<PAGE>
                                                                    EXHIBIT 10.8



                                NON-CONTRIBUTORY

                               RETIREMENT PROGRAM

                                       FOR

                                CERTAIN EMPLOYEES

                                       OF

                         TRIPLE-S MANAGEMENT CORPORATION

The undersigned certifies that Triple-S Management Corporation, incorporated in
Puerto Rico with its principal office in Caparra (herein referred to as the
"Employer") has adopted a retirement program for certain of its employees, or
has amended said program, in the form set forth herein and subject to the
elections made herein, effective with respect to Participants who are Employees
on or after the 1st day of January, 2001, except to the extent that the context
of a provision herein indicates that it is applicable to a Participant who is
not an Employee on or after said date.

                                             /s/  Miquel A. Vazquez Deynes

(CORPORATE SEAL)                             Miquel A. Vazquez Deynes
                                             ----------------------------------
                                             Signature

/s/ Arturo de Lahongrais

Arturo de Lahongrais                         President & CEO
---------------------------------            ----------------------------------
Attest                                       Title



Human Resources Vice-President                    2-8-02
---------------------------------            ----------------------------------
Title                                        Date


                                             APPROVED:

                                             NATIONAL EMPLOYEE BENEFITS
                                             COMMITTEE

                                             By: /s/
                                                -------------------------------
                                             Assistant Secretary

[Amended through 1/1/2002 (ss 10.3.2001)]


<PAGE>

                                TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----
ARTICLE 1- DEFINITIONS                                                  1-1

1.01  - Actuarial Equivalent                                            1-1

1.O1A - Annuity Starting Date                                           1-1

1.02  - Beneficiary                                                     1-1

1.03  - Break in Service                                                1-1

1.04  - Committee                                                       1-2

1.05  - Early Retirement Age                                            1-2

1.06  - Earnings                                                        1-2

1.07  - Effective Date                                                  1-5

1.08  - Employee                                                        1-5

1.09  - Employer                                                        1-5

1.10  - Employment                                                      1-5

1.11  - Entry Date                                                      1-6

1.12  - Final Average Earnings                                          1-6

1.12A - Maximum Annual Social Security Covered Compensation             1-7

1.13  - Normal Retirement Age                                           1-7

1.13A - Social Security Retirement Age                                  1-7

1.14  - Participant                                                     1-7

1.15  - Participating Plan                                              1-7

1.16  - Plan                                                            1-7

1.17  - Primary Social Security Benefit                                 1-8

1.18  - Program                                                         1-8

1.19  - Program Year                                                    1-8

1.20  - Spouse                                                          1-8

1.21  - Total and Permanent Disability                                  1-9

1.22  - Trust Agreement                                                 1-9

1.23  - Trustee                                                         1-9

1.24  - Trust Fund or Fund                                              1-9

1.25  - Year of Employer Service                                        1-10

1.26  - Year of Participation Service                                   1-10

1.27  - Year of Plans and Association Service                           1-11



<PAGE>

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
     1.28 - Year of Vesting Service                                                       1-11

     1.29 - Hour of Service                                                               1-12

     1.30 - Initial Computation Period and Subsequent Computation Period                  1-13

 ARTICLE 2 - PARTICIPATION

     2.01  - Conditions of Participation                                                  2-1

     2.02  - Participation                                                                2-1

     2.03  - Acceptance                                                                   2-1

 ARTICLE 3 - FINANCING OF PROGRAM                                                         3-1

     3.01  - Medium of Financing the Program                                              3-1

     3.02  - Employer Contributions                                                       3-1

     3.03  - Employee Contributions                                                       3-1

 ARTICLE 4 - BENEFITS                                                                     4-1

     4.01  - General Conditions                                                           4-1

     4.02  - Normal Retirement                                                            4-6

     4.03  - Delayed Retirement                                                           4-11

     4.04  - Early Retirement                                                             4-13

     4.05  - Special Early Retirement Benefit                                             4-15

     4.06  - Pre-Retirement Death Benefit                                                 4-16

     4.07  - No Death Benefits Except as Specified                                        4-26

     4.08  - Vesting                                                                      4-26

     4.09  - Other Termination of Employment                                              4-29

     4.10  - Cost-of-Living Adjustment                                                    4-29

     4.11  - Non-duplication of Benefits                                                  4-30

     4.12  - Limitations on Benefits                                                      4-32

     4.13  - Suspension of Benefits                                                       4-40

