's earned income, wages, salaries, and fees
                   for professional services, and other amounts received for
                   personal services actually rendered in the course of
                   employment with the Employer, including, but not limited to,
                   commissions paid to salesmen, compensation for services on
                   the basis of a percentage of profits, commissions on
                   insurance premiums, tips and bonuses, and excluding the
                   following:

                   (A)  Employer contributions to a plan of deferred
                        compensation which are not included in the Employee's
                        gross income for the taxable year in which contributed,
                        or Employer contributions under a simplified employee
                        pension plan (funded with individual retirement accounts
                        or annuities) to the extent such contributions are
                        deductible by the Employee, or any distributions from a
                        plan of deferred compensation;

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

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

                   (D)  Other amounts which received special tax benefits, or
                        contributions made by the Employer (whether or not under
                        a salary reduction agreement) toward the purchase of an
                        annuity described in Section 403(b) of the Code (whether
                        or not the amounts are actually excludable from the
                        gross income of the Employee).

                   Compensation shall be measured on the basis of compensation
                   paid in the limitation year.


                                       32

<PAGE>


              (3)  DEFINED BENEFIT FRACTION: This shall mean a fraction, the
                   numerator of which is the sum of the Participant's projected
                   annual benefits under all the defined benefit plans
                   maintained or previously maintained by the Employer, and the
                   denominator of which is the lesser of one hundred and
                   twenty-five percent (125%) of the dollar limitation in effect
                   for the limitation year under Section 415(b)(1)(A) of the
                   Code or one hundred and forty percent (140%) of the highest
                   average compensation including any adjustment under Code
                   Section 415(b).

              (4)  DEFINED CONTRIBUTION FRACTION: This shall mean a fraction,
                   the numerator of which is the sum of the annual additions to
                   the Participant's account under all the defined contribution
                   plans (whether or not terminated), welfare benefit funds, and
                   individual medical accounts maintained by the Employer for
                   the current and all prior limitation years, and the
                   denominator of which is the sum of the maximum aggregate
                   amounts for the current and all prior limitation years of
                   Service with the Employer, regardless of whether a defined
                   contribution plan was maintained by the Employer.

                   The maximum aggregate amount in any limitation year is the
                   lesser of one hundred and twenty-five percent (125%) of the
                   dollar limitation then in effect under Section 415(c)(1)(A)
                   of the Code or thirty-five (35%) of the Participant's
                   compensation for such year.

                   If the Employee, as of the end of the first day of the first
                   limitation year beginning after December 31, 1986, was a
                   participant in one (1) or more defined contribution plans
                   maintained by the Employer which were in existence on May 5,
                   1986, the numerator of this fraction shall be adjusted if the
                   sum of this fraction and the defined benefit fraction would
                   otherwise exceed 1.0 under the terms of this Plan. Under the
                   adjustment, an amount equal to the product of (i) the excess
                   of the sum of the fractions over 1.0 and (ii) the denominator
                   of this fraction, will be permanently subtracted from the
                   numerator of this fraction. The adjustment is calculated
                   using the fractions as they would be computed as of the end
                   of the last limitation year beginning before January 1, 1987,
                   and disregarding any changes in the terms and conditions of
                   the Plan made after May 5, 1986, but using the Code Section
                   415 limitation applicable to the first limitation year
                   beginning on or after January 1, 1987.

                   The annual addition for any limitation year beginning before
                   January 1, 1987, shall not be recomputed to treat all
                   Employee contributions as annual additions.

              (5)  DEFINED CONTRIBUTION DOLLAR LIMITATION: This shall mean the
                   greater of $30,000 or one-fourth (1/4) of the defined benefit
                   dollar limitation of Section 415(b)(1) of the Code in effect
                   for the limitation year.


                                       33

<PAGE>


              (6)  EMPLOYER: This term refers to the Employer that adopts this
                   Plan, and all members of a controlled group of corporations
                   (as defined in Section 414(b) of the Code, as modified by
                   Section 415(h)), commonly-controlled trades or businesses (as
                   defined in Section 414(c), as modified by Section 415(h)), or
                   affiliated service groups (as defined in Section 414(m)) of
                   which the Employer is a part, or any other entity required to
                   be aggregated with the Employer under Code Section 414(o).

              (7)  HIGHEST AVERAGE COMPENSATION: This means the average
                   compensation for the three (3) consecutive limitation years
                   with the Employer that produces the highest average.

