<PAGE>

                                                                Exhibit 10(f)


                                 JANUARY 1, 2000
                            SUMMARY PLAN DESCRIPTION
                                       FOR
                               QUIXOTE CORPORATION
                             INCENTIVE SAVINGS PLAN











This is only a summary intended to familiarize you with the major provisions
of the Plan. You should read this summary closely. If you have any questions
and before you make any important decisions based on your understanding of
the Plan from this summary, you should contact the Plan administrator at the
address shown on the last page of this summary.

<PAGE>



                                 JANUARY 1, 2000
                               BENEFITS HIGHLIGHTS
                                       FOR
                               QUIXOTE CORPORATION
                             INCENTIVE SAVINGS PLAN



INTRODUCTION

The Quixote Corporation Incentive Savings Plan helps you provide for your
retirement security by making it simple and convenient for you to contribute
to your retirement savings regularly. To encourage you to save, the Plan
permits your Employer to match a portion of what you contribute at the rate
set forth in the Plan. The Plan also permits your Employer to make
contributions to the Plan to provide you with additional savings. Because the
Plan is qualified by the Internal Revenue Service, special tax exclusions
allow you to save more dollars for your retirement.

Effective January 1, 1999, the Nu-Metrics 401(k) Plan merged into and became
a part of the Plan. This booklet describes the Plan in operation effective
January 1, 2000.

Your savings are held for you in your personal Plan account until they are
distributed as provided under the Plan.

HOW YOU SAVE

-        You can contribute from two to 18 percent of your pay as Tax-Deferred
         Contributions.

-        For every $1.00 you contribute as Tax-Deferred Contributions while you
         are an eligible employee (up to seven percent of your pay), your
         Employer will contribute on your behalf $.70 as matching Employer
         Contributions. Your Employer may also make additional "true-up"
         matching Employer Contributions each year in an amount that provides
         the maximum amount of matching Employer Contributions.

-        For each year that you are an eligible employee, your Employer may make
         contributions based on your pay as profit-sharing Employer
         Contributions.

-        For each year that you are an eligible employee, your Employer may make
         contributions on your behalf based on your pay as qualified
         non-elective Employer Contributions.

-        Dollars you save as Tax-Deferred Contributions are not currently
         included as part of your Federal taxable income. Taxes are also
         deferred on investment earnings in your personal

<PAGE>

         Plan account and any Employer Contributions. You therefore pay no
         Federal income taxes on your Plan savings until they are distributed to
         you.

If you are a Highly Compensated Employee, your Employer will make no
qualified non-elective Employer Contributions on your behalf for the year. To
find out if you are a Highly Compensated Employee, check your Summary Plan
Description.

WHO IS COVERED

You are an employee covered by the Plan if you are employed in any capacity
on a salaried or hourly basis by Quixote Corporation or any Related Company
that adopts the Plan with the consent of Quixote Corporation, unless you are
a union employee to whom coverage has not been extended.

If you are a covered employee, you may begin to make contributions under the
Plan if you are at least 21 years old and at least 90 calendar days have
expired from your date of hire.

INVESTMENT OF YOUR PERSONAL PLAN ACCOUNT

You direct how your personal Plan account is invested, except that the
Sponsor directs the investment of Employer Contributions. You may direct the
investment of your personal Plan account by selecting among specified
Investment Funds that are made available to you.

VESTING OF YOUR PERSONAL PLAN ACCOUNT

You will always be 100 percent vested in the value of your personal Plan
account resulting from your contributions and any Employer Contributions.

Of course, even if you are 100 percent vested in the value of your personal
Plan account, the amount in your account may vary depending on investment
gains and losses.

LOANS

You may receive a loan from your personal Plan account in accordance with the
Plan loan procedures.

<PAGE>

DISTRIBUTION OF BENEFITS

You may receive distribution of your vested personal Plan account when any of
the following happens:

-        You retire from employment after you reach your Normal Retirement
         Date, which is age 65.

-        You die.

-        Your employment terminates.

-        You reach age 70 1/2 while you are still employed.

If distribution is made from your personal Plan account before you reach age
59 1/2 for any reason other than your death or termination of your employment
after you reach age 55, the distribution may be subject to an additional 10
percent excise tax.

FURTHER PLAN INFORMATION

This Benefits Highlights is an introduction to some of the Plan's basic
features. It is not a full description of your benefits under the Plan or any
restrictions applicable to your benefits under the Plan. To determine your
rights to any particular benefits under the Plan, you should refer to the
more detailed information concerning the Plan contained in the Summary Plan
Description and in the Plan documents themselves.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
INTRODUCTION                                                                1
         CONTRIBUTIONS......................................................1
         YOUR PLAN ACCOUNT..................................................1
         FORMAL PLAN TERMS FOUND IN PLAN DOCUMENT...........................2
         SPONSOR HAS DISCRETION TO INTERPRET PLAN...........................2

SPECIAL DEFINITIONS                                                         3

SERVICE CREDITING                                                           6
         ELIGIBILITY SERVICE................................................6
         CREDITING OF ELIGIBILITY SERVICE...................................6
         CHANGE IN SERVICE CREDITING........................................6

ELIGIBILITY                                                                 7
         HOW TO MAKE AN ELECTION............................................7
         TRANSFERS OF EMPLOYMENT............................................7
         REEMPLOYMENT.......................................................7

TAX-DEFERRED CONTRIBUTIONS                                                  9
         AMOUNT OF TAX-DEFERRED CONTRIBUTIONS...............................9
         CHANGE IN AMOUNT OF TAX-DEFERRED CONTRIBUTIONS.....................9
         SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS...........................9
         RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS..........................10
         VESTED INTEREST IN TAX-DEFERRED CONTRIBUTIONS.....................10

ROLLOVER CONTRIBUTIONS                                                     11
         ROLLOVER CONTRIBUTIONS............................................11
         VESTED INTEREST IN ROLLOVER CONTRIBUTIONS.........................11

EMPLOYER CONTRIBUTIONS                                                     12
         AMOUNT OF MATCHING CONTRIBUTIONS..................................12
         AMOUNT OF QUALIFIED NON-ELECTIVE EMPLOYER CONTRIBUTIONS...........12
         AMOUNT OF PROFIT-SHARING CONTRIBUTIONS............................12
         ELIGIBILITY TO PARTICIPATE IN EMPLOYER CONTRIBUTIONS..............12
         ANNUAL SERVICE REQUIREMENT........................................13
         REEMPLOYMENT......................................................13
         VESTED INTEREST IN EMPLOYER CONTRIBUTIONS.........................13

LIMITATIONS ON CONTRIBUTIONS                                               14

                                     (v)

<PAGE>

WHERE PLAN CONTRIBUTIONS ARE INVESTED                                      15
         404(c) PROTECTION.................................................15

MAKING INVESTMENT ELECTIONS                                                16
         INVESTMENT ELECTIONS..............................................16
         FAILURE TO DIRECT INVESTMENTS.....................................16
         CHANGE OF INVESTMENT ELECTIONS....................................16
         ELECTION TO TRANSFER BETWEEN INVESTMENT FUNDS.....................16
         ANSWERLINE-Registered Trademark- 1-800 SERVICE....................17
         ANSWERNET-Registered Trademark- - INTERNET SERVICE................17