     4.14  - Leaves of Absence                                                            4-42

     4.15  - Small Benefits                                                               4-42

     4.16  - Granting Credit for-Accrued Benefits for a Period of Total and
             Permanent Disability                                                         4-43
</TABLE>
<PAGE>
                                                                             iii

<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                -----
<S>                                                                             <C>
 ARTICLE 5 - FORMS OF BENEFITS                                                  5-1

    5.01 - Joint and Survivor Benefit                                           5-1

    5.02 - Distribution Requirements and Election of Optional Retirement
           Benefits                                                             5-2

    5.03 - Determination of Optional Benefit                                    5-6

    5.04 - Description of Options                                               5-9

    5.05 - Cancellation of Election or Beneficiary Change                       5-10

    5.06 - Direct Rollover Rules                                                5-11

    5.07 - Liquidity Shortfall                                                  5-12

 ARTICLE 6 - ADMINISTRATION OF PROGRAM                                          6-1

    6.01 - Administration                                                       6-1

    6.02 - Records                                                              6-2

    6.03 - Liability of the Committee                                           6-2

    6.04 - Procedure for Funding Policy                                         6-2

    6.05 - Legal Incompetence                                                   6-2

    6.06 - Correction of Errors                                                 6-3

    6.07 - Payment of Fees and Expenses                                         6-3

 ARTICLE 7 - AMENDMENT AND TERMINATION OF PROGRAM                               7-1

    7.01 - Amendment of Program                                                 7-1

    7.02 - Termination of Program                                               7-1

    7.03 - Rights Non-forfeitable                                               7-4

    7.04 - Distribution on Termination                                          7-4

    7.05 - Liquidation of Assets                                                7-6

    7.06 - Purchase of Benefits                                                 7-6

    7.07 - Restriction of Benefits                                              7-7

 ARTICLE 8 - MISCELLANEOUS                                                       8-1

    8.01 - Action by Employer                                                   8-1

    8.02 - Liability of Employer                                                8-1

    8.03 - Successor to Business of Employer                                    8-1

    8.04 - Dissolution of the Employer                                          8-1

    8.05 - Interest in the Fund                                                 8-1
</TABLE>

<PAGE>

                                                                              iv

<TABLE>
<CAPTION>

                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
     8.06   - Claims                                                            8-1

     8.07   - Mergers, Consolidations and Transfers of Assets                   8-2

     8.08   - Non-assignment of Benefits                                        8-2

     8.08A  - Certain Judgments                                                 8-3

     8.09   - Definition of Words                                               8-4

     8.10   - Titles                                                            8-4

     8.11   - Construction                                                      8-4

     8.12   - Execution of the Program                                          8-5

ARTICLE 9   - TOP-HEAVY PROVISIONS                                              9-1

     9.01   - Application of Article                                            9-1

     9.02   - Definitions                                                       9-1

     9.03   - Vesting                                                           9-3

     9.04   - Minimum Benefits                                                  9-4

     9.05   - Limitation on Compensation                                        9-5

     9.06   - Limits on Benefits and Contributions                              9-5

 ARTICLE 10 - RETIREE HEALTH BENEFITS                                           10-1

     10.01  - Retiree Health Benefits                                           10-1

     10.02  - Eligible Retirees, Eligible Dependents                            10-1

     10.03  - Limitations on Eligibility                                        10-2

     10.04  - No Employee Contributions                                         10-2

     10.05  - Employer Contributions                                            10-3

     10.06  - Key Employee Accounts                                             10-5

     10.07  - Retiree Health Program Fund                                       10-5

     10.08  - Distribution Directions From Retiree Health Program Plan
              Administrator                                                     10-6

     10.09  - Distribution Instructions to Trustee                              10-6

     10.10  - No Vesting in Trust Assets Prior to Actual Distribution           10-7

     10.11  - Termination of Retiree Health Program                             10-7

     10.12  - Administration                                                    10-8

     10.13  - Inconsistent Program Provisions                                   10-8

     10.14  - Prohibition on Diversion                                          10-8

     10.15  - Nondiscrimination                                                 10-8
</TABLE>

<PAGE>

                                                                             1-1

                                    ARTICLE 1

                                   DEFINITIONS

                  As used herein, the following words and phrases shall have the
meaning indicated unless otherwise defined or unless a different meaning is
required by the context:

                  1.01     "ACTUARIAL EQUIVALENT" shall mean, with respect to a
benefit payable under the Program, a benefit of equivalent value thereto
determined on the basis of the following actuarial assumptions:

                  (a)      The interest rate shall be equal to 5%; and (b) The
mortality rates shall be unisex rates constructed based upon the 1983 Group
Annuity Mortality Table, assuming the following distribution of male and female
employees: 50 percent males and 50 percent females.