              (8)  LIMITATION YEAR: This shall mean the Plan Year.

              (9)  MAXIMUM PERMISSIBLE AMOUNT: This shall mean an amount equal
                   to the lesser of the defined contribution dollar limitation
                   or twenty-five percent (25%) of the Participant's
                   compensation for the limitation year. If a short limitation
                   year is created because of an amendment changing the
                   limitation year to a different twelve (12)-consecutive month
                   period, the maximum permissible amount shall not exceed the
                   defined contribution dollar limitation multiplied by the
                   following fraction:

                   NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
                                       12

              (10) PROJECTED ANNUAL BENEFIT: This is the annual retirement
                   benefit (adjusted to an actuarially equivalent straight life
                   annuity if such benefit is expressed in a form other than a
                   straight life annuity or qualified joint and survivor
                   annuity) to which the Participant would be entitled under the
                   terms of the plan, assuming:

                   (A)  the Participant will continue employment until normal
                        retirement age under the plan (or current age, if
                        later), and

                   (B)  the Participant's compensation for the current
                        limitation year and all other relevant factors used to
                        determine benefits under the plan will remain constant
                        for all future limitation years.


                                       34

<PAGE>


                    ARTICLE TWELVE--AMENDMENT AND TERMINATION

12.1 AMENDMENT. The Employer, by resolution of its board of directors, (or, to
the extent permitted by resolution of such board of directors, by action of a
duly authorized officer of the Employer) shall have the right to amend, alter or
modify the Plan at any time, or from time to time, in whole or in part. Any such
amendment shall become effective under its terms upon adoption by the Employer.
However, no amendment affecting the duties, powers or responsibilities of the
Trustee may be made without the written consent of the Trustee. No amendment
shall be made to the Plan which shall:

     (a) make it possible (other than as provided in Section 14.3) for any part
         of the corpus or income of the Trust Fund (other than such part as may
         be required to pay taxes and administrative expenses) to be used for or
         diverted to purposes other than the exclusive benefit of the
         Participants or their Beneficiaries;

     (b) decrease a Participant's account balance or eliminate an optional form
         of payment with respect to benefits accrued as of the later of (i) the
         date such amendment is adopted, or (ii) the date the amendment becomes
         effective; or

     (c) alter the schedule for vesting in a Participant's Account with respect
         to any Participant with three (3) or more Years of Service for vesting
         purposes without his consent or deprive any Participant of any
         nonforfeitable portion of his Account.

Notwithstanding the other provisions of this Section or any other provisions of
the Plan, any amendment or modification of the Plan may be made retroactively if
necessary or appropriate to conform to or to satisfy the conditions of any law,
governmental regulation, or ruling, and to meet the requirements of the Employee
Retirement Income Security Act of 1974, as it may be amended.

12.2 TERMINATION OF THE PLAN. The Employer, by resolution of its board of
directors, reserves the right at any time and in its sole discretion to
discontinue payments under the Plan and to terminate the Plan. In the event the
Plan is terminated, or upon complete discontinuance of contributions under the
Plan by the Employer, the rights of each Participant to his Account on the date
of such termination or discontinuance of contributions, to the extent of the
fair market value under the Trust Fund, shall become fully vested and
nonforfeitable. The Employer shall direct the Trustee to distribute the Trust
Fund in accordance with the Plan's distribution provisions to the Participants
and their Beneficiaries, each Participant or Beneficiary receiving a portion of
the Trust Fund equal to the value of his Account as of the date of distribution.
These distributions may be implemented by the continuance of the Trust and the
distribution of the Participants' Account shall be made at such time and in such
manner as though the Plan had not terminated, or by any other appropriate
method, including rollover into Individual Retirement Accounts. Upon
distribution of the Trust Fund, the Trustee shall be discharged from all
obligations under the Trust and no Participant or Beneficiary shall have any
further right or claim therein. If a partial termination of the Plan is deemed
to have occurred, this Section shall apply only to those Participant's affected
by such partial termination.


                                       35

<PAGE>


                     ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS

13.1 APPLICABILITY. The provisions of this Article shall become applicable only
for any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section
13.2(c)). The determination of whether the Plan is a Top-Heavy Plan shall be
made each Plan Year by the Administrator.