LOANS FROM YOUR PLAN ACCOUNT                                               18
         INTERNAL REVENUE CODE RULES.......................................18
         COLLATERAL FOR LOAN...............................................18
         DEFAULT ON A LOAN.................................................19
         ADDITIONAL PLAN LOAN RULES........................................19

IN-SERVICE WITHDRAWALS                                                     20
         WITHDRAWAL OF EMPLOYER CONTRIBUTIONS..............................20
         WITHDRAWAL OF TAX-DEFERRED CONTRIBUTIONS..........................20
         OVERALL CONDITIONS AND LIMITATIONS ON WITHDRAWALS.................20

DISTRIBUTION OF YOUR PLAN ACCOUNT                                          21
         TIMING OF DISTRIBUTION............................................21
         APPLICATION FOR DISTRIBUTION......................................21
         SUSPENSION OF DISTRIBUTION........................................21
         DISTRIBUTION TO YOU...............................................21
         DISTRIBUTION TO YOUR BENEFICIARY..................................21
         CASH OUTS OF PLAN ACCOUNTS AND CONSENT TO DISTRIBUTION............22
         DIRECT ROLLOVER REQUIREMENTS......................................22
         REQUIRED DISTRIBUTIONS............................................22

FORM OF PAYMENT                                                            23
         NORMAL FORM OF PAYMENT............................................23
         OPTIONAL FORM OF PAYMENT..........................................23
         FORM OF PAYMENT TO YOUR BENEFICIARY...............................23
         EFFECT OF REEMPLOYMENT ON FORM OF PAYMENT ELECTION................23
         OVERRIDING CASH OUT PROVISION.....................................24

YOUR BENEFICIARY UNDER THE PLAN                                            25
         BENEFICIARY IF YOU ARE MARRIED....................................25
         EFFECT OF MARRIAGE ON PRIOR BENEFICIARY DESIGNATION...............25
         BENEFICIARY WHERE THERE IS NO DESIGNATED BENEFICIARY..............25

                                        (vi)

<PAGE>

         SPOUSAL CONSENT TO BENEFICIARY DESIGNATION........................25

CLAIMS FOR BENEFITS                                                        26

AMENDMENT AND TERMINATION OF THE PLAN                                      27
         PLAN AMENDMENT....................................................27
         PLAN TERMINATION..................................................27

MISCELLANEOUS INFORMATION                                                  28
         PLAN BOOKLET DOES NOT CREATE EMPLOYMENT CONTRACT..................28
         NO GUARANTEES REGARDING INVESTMENT PERFORMANCE....................28
         IF CIRCUMSTANCES REQUIRE THE DELAY OF A WITHDRAWAL................28
         TRANSFERS FROM THE GUARANTEED INCOME FUND MAY BE LIMITED..........28
         PAYMENT OF ADMINISTRATIVE EXPENSES................................28
         QUALIFIED DOMESTIC RELATIONS ORDERS...............................29
         RETURN OF CONTRIBUTIONS TO YOUR EMPLOYER..........................29

TOP-HEAVY PROVISIONS                                                       30

MORE THINGS YOU SHOULD KNOW                                                31

YOUR RIGHTS UNDER THE PLAN                                                 32

ADDITIONAL INFORMATION                                                     34
         PLAN ADMINISTRATOR................................................34
         AGENT FOR SERVICE OF LEGAL PROCESS................................34
         SPONSOR...........................................................34
         EMPLOYER IDENTIFICATION NUMBER....................................34
         PLAN NUMBER.......................................................34
         TRUSTEE...........................................................34
</TABLE>
                                        (vii)

<PAGE>

SPONSOR HAS DISCRETION TO INTERPRET PLAN

The SPONSOR has discretionary authority to interpret and construe the
provisions of the Plan, to determine your eligibility for benefits under the
Plan, and to resolve any disputes that arise under the Plan. The SPONSOR may
delegate this authority as provided under the Plan.

                                  INTRODUCTION


The Quixote Corporation Incentive Savings Plan helps you build financial
security for your retirement by providing you an opportunity to save for your
retirement while simultaneously reducing your Federal income tax liability
(and in some States, your State income tax liability as well).

Effective January 1, 1999, the Nu-Metrics 401(k) Plan merged into and became
a part of the Plan.

This booklet describes the Plan as in effect on January 1, 2000 and updates
and replaces any prior summary plan descriptions of the Plan. Some Plan
provisions may be different for employees whose employment terminated before
January 1, 2000.

CONTRIBUTIONS

You may contribute a portion of your COMPENSATION to the Plan on a before-tax
basis. These contributions are called TAX-DEFERRED CONTRIBUTIONS. This
reduces the amount of your taxable income for the year under the Federal
income tax rules.

Your TAX-DEFERRED CONTRIBUTIONS remain invested in the Plan until they are
distributed under the terms of the Plan. Your TAX-DEFERRED CONTRIBUTIONS, and
any earnings on your TAX-DEFERRED CONTRIBUTIONS, are not taxable under
Federal income tax rules until they are distributed to you from the Plan.

In addition to your contributions, the Plan permits your EMPLOYER to make
contributions to the Plan on your behalf. These contributions are called
EMPLOYER CONTRIBUTIONS. Like your TAX-DEFERRED CONTRIBUTIONS, these EMPLOYER
CONTRIBUTIONS, and the earnings on them, are not taxable to you until they
are distributed to you from the Plan.

Finally, you may elect to roll over qualified cash distributions from another
plan or a rollover IRA into the Plan. These contributions are called ROLLOVER
CONTRIBUTIONS. Like your TAX-DEFERRED CONTRIBUTIONS, these ROLLOVER
CONTRIBUTIONS, and the earnings on them, are not taxable to you until they
are distributed to you from the Plan.

YOUR PLAN ACCOUNT

You have your own account under the Plan to hold all contributions you make
to the Plan and any contributions your EMPLOYER makes to the Plan on your
behalf. Your Plan account also holds any investment earnings on those
contributions. Your Plan account keeps track of your share of the assets held
in the Plan.

<PAGE>

FORMAL PLAN TERMS FOUND IN PLAN DOCUMENT

This booklet describes in easy-to-understand terms the principal features of
the Plan as in effect on January 1, 2000. Some technical details and legal
expressions contained in the formal Plan documents have been omitted. The
formal Plan documents govern in administering and interpreting the rights of
participants and their beneficiaries.

SPONSOR HAS DISCRETION TO INTERPRET PLAN

The SPONSOR has discretionary authority to interpret and construe the
provisions of the Plan, to determine your eligibility for benefits under the
Plan, and to resolve any disputes that arise under the Plan. The SPONSOR may
delegate this authority as provided under the Plan.

                                       2

<PAGE>

                               SPECIAL DEFINITIONS


To help you better understand how the Plan works, the following Plan terms
have the special meanings given in SPECIAL DEFINITIONS when they are used in
this booklet. When you see a capitalized term in bold-face print and are not
certain what it means, you can refer back to SPECIAL DEFINITIONS for the
meaning.

In addition to these "SPECIAL DEFINITIONS" which are used throughout the
booklet, you may see some TERMS that are also in bold-face print, but that
are not capitalized. These TERMS have special meanings that are given in the
particular section of the booklet where the TERM is used.

-        The "ADMINISTRATOR" is responsible for the day-to-day administration of
         the Plan such as collecting elections from EMPLOYEES. The ADMINISTRATOR
         is Quixote Corporation, One East Wacker Drive, Chicago, IL 60601; (312)
         467-6755.