                  If this box is checked [X], the Program (and/or any
predecessor program qualified under ss.401 of the Internal Revenue Code)
specified the actuarial assumptions used to determined a Participant's benefits,
and an amendment(s) (including the adoption of this Program or a restated
version of the Program) changed those actuarial assumptions; accordingly, any
benefit payable under the Program to the Participant thereafter shall be no less
than the benefit otherwise payable to the Participant, determined as of the day
immediately prior to the effective date of the amendment (i.e., determined as of
December 30, 1998) and computed on the basis of the actuarial assumptions in
effect on such date.

                  1.O1A    "ANNUITY STARTING DATE" is the benefit commencement
date which is the first date for which an amount is paid under the Program.

                  1.02     "BENEFICIARY" SHALL mean the person or persons last
designated by a Participant in writing on forms provided by the Committee to
receive benefits (if any) payable under the Program upon his death; provided
that any such designation shall be subject to the spousal consent rules of
Section 5.02(b). If no such designation of Beneficiary has been received by the
Committee prior to the date of death of the Participant or if there is no
surviving Beneficiary and a benefit is due and payable that is a lump sum or
may, under the terms of the Program, be computed and payable as a lump sum, such
benefit shall be payable to the estate of the Participant.

                  1.03A    A "BREAK IN SERVICE" occurs on the last day of a
twelve consecutive month period (immediately following a period of Employment by
a Plan) during which an Employee is not in the Employment of a Plan.
Notwithstanding the foregoing, in determining whether an Employee who is absent
from work for maternity or paternity reasons has incurred a Break in

<PAGE>
                                                                             1-2



Service, for purposes of Sections 2.01 and 4.08, a "Break in Service" occurs on
the last day of a twelve consecutive month period (beginning immediately after
the first anniversary of his last day of Employment by a Plan) during which the
Employee is not in the Employment of a Plan. For this purpose, an absence for
maternity or paternity reasons means an absence (i) by reason of the pregnancy
of the Employee, (ii) by reason of the birth of a child of the Employee, (iii)
by reason of the placement of a child with the Employee in connection with the
adoption of such child by the Employee, or (iv) for purposes of caring for such
child for a period immediately following such birth or placement. An Employee
shall not be deemed to be absent from work for maternity or paternity reasons
unless the Employee furnishes the Committee such timely information as the
Committee may reasonably require to establish that the absence is for maternity
or paternity reasons and the number of days for which there was such an absence.
Notwithstanding any provision of the Program to the contrary, a Break in Service
will be determined in accordance with the requirements of ss. 414(u) of the
Internal Revenue Code with respect to qualified military service.

                  1.04     "COMMITTEE" shall mean the National Employee Benefits
Committee appointed by the Blue Cross and Blue Shield Association and any
successor committee appointed by the Blue Cross and Blue Shield Association
pursuant to an agreement between the Employer and the Blue Cross and Blue Shield
Association referred to as Exhibit B.

                  1.05     "EARLY RETIREMENT AGE" shall mean the day on which an
individual attains his 55th birthdate.

                  1.06     "EARNINGS" shall mean the following as selected by
the Employer:

                  (a)      For a year beginning prior to January 1, 1988, the
Participant's compensation rate as specified in [x] the Program or [ ] the
predecessor program of the Employer in effect on such date.

                  (b)      For a year beginning on or after January 1. 1988, but
prior to N-A; (1), (2) or (3) as checked below:

                  [x] (1) The Participant's basic compensation rate on January 1
         of such year, exclusive of bonuses, overtime, and other extra
         compensation, or

                  [ ] (2) The Participant's basic compensation rate on January 1
         of such year, and the Participant's [ ] bonuses, [ ] overtime, [ ]
         other extra compensation, for the year preceding such year, or