13.2 DEFINITIONS. For purposes of this Article, the following definitions shall
apply:

     (a) "KEY EMPLOYEE": "Key Employee" shall mean any Employee or former
         Employee (and the Beneficiaries of such Employee) who, at any time
         during the determination period, was (1) an officer of the Employer
         earning compensation (as defined in Section 416(i) of the Code) in
         excess of fifty percent (50%) of the dollar limitation under Section
         415(b)(1)(A) of the Code, (2) an owner (or considered an owner under
         Section 318 of the Code) of both more than a one-half percent (1/2%)
         interest in the Employer and one of the ten (10) largest interests in
         the Employer if such individual's compensation exceeds the dollar
         limitation under Section 415(c)(1)(A) of the Code, (3) a five percent
         (5%) owner of the Employer, or (4) a one percent (1%) owner of the
         Employer who has an annual compensation of more than $150,000. For
         purposes of this Section, annual compensation shall mean compensation
         as defined in Code Section 415(c)(3), but including amounts contributed
         by the Employer pursuant to a salary reduction agreement which are
         excludable from the Employee's income under Code Sections 125, 402(g),
         402(h) or 403(b). The determination period of the Plan is the Plan Year
         containing the "determination date" as defined in Section 13.2(c)(4)
         and the four (4) preceding Plan Years.

         The determination of who is a Key Employee (including the terms "5%
         owner" and "1% owner") shall be made in accordance with Section
         416(i)(1) of the Code and the regulations thereunder.

     (b) "SUPER TOP-HEAVY PLAN": The Plan shall constitute a "Super Top-Heavy
         Plan" if it meets the test for status as a Top-Heavy Plan, where "90%"
         is substituted for "60%" at each place in Section 13.2(c).

     (c) "TOP-HEAVY PLAN":

         (1)  The Plan shall constitute a "Top-Heavy Plan" if any of the
              following conditions exist:

              (A)  The top-heavy ratio for the Plan exceeds sixty percent (60%)
                   and the Plan is not part of any required aggregation group or
                   permissive aggregation group of plans; or

              (B)  The Plan is part of a required aggregation group of plans
                   (but is not part of a permissive aggregation group) and the
                   top-heavy ratio for the group of plans exceeds sixty percent
                   (60%); or


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<PAGE>


              (C)  The Plan is a part of a required aggregation group of plans
                   and part of a permissive aggregation group and the top-heavy
                   ratio for the permissive aggregation group exceeds sixty
                   percent (60%).

         (2)  If the Employer maintains one (1) or more defined contribution
              plans (including any simplified employee pension plan funded with
              individual retirement accounts or annuities) and the Employer
              maintains or has maintained one (1) or more defined benefit plans
              which have covered or could cover a Participant in this Plan, the
              top-heavy ratio is a fraction, the numerator of which is the sum
              of account balances under the defined contribution plans for all
              Key Employees and the actuarial equivalents of accrued benefits
              under the defined benefit plans for all Key Employees, and the
              denominator of which is the sum of the account balances under the
              defined contribution plans for all Participants and the actuarial
              equivalents of accrued benefits under the defined benefit plans
              for all Participants. Both the numerator and denominator of the
              top-heavy ratio shall include any distribution of an account
              balance or an accrued benefit made in the five (5)-year period
              ending on the determination date and any contribution due to a
              defined contribution pension plan but unpaid as of the
              determination date. In determining the accrued benefit of a
              non-Key Employee who is participating in a plan that is part of a
              required aggregation group, the method of determining such benefit
              shall be either (i) in accordance with the method, if any, that
              uniformly applies for accrual purposes under all plans maintained
              by the Employer or any member of the Employer's related group
              (within the meaning of Section 2.5(b)), or (ii) if there is no
              such method, as if such benefit accrued not more rapidly than the
              slowest accrual rate permitted under the fractional accrual rate
              of Code Section 411(b)(1)(C).

         (3)  For purposes of (1) and (2) above, the value of account balances
              and the actuarial equivalents of accrued benefits shall be
              determined as of the most recent Valuation Date that falls within
              or ends with the twelve (12)-month period ending on the
              determination date. The account balances and accrued benefits of a
              Participant who is not a Key Employee but who was a Key Employee
              in a prior year shall be disregarded. The accrued benefits and
              account balances of Participants who have performed no Hours of
              Service with any Employer maintaining the plan for the five
              (5)-year period ending on the determination date shall be
              disregarded. The calculations of the top-heavy ratio, and the
              extent to which distributions, rollovers, and transfers are taken
              into account shall be made under Section 416 of the Code and
              regulations issued thereunder. Deductible Employee contributions
              shall not be taken into account for purposes of computing the
              top-heavy ratio. When aggregating plans, the value of account
              balances and accrued benefits shall be calculated with reference
              to the determination dates that fall within the same calendar
              year.