-        The "ANSWERLINE-Registered Trademark-" is the 1-800-253-2287 service
         from Connecticut General where, among other services, participants can
         model loans, transfer between Investment Funds, and change the
         investment election for future contributions.

-        "ANSWERNET-Registered Trademark-" is CIGNA's Internet service where,
         among other services, participants have access to view a 90-day account
         history, transfer between investments, check performance and project
         their investments. You can access ANSWERNET-Registered Trademark-
         through CIGNA's Internet site at https://answernet.retire.cigna.com.

-        Your "BENEFICIARY" means the person (or persons) entitled to receive
         distribution of your Plan account if you die before your Plan account
         has been fully distributed to you.

-        Your "COMPENSATION" means the compensation from your EMPLOYER that is
         taken into account in determining the amount of contributions that you
         can make to the Plan or that your EMPLOYER can make to the Plan on your
         behalf. COMPENSATION means the wages, salaries, fees for professional
         services, and all other amounts paid to you for personal services
         rendered to your EMPLOYER in the course of employment covered under the
         Plan that would be considered compensation for purposes of Section 415
         of the Internal Revenue Code and any such amounts that would be paid to
         you but for your election to defer such amounts under the Plan or under
         any other 401(k) or Section 125 plan maintained by your EMPLOYER or a
         RELATED COMPANY.

         Generally, COMPENSATION that you earn before you become eligible to
         participate in the Plan is not included in determining the amount of
         contributions that you can make to the Plan. Tax rules limit the amount
         of COMPENSATION that may be taken into account under the Plan each
         year. For 2000, the maximum amount is $170,000 (this amount may be
         adjusted in future years).

                                         3

<PAGE>

-        A "CONTRIBUTION PERIOD" is the period for which EMPLOYER CONTRIBUTIONS
         will be made to the Plan. The CONTRIBUTION PERIOD for regular MATCHING
         CONTRIBUTIONS is each month. The CONTRIBUTION PERIOD for QUALIFIED
         NON-ELECTIVE CONTRIBUTIONS, true up MATCHING CONTRIBUTIONS and
         PROFIT-SHARING CONTRIBUTIONS is each PLAN YEAR.

-        Your "ELIGIBILITY SERVICE" means the service credited to you that is
         used for determining whether you are eligible to participate in the
         Plan by making TAX-DEFERRED CONTRIBUTIONS to the Plan or by sharing in
         EMPLOYER CONTRIBUTIONS.

-        You are an "EMPLOYEE" covered by the Plan if you are employed by your
         EMPLOYER on a salaried or hourly basis in any capacity. If you are
         covered by a collective bargaining agreement that does not provide for
         your coverage under the Plan, you are not an EMPLOYEE.

-        Your "EMPLOYER" means Quixote Corporation or any RELATED COMPANY that
         adopts the Plan with the consent of Quixote Corporation, including
         Energy Absorption Systems, Safe Hit Corporation, Spin-Cast Plastics,
         Highway Information Systems, Roadway Safety Services, and Nu-Metrics.

-        An "EMPLOYER CONTRIBUTION" means any contribution that your EMPLOYER
         makes to the Plan on your behalf.

-        An "ENROLLMENT DATE" means the date on which you are eligible to begin
         participation in the Plan by making TAX-DEFERRED CONTRIBUTIONS or by
         sharing in EMPLOYER CONTRIBUTIONS. An ENROLLMENT DATE occurs on the
         first day of each PLAN YEAR quarter.

-        A "HIGHLY COMPENSATED EMPLOYEE" means an employee who is highly
         compensated in accordance with specific IRS rules. Generally, you may
         be a HIGHLY COMPENSATED EMPLOYEE under the IRS rules if you are paid
         more than $85,000 (as adjusted by the federal government) during the
         preceding Plan Year and, if the Employer so elects, you are in the
         top-paid group of employees, or you own five percent of an EMPLOYER. If
         you are concerned that you may be a HIGHLY COMPENSATED EMPLOYEE, you
         should consult the ADMINISTRATOR.

-        An "INVESTMENT FUND" is a separate fund in which your Plan account or
         part of your Plan account may be invested.

-        A "MATCHING CONTRIBUTION" means any EMPLOYER CONTRIBUTION your EMPLOYER
         makes to the Plan on your behalf because of your TAX-DEFERRED
         CONTRIBUTIONS.

-        Your "NORMAL RETIREMENT DATE" means the date you reach age 65.

-        A "PLAN YEAR" means the period beginning July 1, 1984 and ending
         December 31, 1984 and each 12-consecutive-month period ending December
         31 thereafter.


                                        4

<PAGE>


-        A "PREDECESSOR EMPLOYER" means any predecessor organization of an
         Employer provided that the Employer maintains a Plan of such
         predecessor organization.

-        A "PROFIT-SHARING CONTRIBUTION" means any EMPLOYER CONTRIBUTION made to
         the Plan by your EMPLOYER as described in detail in EMPLOYER
         CONTRIBUTIONS.

-        A "QUALIFIED NON-ELECTIVE CONTRIBUTION" means any EMPLOYER CONTRIBUTION
         made to the Plan by your EMPLOYER as described in detail under the
         AMOUNT OF QUALIFIED NON-ELECTIVE CONTRIBUTIONS section in EMPLOYER
         CONTRIBUTIONS.

-        A "RELATED COMPANY" means any company or business that is considered to
         be related to an EMPLOYER under Internal Revenue Code rules.

-        A "ROLLOVER CONTRIBUTION" means any qualified cash contribution that
         you elect to roll over to the Plan from another retirement plan or from
         a rollover IRA.

-        Your "SEVERANCE DATE" means the date your employment terminates or you
         are absent from work (without terminating employment) for one year.

-        The "SPONSOR" of the Plan is Quixote Corporation or its successor.

-        A "TAX-DEFERRED CONTRIBUTION" means any contribution that you elect to
         make to the Plan on a before-tax basis.

-        The "TRUSTEE" holds the Plan assets for the benefit of covered
         EMPLOYEES, and may be a bank, an insurance company, or a group of
         individuals chosen by the SPONSOR.

-        A "VALUATION DATE" means a date on which the trust is valued and Plan
         accounts are adjusted to reflect investment earnings or losses. A
         VALUATION DATE under the Plan is the date or dates designated by the
         SPONSOR.


                                       5

<PAGE>

                                SERVICE CREDITING


ELIGIBILITY SERVICE

ELIGIBILITY SERVICE is used to determine whether you may participate in the Plan
by making TAX-DEFERRED CONTRIBUTIONS or by sharing in EMPLOYER CONTRIBUTIONS.


CREDITING OF ELIGIBILITY SERVICE

You are credited with ELIGIBILITY SERVICE from your hire (or rehire) date until
your SEVERANCE DATE. If your employment terminates but you are rehired within 12
months of your SEVERANCE DATE, you are credited with ELIGIBILITY SERVICE for the
period that you were absent from work.


CHANGE IN SERVICE CREDITING

If there is a change in the way ELIGIBILITY SERVICE is credited under the Plan,
special rules apply to assure that the change does not affect the way service is
credited to you for the transition period to your disadvantage. In some cases,
application of these rules may result in a person being credited with two years
of ELIGIBILITY SERVICE for the same period, but it will never result in a person
being credited with fewer years of ELIGIBILITY SERVICE than if service crediting
under the Plan had not changed.