                  [ ] (3) The Participant's compensation which is subject to
         Federal Income Tax Withholding in such year, plus any amount which the
         Participant elected pursuant to a
<PAGE>
                                                                             1-3


salary reduction agreement to have contributed by the Employer to a qualified
cash or deferred arrangement (under Section 401 (k) of the Internal Revenue
Code) provided such contribution is not then subject to Federal Income Tax under
Internal Revenue Code Section 402(e)(3), plus any additional amounts contributed
or deferred at the election of the Participant under Internal Revenue Code
Section 125, 402(h), 403(b), 414(h) or 457(b) and not subject to Federal Income
Tax, provided the Participant could have had such amounts paid in cash or
otherwise contributed towards a currently taxable benefit, plus, if this box is
checked [ ], amounts of compensation that are not subject to Federal Income Tax
Withholding that are includable in income and are reported on Form W-2 in such
year. However, such amounts earned after the last complete calendar year prior
to the earlier of the Employee's Early Retirement Date or last date of
Employment shall be disregarded.

                  (c) For a year beginning on or after "________", (1) or (2)
         as checked below:

                  [ ] (1) The Participant's basic compensation rate on January 1
         of such year, and the Participant's bonuses, overtime, and other extra
         compensation, paid in the year preceding such year, but disregarding.
         such amounts earned on or after the Employee's Early Retirement Date or
         last date of Employment, or

                  [ ] (2) The Participant's compensation which is subject to
         Federal Income Tax Withholding in such year, plus any amount which the
         Participant elected pursuant to a salary reduction agreement to have
         contributed by the Employer to a qualified cash or deferred arrangement
         (under Section 401(k) of the Internal Revenue Code) provided such
         contribution is not then subject to Federal Income Tax under Internal
         Revenue Code Section 402(e)(3), plus any additional amounts contributed
         or deferred at the election of the Participant under Internal Revenue
         Code Section 125, 132(f)(4), 402(h), 403(b), 414(h) or 457(b) and not
         subject to Federal Income Tax, provided the Participant could have had
         such amounts paid in cash or otherwise contributed towards a currently
         taxable benefit, plus, if this box is checked [ ], amounts of
         compensation that are not subject to Federal Income Tax Withholding
         that are includable in income and are reported on Form W-2 in such
         year. However, such amounts earned after the last complete calendar
         year prior to the earlier of the Employee's Early Retirement Date or
         last date of Employment shall be disregarded. (In no event, however,
         will the benefit of an Employee who was a Participant on the date prior
         to _________________, be less than the benefit would have been under
         the terms of the Earnings definition in effect under the Program on the
<PAGE>
                                                                             1-4


         day prior to that date and in accordance with: [ ] Section 1.06 (b)(1)
         or (2), assuming no changes in the Participant's Earnings after that
         date; or [ ] Section 1.06 (b)(3), assuming no changes in the
         Participant's basic compensation rate on that date plus the
         Participant's projected annual bonuses, overtime, and other extra
         compensation based on the amount of such extra compensation for the
         prior year.)

                  (d)      Notwithstanding the foregoing, for purposes of
calculating benefits in Program Years beginning on or after January 1, 1994, the
amount of Earnings taken into account for any Program Year shall not exceed
$150,000, as adjusted by the Secretary of the Treasury to reflect cost of living
increases. Any cost of living increase in effect for a particular Program Year
applies only with respect to Earnings for that Program Year taken into account
in determining benefits.

                  (e)      The following method shall be used to determine the
Earnings of an Employee with a Plan or Plans prior to the time the Employee
became employed by the Employer. With respect to an Employee who becomes a
Participant on or after January 1, 1999, the Employee's Earnings with the Plan
or Plans for such prior period shall be determined exclusively by applying a
salary scale, projected backwards, to the Employee's first full calendar year of
Earnings with the Employer. For these purposes the salary scale shall be
constructed on the assumption that the Employee's Earnings had increased at the
rate of 5 percent per year up to the level of the Employee's first full calendar
year of Earnings with the Employer. With respect to an Employee who was a
Participant in the Program on December 31, 1998, the Employee's Earnings with
the Plan or Plans for such prior period shall be determined based on the actual
earnings information the Committee acquires from the Plan or Plans. If Committee
does not have such earnings information at the time the Employee submits a claim
for benefits under the Program, the Employee shall be given the choice of having
the Earnings with the Plan or Plans for such prior period determined by applying
the 5 percent salary scale described above, or by using such evidence of the
Employee's actual Earnings with the Plan or Plans as the Employee may supply
that is satisfactory to the Committee in its sole discretion. Evidence which
generally will be considered for these purposes includes, but is not limited to,
Social Security records, federal W-2 forms, pay stubs, or a letter from the
prior Plan; provided, however, that the determination of whether particular
evidence is satisfactory shall be made by the Committee in its sole discretion.
If the Employee does not submit satisfactory evidence of such prior Plan
Earnings within 120 days of the date the Employee is notified of the choice, the
Employee's

<PAGE>
                                                                             1-5
Earnings with the prior Plan or Plans shall be determined by applying the 5
percent salary scale described above.