                                       37

<PAGE>


         (4)  DEFINITION OF TERMS FOR TOP-HEAVY STATUS:

              (A)  "TOP-HEAVY RATIO" shall mean the following:

                   (1)  If the Employer maintains one or more defined
                        contribution plans (including any simplified employee
                        pension plan funded with individual retirement accounts
                        or annuities) and the Employer has never maintained any
                        defined benefit plans which have covered or could cover
                        a Participant in this Plan, the top-heavy ratio is a
                        fraction, the numerator of which is the sum of the
                        account balances of all Key Employees as of the
                        determination date (including any part of any account
                        balance distributed in the five (5)-year period ending
                        on the determination date), and the denominator of which
                        is the sum of the account balances (including any part
                        of any account balance distributed in the five (5)-year
                        period ending on the determination date) of all
                        Participants as of the determination date. Both the
                        numerator and the denominator shall be increased by any
                        contributions due but unpaid to a defined contribution
                        pension plan as of the determination date.

              (B)  "PERMISSIVE AGGREGATION GROUP" shall mean the required
                   aggregation group of plans plus any other plan or plans of
                   the Employer which, when considered as a group with the
                   required aggregation group, would continue to satisfy the
                   requirements of Section 401(a)(4) and/or 410 of the Code.

              (C)  "REQUIRED AGGREGATION GROUP" shall mean (i) each qualified
                   plan of the Employer (including any terminated plan) in which
                   at least one Key Employee participates, and (ii) any other
                   qualified plan of the Employer which enables a plan described
                   in (i) to meet the requirements of Section 401(a)(4) and/or
                   410 of the Code.

              (D)  "DETERMINATION DATE" shall mean, for any Plan Year subsequent
                   to the first Plan Year, the last day of the preceding Plan
                   Year. For the first Plan Year of the Plan, "determination
                   date" shall mean the last day of that Plan Year.

              (E)  "VALUATION DATE" shall mean the last day of the Plan Year.

              (F)  Actuarial equivalence shall be based on the interest and
                   mortality rates utilized to determine actuarial equivalence
                   when benefits are paid from any defined benefit plan. If no
                   rates are specified in said plan, the following shall be
                   utilized: pre- and post-retirement interest -- five percent
                   (5%); post-retirement mortality based on the Unisex Pension
                   (1984) Table as used by the Pension Benefit Guaranty
                   Corporation on the date of execution hereof.


                                       38

<PAGE>


13.3 ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES FOR A TOP-HEAVY PLAN
YEAR.

     (a) Except as otherwise provided below, in any Plan Year in which the Plan
         is a Top-Heavy Plan, the Employer contributions and forfeitures, if
         applicable, allocated on behalf of any Participant who is a non-Key
         Employee shall not be less than the lesser of three percent (3%) of
         such Participant's compensation (as defined in Section 11.1(b)(2)) or
         the largest percentage of Employer contributions and forfeitures, if
         applicable, as a percentage of the Key Employee's Compensation,
         allocated on behalf of any Key Employee for that Plan Year. This
         minimum allocation shall be made even though, under other Plan
         provisions, the Participant would not otherwise be entitled to receive
         an allocation or would have received a lesser allocation for the Plan
         Year because of insufficient Employer contributions under Section 4.2,
         the Participant's failure to complete one thousand (1,000) Hours of
         Service or the Participant's failure to make elective deferrals under
         Section 4.1.

     (b) The minimum allocation under this Section shall not apply to any
         Participant who was not employed by the Employer on the last day of the
         Plan Year.

     (c) The minimum allocation under this Section shall be offset and reduced
         by any allocation of contributions and forfeitures, if applicable,
         under Section 4.2, and under any other defined contribution plan (if
         such contributions are not treated as matching contributions under Code
         Section 401(m)) with a Plan Year ending in the same calendar year as
         the Valuation Date.

     (d) For purposes of the Plan, a non-Key Employee shall be any Employee or
         Beneficiary of such Employee, any former Employee, or Beneficiary of
         such former Employee, who is not or was not a Key Employee during the
         Plan Year ending on the determination date, nor during the four (4)
         preceding Plan Years.