                                       6

<PAGE>

                                   ELIGIBILITY

If you are an EMPLOYEE and you were eligible to and had elected to make
TAX-DEFERRED CONTRIBUTIONS to the Plan immediately prior to January 1, 2000,
contributions will continue to be made to the Plan on your behalf in accordance
with your election on and after January 1, 2000. Otherwise, if you are an
EMPLOYEE, you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on the
ENROLLMENT DATE that coincides with or immediately follows the date you both
reach age 21 and either 90 calendar days have expired since your hire date. In
addition, if you become an EMPLOYEE as the result of the merger of another plan
into the Plan, or because your EMPLOYER acquired or merged with a business or
company, you may elect to make TAX-DEFERRED CONTRIBUTIONS as of such merger date
or the date you became an EMPLOYEE following the acquisition.

If you do not elect to make TAX-DEFERRED CONTRIBUTIONS beginning on the first
ENROLLMENT DATE that you are eligible to make an election, you may elect to make
TAX-DEFERRED CONTRIBUTIONS beginning on any subsequent ENROLLMENT DATE.


HOW TO MAKE AN ELECTION

To elect to make TAX-DEFERRED CONTRIBUTIONS, you must file your election with
the ADMINISTRATOR at least such number of days before the ENROLLMENT DATE on
which your election is to become effective as the ADMINISTRATOR prescribes.


TRANSFERS OF EMPLOYMENT

If you are transferred from other employment with your EMPLOYER or a RELATED
COMPANY to employment as an EMPLOYEE, you may elect to make TAX-DEFERRED
CONTRIBUTIONS beginning on your transfer date if you met the age and service
requirements above on an ENROLLMENT DATE coinciding with or precdeing your
transfer date. Otherwise, you may elect to make TAX-DEFERRED CONTRIBUTIONS
beginning on the first ENROLLMENT DATE coinciding with or immediately
following the date you meet the age and service requirements above.

REEMPLOYMENT

If your employment terminates and you are later reemployed as an EMPLOYEE,
you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on your
reemployment date if you were eligible to elect to make TAX-DEFERRED
CONTRIBUTIONS at the time you terminated employment. Otherwise, you may elect
to make TAX-DEFERRED CONTRIBUTIONS beginning on the first ENROLLMENT DATE

                                      7

<PAGE>

coinciding with or immediately following the date you meet the age and
service requirements above.


                                      8

<PAGE>



                           TAX-DEFERRED CONTRIBUTIONS


Your election to make TAX-DEFERRED CONTRIBUTIONS to the Plan authorizes your
EMPLOYER to reduce the amount of your COMPENSATION by a specified amount and to
contribute that amount to the Plan. Your COMPENSATION will be reduced and your
TAX-DEFERRED CONTRIBUTIONS commenced in accordance with your election beginning
with the first payment of COMPENSATION made to you on or after the date your
election is effective.

Your election to make TAX-DEFERRED CONTRIBUTIONS will also include your election
as to the investment of those contributions. Investment elections are discussed
in further detail in WHERE PLAN CONTRIBUTIONS ARE INVESTED and MAKING INVESTMENT
ELECTIONS.


AMOUNT OF TAX-DEFERRED CONTRIBUTIONS

The amount you authorize your EMPLOYER to withhold from your COMPENSATION as a
TAX-DEFERRED CONTRIBUTION may be a percentage of your COMPENSATION (in whole
percentage points) of not less than two percent nor more than 18 percent.


CHANGE IN AMOUNT OF TAX-DEFERRED CONTRIBUTIONS

You may change the amount you authorize your EMPLOYER to withhold from your
future COMPENSATION on January 1, April 1, July 1 and October 1 of each PLAN
YEAR. To change the amount of your TAX-DEFERRED CONTRIBUTION, you must file a
new election with the ADMINISTRATOR at least such number of days before the date
the change is to take effect as the ADMINISTRATOR prescribes.


SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS

You may withdraw your authorization for your EMPLOYER to withhold amounts from
your future COMPENSATION and suspend your TAX-DEFERRED CONTRIBUTIONS at any
time. To suspend your TAX-DEFERRED CONTRIBUTIONS, you must contact your local
ADMINISTRATOR at least such number of days before the date the suspension is to
take effect as the ADMINISTRATOR prescribes. The suspension will take effect for
COMPENSATION paid to you after the required notice period is over.

If you suspend your TAX-DEFERRED CONTRIBUTIONS, the suspension will remain in
effect until you elect to resume making TAX-DEFERRED CONTRIBUTIONS again.


                                       9


<PAGE>



RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS

If you suspend your TAX-DEFERRED CONTRIBUTIONS, you may elect to resume making
TAX-DEFERRED CONTRIBUTIONS on January 1, April 1, July 1 and October 1 of each
PLAN YEAR. To resume TAX-DEFERRED CONTRIBUTIONS you must file a new election
with the ADMINISTRATOR at least such number of days before the date TAX-DEFERRED
CONTRIBUTIONS are to resume as the ADMINISTRATOR prescribes.


VESTED INTEREST IN TAX-DEFERRED CONTRIBUTIONS

You are always 100 percent vested in the value of the TAX-DEFERRED CONTRIBUTIONS
in your Plan account.


                                      10

<PAGE>



                             ROLLOVER CONTRIBUTIONS


ROLLOVER CONTRIBUTIONS

If you are an EMPLOYEE, you may elect to roll over qualified distributions from
another plan or a rollover IRA into the Plan. Internal Revenue Code rules govern
whether a distribution from another plan or an IRA qualifies for roll over into
the Plan. The ADMINISTRATOR may require you to provide information to show that
the distribution you want to roll over qualifies under the Internal Revenue Code
rules.

If the distribution qualifies, you may roll it over into the Plan within 60 days
of the date you received it.

Your ROLLOVER CONTRIBUTION will become subject to all the terms and conditions
of the Plan and will only be distributable to you under the terms of the Plan.


VESTED INTEREST IN ROLLOVER CONTRIBUTIONS

You are always 100 percent vested in the value of the ROLLOVER CONTRIBUTIONS
(including any investment gains or losses on them) in your Plan account.


                                      11


<PAGE>



                             EMPLOYER CONTRIBUTIONS


In addition to your TAX-DEFERRED CONTRIBUTIONS, the Plan permits your EMPLOYER
to make EMPLOYER CONTRIBUTIONS to the Plan on your behalf. You are not taxed on
any EMPLOYER CONTRIBUTIONS that may be made on your behalf until distribution is
made to you.


AMOUNT OF MATCHING CONTRIBUTIONS

Your EMPLOYER will make a MATCHING CONTRIBUTION for each CONTRIBUTION PERIOD on
your behalf equal to 70 percent of your eligible TAX-DEFERRED CONTRIBUTIONS.
Eligible TAX-DEFERRED CONTRIBUTIONS are your TAX-DEFERRED CONTRIBUTIONS for the
CONTRIBUTION PERIOD up to seven percent of your COMPENSATION for the
CONTRIBUTION PERIOD. Your EMPLOYER may, in its discretion, make an additional
true-up MATCHING CONTRIBUTION on your behalf at the end of the PLAN YEAR equal
to a percentage, determined by your EMPLOYER, of your TAX-DEFERRED
CONTRIBUTIONS. The true up MATCHING CONTRIBUTIONS provide the maximum MATCHING
CONTRIBUTION on an annual basis.


AMOUNT OF QUALIFIED NON-ELECTIVE EMPLOYER CONTRIBUTIONS

Your EMPLOYER, in its discretion, may make a QUALIFIED NON-ELECTIVE CONTRIBUTION
for a CONTRIBUTION PERIOD on your behalf equal to a percentage, determined by
your EMPLOYER, of your COMPENSATION for the CONTRIBUTION PERIOD. Your EMPLOYER
will NOT make a QUALIFIED NON-ELECTIVE CONTRIBUTION on your behalf for a
CONTRIBUTION PERIOD if you are a HIGHLY COMPENSATED EMPLOYEE for that
CONTRIBUTION PERIOD.


AMOUNT OF PROFIT-SHARING CONTRIBUTIONS

Your EMPLOYER, in its discretion, may make a PROFIT-SHARING CONTRIBUTION for a
CONTRIBUTION PERIOD on your behalf equal to a percentage, determined by your
EMPLOYER, of your COMPENSATION for the CONTRIBUTION PERIOD.


ELIGIBILITY TO PARTICIPATE IN EMPLOYER CONTRIBUTIONS

You are eligible to begin participating in EMPLOYER CONTRIBUTIONS under the Plan
on the same day that you are eligible to begin making TAX-DEFERRED CONTRIBUTIONS
to the Plan.


                                      12

<PAGE>



ANNUAL SERVICE REQUIREMENT

If you have met the eligibility requirements to begin participating in EMPLOYER
CONTRIBUTIONS, you will share in the allocation of PROFIT-SHARING CONTRIBUTIONS
for a particular CONTRIBUTION PERIOD only if you also are employed by an
EMPLOYER on the last day of the CONTRIBUTION PERIOD. However, you will share in
the allocation of PROFIT-SHARING CONTRIBUTIONS for a particular CONTRIBUTION
PERIOD even if you are not employed by an EMPLOYER on the last day of the
CONTRIBUTION PERIOD because you retired at or after your NORMAL RETIREMENT DATE,
or because you died or became permanently and totally disabled. You are
permanently and totally disabled if the ADMINISTRATOR determines, on the basis
of an acceptable physician's certificate, that you are permanently disabled such
that you can no longer continue in the service of your Employer.


REEMPLOYMENT

If your employment terminates and you are later reemployed as an EMPLOYEE, you
will be eligible to begin participating in EMPLOYER CONTRIBUTIONS on your
reemployment date if you were eligible to participate in EMPLOYER CONTRIBUTIONS
at the time you terminated employment. Otherwise, you will be able to begin
participating in EMPLOYER CONTRIBUTIONS on the same day that you are first
eligible to make TAX-DEFERRED CONTRIBUTIONS to the Plan.


VESTED INTEREST IN EMPLOYER CONTRIBUTIONS

You are always 100 percent vested in the value of the EMPLOYER CONTRIBUTIONS in
your Plan account.


                                      13


<PAGE>



                          LIMITATIONS ON CONTRIBUTIONS


Federal law limits the maximum amount of TAX-DEFERRED CONTRIBUTIONS that you can
make to the Plan each calendar year. For 2000, the maximum amount is $10,500
(this amount may be adjusted upward each year). If the ADMINISTRATOR determines
that the amount you authorize your EMPLOYER to withhold from your COMPENSATION
would exceed the maximum amount permitted for the year, the ADMINISTRATOR will
adjust the amount withheld so that it does not exceed the maximum.

If you are a HIGHLY COMPENSATED EMPLOYEE, Federal law also limits the amount of
TAX-DEFERRED CONTRIBUTIONS that you can make to the Plan and the amount of
MATCHING CONTRIBUTIONS that your EMPLOYER can make to the Plan on your behalf.
If the ADMINISTRATOR determines that contributions for HIGHLY COMPENSATED
EMPLOYEES would exceed the amount that may be contributed to the Plan, it may
adjust the amount of TAX-DEFERRED CONTRIBUTIONS, AFTER-TAX CONTRIBUTIONS, and
MATCHING CONTRIBUTIONS that would otherwise be made for HIGHLY COMPENSATED
EMPLOYEES.

In addition, contributions to the Plan are subject to other maximum limitations
under the Internal Revenue Code and other applicable law. Amounts that would
exceed those limits will be distributed or forfeited as provided under the Plan.


                                      14
<PAGE>



                      WHERE PLAN CONTRIBUTIONS ARE INVESTED


You direct how your TAX-DEFERRED CONTRIBUTIONS and ROLLOVER CONTRIBUTIONS are
invested. All other contributions to the Plan are invested by the TRUSTEE as
directed by the SPONSOR. You may direct that contributions be invested in any of
the INVESTMENT FUNDS made available to you under the Plan. Upon request, the
ADMINISTRATOR will provide you with additional information on the different
INVESTMENT FUNDS available. New INVESTMENT FUNDS may be added and existing
INVESTMENT FUNDS changed. The ADMINISTRATOR will update the description of the
available INVESTMENT FUNDS to reflect any changes.


404(c) PROTECTION

Because you direct how contributions to your Plan account are invested, the
SPONSOR, who would otherwise be responsible under Federal rules for directing
investments, is relieved of this responsibility with respect to those
contributions. Therefore, it is no longer liable under the law for any losses to
your Plan account that are the direct and necessary result of your investment
directions. It is still responsible, however, for being sure that you have
diverse investment opportunities and sufficient opportunity to direct the
investment of your Plan account.


                                      15
<PAGE>



                           MAKING INVESTMENT ELECTIONS


INVESTMENT ELECTIONS

At least such number of days as the ADMINISTRATOR prescribes before the
effective date of your participation in the Plan, you must file an investment
election with the ADMINISTRATOR directing how contributions to your Plan account
are to be invested.

Your investment election must specify the percentage of the contributions to
your Plan account that is to be invested among the INVESTMENT FUNDS.


FAILURE TO DIRECT INVESTMENTS

If you do not direct how contributions to your Plan account are to be invested,
the contributions will be invested among the INVESTMENT FUNDS selected by the
ADMINISTRATOR.


CHANGE OF INVESTMENT ELECTIONS

You may change how contributions to your Plan account are invested on any day
of the PLAN YEAR. To perform this transaction, you may call
ANSWERLINE-Registered Trademark-, use ANSWERNET-Registered Trademark-, or
contact the ADMINISTRATOR.

ELECTION TO TRANSFER BETWEEN INVESTMENT FUNDS

You may transfer any amount held in your Plan account from one INVESTMENT
FUND to another INVESTMENT FUND. You must specify the amount that is to be
transferred. To perform this transaction, you may call ANSWERLINE-Registered
Trademark- or contact the ADMINISTRATOR.

Direct transfers may not be made between one of the guaranteed long term
vehicles (Guaranteed Income Fund) and any fund deemed to be a competing fund,
such as a bond fund, without first going through an equity vehicle for at least
90 days.

A transfer may be made effective as of any day of the PLAN YEAR.


                                      16
<PAGE>



ANSWERLINE-Registered Trademark- 1-800 SERVICE

The ANSWERLINE-Registered Trademark- Service is a state-of-the-art system
that allows you to access information about your account using a touch-tone
telephone. To access ANSWERLINE-Registered Trademark-, call 1-800-253-2287.
ANSWERLINE-Registered Trademark- enables you to perform certain transactions,
investment transfers, and investment changes in accordance with the terms of
your Plan. You should contact the ADMINISTRATOR for materials that describe
the features and options that are available.