     (e) If no defined benefit plan has ever been part of a permissive or
         required aggregation group of plans of the Employer, the contributions
         and forfeitures, if applicable, under this step shall be offset by any
         allocation of contributions and forfeitures, if applicable, under any
         other defined contribution plan of the Employer with a Plan Year ending
         in the same calendar year as this Plan's Valuation Date.

     (f) There shall be no duplication of the minimum benefits required under
         Code Section 416. Benefits shall be provided under defined contribution
         plans before defined benefit plans. If a defined benefit plan (active
         or terminated) is part of the permissive or required aggregation group
         of plans, the allocation method of subparagraph (a) above shall apply,
         except that "3%" shall be increased to "5%."

     (g) There shall be no duplication of the minimum benefits required under
         Code Section 416. Benefits shall be provided under defined contribution
         plans before defined benefit plans. If a defined benefit plan (active
         or terminated) is part of the permissive or required aggregation group
         of plans, and if any Participant in the Plan would have his benefits
         limited due to the application of the Code limitation rule in Section
         11.1 in a Plan Year in which the Plan is a Top-Heavy Plan but not a
         Super Top-Heavy Plan, the allocation method of subparagraph (f) above
         shall apply, except that "5%" shall be increased to "7.5%."


                                       39

<PAGE>


13.4 VESTING. The provisions contained in Section 6.1 relating to vesting shall
continue to apply in any Plan Year in which the Plan is a Top-Heavy Plan, and
apply to all benefits within the meaning of Section 411(a)(7) of the Code except
those attributable to Employee contributions and elective deferrals under
Section 4.1, including benefits accrued before the effective date of Section 416
and benefits accrued before the Plan became a Top-Heavy Plan. Further, no
reduction in vested benefits may occur in the event the Plan's status as a
Top-Heavy Plan changes for any Plan Year and the vesting schedule is amended. In
addition, if a Plan's status changes from a Top-Heavy Plan to that of a
non-Top-Heavy Plan, a Participant with three (3) Years of Service for vesting
purposes shall continue to have his vested rights determined under the schedule
which he selects, in the event the vesting schedule is subsequently amended.

Payment of a Participant's vested Account balance under this Section shall be
made in accordance with the provisions of Article Seven.


                                       40

<PAGE>


                   ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS

14.1 PLAN DOES NOT AFFECT EMPLOYMENT. Neither the creation of this Plan, any
amendment thereto, the creation of any fund nor the payment of benefits
hereunder shall be construed as giving any legal or equitable right to any
Employee or Participant against the Employer, its officers or Employees, or
against the Trustee. All liabilities under this Plan shall be satisfied, if at
all, only out of the Trust Fund held by the Trustee. Participation in the Plan
shall not give any Participant any right to be retained in the employ of the
Employer, and the Employer hereby expressly retains the right to hire and
discharge any Employee at any time with or without cause, as if the Plan had not
been adopted, and any such discharged Participant shall have only such rights or
interests in the Trust Fund as may be specified herein.

14.2 SUCCESSOR TO THE EMPLOYER. In the event of the merger, consolidation,
reorganization or sale of assets of the Employer, under circumstances in which a
successor person, firm, or corporation shall carry on all or a substantial part
of the business of the Employer, and such successor shall employ a substantial
number of Employees of the Employer and shall elect to carry on the provisions
of the Plan, such successor shall be substituted for the Employer under the
terms and provisions of the Plan upon the filing in writing with the Trustee of
its election to do so.

14.3 REPAYMENTS TO THE EMPLOYER. Notwithstanding any provisions of this Plan to
the contrary:

     (a) Any monies or other Plan assets attributable to any contribution made
         to this Plan by the Employer because of a mistake of fact shall be
         returned to the Employer within one (1) year after the date of
         contribution.

     (b) Any monies or other Plan assets attributable to any contribution made
         to this Plan by the Employer shall be refunded to the Employer, to the
         extent such contribution is predicated on the deductibility thereof
         under the Code and the income tax deduction for such contribution is
         disallowed. Such amount shall be refunded within one (1) taxable year
         after the date of such disallowance or within one (1) year of the
         resolution of any judicial or administrative process with respect to
         the disallowance. All Employer contributions hereunder are expressly
         contributed based upon such contributions' deductibility under the
         Code.