ANSWERLINE-Registered Trademark- is normally available 24 hours a day, seven
days a week, except during a brief period of approximately 20 minutes each
morning between the hours of 3:30 a.m. and 7:00 a.m., eastern time.

ANSWERNET-Registered Trademark- - INTERNET SERVICE

CIGNA's ANSWERNET-Registered Trademark- allows Internet access to your
retirement account using your personal computer. ANSWERNET-Registered
Trademark- is available 24 hours a day, seven days a week. You can access
ANSWERNET-Registered Trademark- through CIGNA's Internet site at
https://answernet.retire.cigna.com.


                                      17
<PAGE>



                          LOANS FROM YOUR PLAN ACCOUNT


You may apply for a loan from your Plan account, by calling
ANSWERLINE-Registered Trademark-, while you are employed by your EMPLOYER. No
loans shall be made from Employer Contributions. The ADMINISTRATOR will
provide you with a copy of the rules governing Plan loans.

Any Plan loan made to you will be treated as a separate investment of the
assets held in your Plan account.

INTERNAL REVENUE CODE RULES

Specific Internal Revenue Code rules govern loans from tax-qualified plans. Any
Plan loan must meet the minimum requirements set forth in the IRS rules. The
loan guidelines provided by the ADMINISTRATOR may, however, set forth more
stringent requirements than the IRS minimum. In that case, any Plan loan must
meet the more stringent requirements set forth in the loan guidelines.

The interest rate charged on a Plan loan must be a reasonable rate similar to
the rate charged for a loan made under similar circumstances by persons in the
business of lending money.

The amount of any Plan loan, when added to the outstanding balance of all other
loans made to you from the Plan or any other plan maintained by your EMPLOYER or
a RELATED COMPANY, may not exceed specified limits.

The term of any Plan loan may not exceed five years, unless it is used to
purchase your principal residence. If you are using the loan to purchase your
principal residence, your ADMINISTRATOR may allow a longer repayment period of
up to ten years.

Any Plan loan must be repaid in substantially equal installments through payroll
deductions over the term of the loan. Payments must be made not less frequently
than quarterly.


COLLATERAL FOR LOAN

If you receive a Plan loan, a portion of your Plan account equal to the loan
amount will be used as collateral for the loan. If a Plan loan is still
outstanding at the time distribution of your Plan account is to be made, the
amount distributed to you will be reduced by the amount of your Plan account
that is held as collateral for the loan, but only to the extent necessary to
repay the loan. If you terminate employment with an outstanding loan, the loan
will become immediately due and payable and your Plan account will be reduced by
the amount of the outstanding loan balance.


                                      18
<PAGE>

DEFAULT ON A LOAN

You will not receive a Plan loan unless you agree that your Plan account may be
charged for unpaid principal and interest if you default on the loan. A Plan
loan may be declared by the ADMINISTRATOR to be in default if you fail to make
required payments on the loan within 90 days of the due date or there is an
outstanding balance on the last scheduled repayment date. If a loan is declared
to be in default, the entire unpaid balance of the loan, together with accrued
interest, is immediately due and payable. If the balance and interest is not
then paid, your Plan account will be charged with the amount of the balance and
interest at the earliest date that distribution may be made to you without
affecting the tax qualification of the Plan.


ADDITIONAL PLAN LOAN RULES

The minimum amount of any Plan loan that you may receive is $1,000.

You may not have more than one outstanding Plan loan at any time.

You may pre-pay the balance of any Plan loan before its due date without
incurring a penalty.

If your employment terminates, the outstanding balance of any Plan loan made to
you shall be immediately due and owing unless you elect to roll over your
outstanding loan balance to another qualified plan that accepts such rollovers.

                                       19

<PAGE>


                             IN-SERVICE WITHDRAWALS


Under certain circumstances, you may make a cash withdrawal from your Plan
account while you are still employed by your EMPLOYER.


WITHDRAWAL OF PRIOR NU-METRICS EMPLOYER CONTRIBUTIONS

If you have reached age 65, you may withdraw the value of your prior Nu-Metrics
EMPLOYER CONTRIBUTIONS in your Plan account that is attributable to assets
transferred to the Plan in connection with the merger of the Nu-Metrics 401(k)
Plan.

Any withdrawal of EMPLOYER CONTRIBUTIONS that you make is subject to the overall
conditions and limitations on withdrawals listed below.


WITHDRAWAL OF PRIOR TAX-DEFERRED NU-METRICS CONTRIBUTIONS

If you have reached age 59 1/2, you may withdraw the value of your prior
Nu-Metrics TAX-DEFERRED CONTRIBUTIONS in your Plan account that is attributable
to assets transferred to the Plan in connection with the merger of the
Nu-Metrics 401(k) Plan. Any withdrawal of TAX-DEFERRED CONTRIBUTIONS that you
make is subject to the overall conditions and limitations on withdrawals listed
below.


OVERALL CONDITIONS AND LIMITATIONS ON WITHDRAWALS

You may make a withdrawal from your Plan account effective as of the date or
dates prescribed by the ADMINISTRATOR.


                                      20

<PAGE>


                        DISTRIBUTION OF YOUR PLAN ACCOUNT


TIMING OF DISTRIBUTION

If your employment terminates with your EMPLOYER (and all RELATED COMPANIES),
the Plan permits distribution of your Plan account. Distribution may be made as
soon as reasonably practicable following the date your employment terminates.


APPLICATION FOR DISTRIBUTION

Unless your Plan account is CASHED OUT as provided below, distribution of your
Plan account will not be made until your NORMAL RETIREMENT DATE unless you have
filed an application for distribution with the ADMINISTRATOR.

You must pay for all fees and expenses to maintain your vested interest in the
Plan. These expenses will be withdrawn directly from your account.


SUSPENSION OF DISTRIBUTION

If you are reemployed by your EMPLOYER (or a RELATED COMPANY) before
distribution of the full value of your Plan account has been made, distribution
of your Plan account will be suspended until your reemployment terminates.


DISTRIBUTION TO YOU

If distribution of your Plan account is to be made to you in a single-sum
payment, the full value of your Plan account will be distributed to you when you
receive the single-sum payment.


DISTRIBUTION TO YOUR BENEFICIARY

If you die before distribution of the full value of your Plan account has been
made to you, distribution of your Plan account will be made to your BENEFICIARY
as soon as reasonably practicable following the date your BENEFICIARY files an
application for distribution with the ADMINISTRATOR.


                                      21

<PAGE>


CASH OUTS OF PLAN ACCOUNTS AND CONSENT TO DISTRIBUTION

If the value of your Plan account is $3,500 or less, your Plan account will be
"CASHED OUT" by distributing your Plan account in a single-sum payment as soon
as reasonably practicable following the date your employment terminates. Your
Plan account will be CASHED OUT even if you do not consent to the distribution.

If the value of your Plan account is more than $3,500, distribution of your Plan
account cannot be made before your NORMAL RETIREMENT DATE without your written
consent.


DIRECT ROLLOVER REQUIREMENTS

If the distribution of your Plan account is eligible for rollover into an
Individual Retirement Account (or "IRA") or other eligible retirement plan, you
can elect to have the distribution transferred directly into the Individual
Retirement Account or other eligible retirement plan. If you do not elect to
have a distribution eligible for rollover directly transferred into an
Individual Retirement Account or other eligible retirement plan, a 20 percent
mandatory Federal income tax withholding applies to the distribution. If a
distribution of your Plan account to your Beneficiary is eligible for rollover,
the rollover election and mandatory tax withholding apply to the distribution.