However, the provisions of this Section shall not apply to elective deferrals
made by a Participant under Section 4.1.

14.4 BENEFITS NOT ASSIGNABLE. Except as provided in Section 414(p) of the Code
with respect to "qualified domestic relations orders," the rights of any
Participant or his Beneficiary to any benefit or payment hereunder shall not be
subject to voluntary or involuntary alienation or assignment.

With respect to any "qualified domestic relations order" relating to the Plan,
the Plan shall permit distribution to an alternate payee under such order at any
time, irrespective of whether the Participant has attained his "earliest
retirement age" (within the meaning of Section 414(p)(4)(B) of the Code) under
the Plan. A distribution to an alternate payee prior to the Participant's
attainment of his earliest retirement age


                                       41

<PAGE>


shall, however, be available only if the order specifies distribution at that
time or permits an agreement between the Plan and the alternate payee to
authorize an earlier distribution. Nothing in this paragraph shall, however,
give a Participant a right to receive distribution at a time otherwise not
permitted under the Plan nor does it permit the alternate payee to receive a
form of payment not otherwise permitted under the Plan or under said Section
414(p) of the Code.

14.5 MERGER OF PLANS. In the case of any merger or consolidation of this Plan
with, or transfer of the assets or liabilities of the Plan to, any other plan,
the terms of such merger, consolidation or transfer shall be such that each
Participant would receive (in the event of termination of this Plan or its
successor immediately thereafter) a benefit which is no less than what the
Participant would have received in the event of termination of this Plan
immediately before such merger, consolidation or transfer.

14.6 INVESTMENT EXPERIENCE NOT A FORFEITURE. The decrease in value of any
Account due to adverse investment experience shall not be considered an
impermissible "forfeiture" of any vested balance.

14.7 DISTRIBUTION TO LEGALLY INCAPACITATED. In the event any benefit is payable
to a minor or to a person deemed to be incompetent or to a person otherwise
under legal disability, or who is by sole reason of advanced age, illness, or
other physical or mental incapacity incapable of handling the disposition of his
property, the Administrator, may direct the Trustee to apply all or any portion
of such benefit directly to the care, comfort, maintenance, support, education
or use of such person or to pay or distribute the whole or any part of such
benefit to (a) the spouse of such person, (b) the parent of such person, (c) the
guardian, committee, or other legal representative, wherever appointed, of such
person, (d) the person with whom such person shall reside, (e) any other person
having the care and control of such person, or (f) such person. The receipt of
any such payment or distribution shall be a complete discharge of liability for
Plan obligations.

14.8 CONSTRUCTION. Wherever appropriate, the use of the masculine gender shall
be extended to include the feminine and/or neuter or vice versa; and the
singular form of words shall be extended to include the plural; and the plural
shall be restricted to mean the singular.

14.9 GOVERNING DOCUMENTS. A Participant's rights shall be determined under the
terms of the Plan as in effect at the Participant's date of separation from
Service.

14.10 GOVERNING LAW. The provisions of this Plan shall be construed under the
laws of the state of Illinois, except to the extent such laws are preempted by
Federal law.


14.11 HEADINGS. The Article headings and Section numbers are included solely for
ease of reference. If there is any conflict between such headings or numbers and
the text of the Plan, the text shall control.


                                       42

<PAGE>


14.12 COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall be deemed an original; said counterparts shall constitute
but one and the same instrument, which may be sufficiently evidenced by any one
counterpart.

14.13 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN. In the event that all or
any portion of the distribution payable to a Participant or to a Participant's
Beneficiary hereunder shall, at the expiration of five (5) years after it shall
become payable, remain unpaid solely by reason of the inability of the
Administrator to ascertain the whereabouts of such Participant or Beneficiary,
after sending a registered letter, return receipt requested, to the last known
address, and after further diligent effort, the amount so distributable shall be
handled in the same manner as a forfeiture under Section 6.2 pursuant to this
Plan. In the event a Participant or Beneficiary is located subsequent to the
reallocation of his Account balance, such Account balance shall be restored in
accordance with the provisions of Section 6.2.


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


IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Plan to be executed on the 1st day of October, 1997.
                                ---        --------

                                  CONTINENTAL MATERIALS CORPORATION

                                  By /s/Illegible
                                    -------------------------------------------
                                              Authorized Officer


                                       43