REQUIRED DISTRIBUTIONS

Distribution of your Plan account must be made no later than the April 1
following the close of the calendar year in which you reach age 70 1/2,
regardless of whether your employment has terminated at that time or whether you
have filed an application for distribution with the ADMINISTRATOR. Special rules
apply if you reached age 70 1/2 before January 1, 1988.


                                       22


<PAGE>

                                 FORM OF PAYMENT


NORMAL FORM OF PAYMENT

Unless you elect the optional form of payment described below, distribution of
your Plan account will be made to you in a single-sum payment.


OPTIONAL FORM OF PAYMENT

You may elect to have distribution of the portion of your Plan account that is
attributable to assets transferred to the Plan in connection with the merger of
the Nu-Metrics 401(k) Plan made in the optional form of payment provided under
the Plan. The optional form of payment for prior Nu-Metrics contributions
available under the Plan is a series of installment payments.

You specify the period over which installment payments will be paid. Under
Federal law, however, the maximum period over which installment payments may be
paid cannot exceed your life expectancy or the joint life expectancies of you
and your BENEFICIARY. For purposes of determining the maximum payment period,
your life expectancy, and the life expectancy of your BENEFICIARY, if
applicable, will be calculated only once, at the time installment payments
begin.

Installment payments will be paid in reasonably equal payments, except as
necessary to reflect increases or decreases in the value of your Plan account.


FORM OF PAYMENT TO YOUR BENEFICIARY

If you die before any distribution of your Plan account is made, distribution of
your Plan account will be made to your BENEFICIARY in a single-sum payment or in
a series of installment payments, whichever your BENEFICIARY selects. If you die
after distribution of your Plan account has begun in a series of installment
payments, but before distribution of the full value of your Plan account is
made, installment payments will continue to your BENEFICIARY after your death.


EFFECT OF REEMPLOYMENT ON FORM OF PAYMENT ELECTION

If you are reemployed by your EMPLOYER (or a RELATED COMPANY) before
distribution of the full value of your Plan account is made, any form of payment
election that you made will be ineffective with respect to your Plan account.


                                      23


<PAGE>



OVERRIDING CASH OUT PROVISION

If the value of your Plan account is $3,500 or less, your Plan account will be
"CASHED OUT" by distributing your Plan account to you in a single-sum payment.
Your Plan account will be CASHED OUT even if you have elected a form of payment
other than a single-sum payment.


                                      24
<PAGE>



                         YOUR BENEFICIARY UNDER THE PLAN


You may designate a BENEFICIARY on the form provided by the ADMINISTRATOR to
receive distribution of your Plan account if you die. Unless you marry (or
remarry), your BENEFICIARY will not change until you file a new designation of
BENEFICIARY form with the ADMINISTRATOR designating a different BENEFICIARY.


BENEFICIARY IF YOU ARE MARRIED

If you are married, your BENEFICIARY under the Plan is your spouse. You may
designate a non-spouse BENEFICIARY on the form provided by the ADMINISTRATOR
with your spouse's written consent.


EFFECT OF MARRIAGE ON PRIOR BENEFICIARY DESIGNATION

If you designate a non-spouse BENEFICIARY and then get married, your prior
BENEFICIARY designation will be ineffective.


BENEFICIARY WHERE THERE IS NO DESIGNATED BENEFICIARY

If you die without designating a BENEFICIARY or if no BENEFICIARY survives you,
your BENEFICIARY will be your surviving spouse or, if you have no surviving
spouse, your surviving children in equal shares, or if you have no surviving
children, your estate.


SPOUSAL CONSENT TO BENEFICIARY DESIGNATION

If you designate a BENEFICIARY other than your spouse, your spouse must sign a
written consent to your designation of a BENEFICIARY. Your spouse's written
consent must specifically acknowledge the non-spouse BENEFICIARY you have
designated and must be witnessed by a Plan representative or a notary public.
Instead of specifically acknowledging your designated, non-spouse BENEFICIARY,
your spouse's consent may be a general consent that permits you to change your
designation of BENEFICIARY without further spousal consent.

Your spouse's written consent will not be required if your spouse cannot be
located, you have a court order stating that you are legally separated from your
spouse, or you have a court order stating that your spouse has abandoned you.


                                      25
<PAGE>



                               CLAIMS FOR BENEFITS


Your application for benefits under the Plan should be sent to the
ADMINISTRATOR.

If you disagree with a decision made by the ADMINISTRATOR regarding a claim
under the Plan, you have the right to ask the ADMINISTRATOR for a review of its
decision. You should contact the ADMINISTRATOR at its business address or at its
business phone number within 60 days of the date on which you receive notice of
denial of the claim. A request for review must contain the following
information:

         (a)      the date you received notice of denial of your claim and the
                  date your request for review is filed;

         (b)      the specific part of the claim you want reviewed;

         (c)      a statement setting forth the basis upon which you think the
                  decision should be reversed; and

         (d)      any written material that you think is pertinent to your claim
                  and that you want the ADMINISTRATOR to examine.

Unless additional time is required, the ADMINISTRATOR will review the denial of
your claim and notify you in writing of its decision, within 60 days of the
filing of your request.


                                      26
<PAGE>



                      AMENDMENT AND TERMINATION OF THE PLAN


PLAN AMENDMENT

The SPONSOR reserves the right to amend the Plan, either prospectively or
retroactively.


PLAN TERMINATION

The SPONSOR reserves the right to terminate the Plan at any time. In addition,
an EMPLOYER may withdraw from the Plan at any time. If an EMPLOYER withdraws
from the Plan, the EMPLOYER will determine whether the withdrawal should be
treated as a termination of the Plan with respect to its EMPLOYEES.

If the Plan is terminated, distribution of your Plan account will be made as
permitted under Federal law.


                                      27
<PAGE>



                            MISCELLANEOUS INFORMATION


PLAN BOOKLET DOES NOT CREATE EMPLOYMENT CONTRACT

The only purpose of this booklet is to provide you with information about the
benefits available under the Plan. The benefits described are not conditions of
employment. Nor is the booklet intended to create an employment contract between
you and your EMPLOYER. Nothing in this booklet should be construed as a
limitation on your or your EMPLOYER'S right to terminate your employment at any
time, with or without cause.


NO GUARANTEES REGARDING INVESTMENT PERFORMANCE

Neither the SPONSOR, your EMPLOYER, nor the ADMINISTRATOR guarantees any
particular investment gain or appreciation on your Plan account nor guarantees
your Plan account against investment losses or depreciation.


IF CIRCUMSTANCES REQUIRE THE DELAY OF A WITHDRAWAL

All withdrawals may be delayed by Connecticut General Life Insurance Company
under certain circumstances. A description of these situations may be obtained
from your ADMINISTRATOR. Regardless of the circumstances, there will be no delay
in payment in cases of death, retirement, termination of employment, or total
and permanent disability.


TRANSFERS FROM THE GUARANTEED INCOME FUND MAY BE LIMITED

Under certain circumstances the amount transferred from the Guaranteed Income
Fund to other investment funds may be limited by Connecticut General Life
Insurance Company. Please see your ADMINISTRATOR for further information on
transferring funds from the Guaranteed Income Fund.


PAYMENT OF ADMINISTRATIVE EXPENSES

Generally, the expenses of administering the Plan are paid from Plan assets,
unless your EMPLOYER elects to make the payment. In addition, your particular
Plan account may be charged for the cost of administrative expenses that are
attributable directly to your Plan account, unless your EMPLOYER elects to make
the payment.


                                      28

<PAGE>



QUALIFIED DOMESTIC RELATIONS ORDERS

Generally, Federal law prohibits payment of your Plan account to someone other
than you, unless you have died. An exception to this rule is made for QUALIFIED
DOMESTIC RELATIONS ORDERS. A QUALIFIED DOMESTIC RELATIONS ORDER may require that
a portion of your Plan account be paid to someone other than you or your
BENEFICIARY.

"QUALIFIED DOMESTIC RELATIONS ORDERS" are court judgments, decrees, etc. that
pertain to child support, alimony, or marital property and that meet specific
legal requirements. The ADMINISTRATOR has procedures for determining whether a
court judgment or decree meets the specific legal requirements to be a QUALIFIED
DOMESTIC RELATIONS ORDER.


RETURN OF CONTRIBUTIONS TO YOUR EMPLOYER

If your EMPLOYER makes a contribution to the Plan on your behalf by mistake or
if your EMPLOYER cannot deduct a contribution made to the Plan on its tax
return, that contribution will be returned to your EMPLOYER in accordance with
Federal law.


                                      29
<PAGE>



                              TOP-HEAVY PROVISIONS


Federal law requires that the Plan contain certain provisions that become
effective only if the Plan becomes TOP-HEAVY. The Plan will become "TOP-HEAVY"
if the aggregate value of Plan accounts for certain officers and shareholders is
60 percent or more of the value of all assets held under the Plan. If the Plan
becomes TOP-HEAVY, specific minimum vesting and minimum benefits provisions
become effective. If the Plan becomes TOP-HEAVY, the ADMINISTRATOR will notify
you and give you additional details regarding these provisions.


                                      30
<PAGE>



                           MORE THINGS YOU SHOULD KNOW


Your EMPLOYER makes contributions to the Plan solely for your benefit. All the
assets of the Plan are held for the exclusive benefit of participants and their
beneficiaries. The Plan is qualified under the Internal Revenue Code as a
profit-sharing plan.

EMPLOYER CONTRIBUTIONS to the Plan can only be made out of EMPLOYER current or
accumulated net earnings. If your EMPLOYER has no current or accumulated net
earnings for a PLAN YEAR, no EMPLOYER CONTRIBUTIONS to the Plan can be made for
that PLAN YEAR.

Even though the Plan generally provides for distribution after termination of
your employment, under certain circumstances which involve a termination of
employment with your EMPLOYER because of a sale of the business in which you
work, if you continue working for the successor employer you may not be eligible
for distribution of your Plan account until your employment terminates with the
successor employer and any companies related to it.

Because the Plan assets are held in individual accounts and are never less than
the total benefits payable to participants, no insurance of benefits by the
Pension Benefit Guaranty Corporation under Title IV of the Employee Retirement
Income Security Act of 1974 ("ERISA") is necessary or available. The Plan is
subject, however, to the applicable provisions of Title I of ERISA (protection
of employee benefit rights) and Title II of ERISA (amendments to the Internal
Revenue Code relating to retirement plans).


                                      31
<PAGE>



                           YOUR RIGHTS UNDER THE PLAN


The Plan is covered by ERISA, which was designed to protect employees' rights
under benefit plans. As a participant of the Plan, you should know as much as
possible about your Plan benefits. You are entitled to:

-        Examine, without charge, at the Plan administrator's office and at
         other specified locations, copies of all Plan documents and other Plan
         information filed by the Plan administrator with the U.S. Department of
         Labor, such as annual reports and Plan descriptions.

-        Obtain copies of all Plan documents and other Plan information, upon
         written request addressed to the Plan administrator and for which the
         Plan administrator may make a reasonable charge.

-        Receive from the Plan administrator at no charge a summary of the
         Plan's annual financial report.

-        Obtain a statement once a year, upon written request addressed to the
         Plan administrator, of your accrued benefits under the Plan.

-        Obtain information as to whether a particular employer has adopted the
         Plan and, if so, the employer's address, upon written request addressed
         to the Plan administrator.

-        Receive a written explanation with respect to any denied benefit claim
         regarding the reasons for the denial and the steps you must take in
         order to have the denial reviewed and reconsidered.

ERISA imposes duties upon the people who are responsible for the operation of
the Plan. Such people are called "fiduciaries" and have a duty to act prudently
and in the best interest of participants and their beneficiaries. No one,
including your EMPLOYER, may fire you or otherwise discriminate against you in
any way to prevent you from obtaining a Plan benefit or exercising your rights
under ERISA.

There are steps you can take to enforce your rights under ERISA. Although the
ADMINISTRATOR carefully administers the Plan, if for some reason you believe
that you have been improperly denied a benefit or that your rights under ERISA
have been violated, you have a right to file suit in state or Federal court. If
you believe a Plan fiduciary has misused Plan funds, or if documents you have
requested are not furnished within 30 days (barring circumstances beyond the
Plan administrator's control), you have the right to file suit in Federal court
or request assistance from the U.S. Department of Labor. A court may award you
certain penalties (up to $110.00 per day) if the Plan administrator refused to
provide documents you requested, until you receive the


                                      32
<PAGE>

documents. If you disagree with the ADMINISTRATOR'S decision (or lack
thereof) concerning the qualified status of a domestic relations order, you
may file suit in Federal court. Service of legal process may be made upon the
agent designated at the end of this booklet.

The SPONSOR does not believe that filing suit will ever be necessary, but should
you feel that it is, the law protects you from being fired or otherwise
discriminated against to prevent you from enforcing your rights under ERISA.

After deciding your case, the court may also decide whether the losing party
should pay court costs and the legal fees and expenses of the winning party. If
you are successful, the court may order the party you have sued to pay these
costs and fees for you. However, if you lose, the court may order you to pay
these costs and fees for the party you sued, for example, if the court finds
your claim to be frivolous.

If you have any questions, you should contact the Plan administrator at the
address indicated at the end of this booklet.

If you have any questions about this statement of your rights under ERISA,
you may contact the nearest Office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in your telephone directory
or contact the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution
Avenue, N.W., Washington, DC 20210.


                                      33
<PAGE>



                             ADDITIONAL INFORMATION


PLAN ADMINISTRATOR

The Plan administrator (which may or may not also be the ADMINISTRATOR) is:
Quixote Corporation, One East Wacker Drive, Chicago, IL 60601; (312) 467-6755.


AGENT FOR SERVICE OF LEGAL PROCESS

Legal process may be served on: Quixote Corporation, One East Wacker Drive,
Chicago, IL 60601; (312) 467-6755. Legal process may also be served on the
TRUSTEE at its address listed below.


SPONSOR

The SPONSOR is: Quixote Corporation, One East Wacker Drive, Chicago, IL 60601;
(312) 467-6755.


EMPLOYER IDENTIFICATION NUMBER

The SPONSOR'S Employer identification number for purposes of helping to identify
the Plan is: 36-2675371.


PLAN NUMBER

The Plan number for purposes of helping to identify the Plan is:  001.


TRUSTEE

The TRUSTEE is: CG Trust Company, an Illinois Company, 525 West Monroe St.,
Suite 1900, Chicago, IL 60661-3629.


                                      34