                  1.07     "EFFECTIVE DATE" shall mean July 1, 1975, the date on
which the Employer initially adopted the Program.

                  1.08     "EMPLOYEE" shall mean any person employed by the
Employer, but shall exclude a person who is included in a unit of employees
covered by an agreement which is a collective bargaining agreement between
employee representatives and one or more employers if retirement benefits were
the subject of good faith bargaining between such employee representatives and
such employer or employers unless the collective bargaining agreement provides
that such employees are covered by this Program. In no event shall the term
"Employee" include a person who is not recognized and treated by the Employer as
its employee. Such an excluded person includes, but is not limited to, a worker
who is classified by the Employer as an independent contractor or consultant, a
temporary worker, or an employee of a staffing firm, a leasing organization, or
a payroll agency. If such a excluded person is subsequently reclassified or
deemed to be reclassified as a common-law employee of the Employer, such person
shall, if otherwise eligible, become an "Employee" as of the actual date of
reclassification. If the effective date of reclassification is prior to the
actual date of reclassification, in no event shall the reclassified person be
considered or treated under the Program as an "Employee" with respect to the
period prior to the actual date of reclassification, and in no event shall the
reclassified person accrue benefits hereunder for such prior period. Further, in
no event shall the term "Employee" include a person who is a leased employee
(within the meaning of ss. 414(n) of the Internal Revenue Code) of the Employer.

                  1.09     "EMPLOYER" shall mean Triple-S Management
Corporation, which is a Plan as defined in Section 1.16.

                  1.10     "EMPLOYMENT" shall mean service as an employee,
within the meaning of the Federal Insurance Contribution Act, of an employer,
beginning when such service first commences and ending on the earlier of (a) the
date on which the employee quits, retires, is discharged or dies, (b) the first
anniversary of the first date on which an employee is absent from service (with
or without pay) for any other reason, such as vacation, holiday, sickness,
disability, leave of absence, or layoff, or (c) the date on which the employee
quits, retires, is discharged or dies after the employee is absent from service
(with or without pay) for any other reason, such as vacation, holiday, sickness,
disability, leave of absence, or layoff, provided, however, that if severance
from service resulted from a quit, retirement or discharge and the employee
returns to

<PAGE>
                                                                             1-6


the service of the employer within 12 months of the severance from service, or
if the employee severed from service as a result of a quit, retirement or
discharge during an absence for any other reason and the employee returns to the
service of the employer within 12 months of the date on which he was first
absent from service, the period of absence shall be included in Employment.

                    Notwithstanding any provision of the Program to the
contrary, benefits, and service credit with respect to qualified military
service will be provided in accordance with ss. 414(u) of the Internal Revenue
Code.

                   Solely for purposes of determining an Employee's level of
vesting, his participation service under Section 2.01(b), and whether benefits
may commence because he has terminated service or retired from the Employer,
(and not for the purpose of benefit calculation) the period of Employment (and
Hours of Service) shall also include service with (1) any corporation that is a
member of a controlled group of corporations (as defined in ss.414(b) of the
Internal Revenue Code) that includes the Employer, (2) any trade or business
(whether or not incorporated) that is under common control (as defined in
ss.414(c) of the Internal Revenue Code) with the Employer, (3) any organization
(whether or not incorporated) that is a member of an affiliated service group
(as defined in ss.414(m) of the Internal Revenue Code) that includes the
Employer, (4) except to the extent otherwise provided in regulations prescribed
by the Secretary of the Treasury under ss.414(n) of the Internal Revenue Code
with respect to periods of service required under ss.414(n)(4) of the Internal
Revenue Code to be credited to a leased employee (as defined in ss.414(n) of the
Internal Revenue Code) or a common-law employee, the leasing organization, and
(5) any other entity required to be aggregated with the Employer pursuant to
regulations under ss.414(o) of the Internal Revenue Code.

                  1.11     "ENTRY DATE" shall mean January 1 or July 1 of a
Program Year beginning on or after January 1, 1976, provided, however, that
"Entry Date" shall mean the date of Employment by the Employer in the case of an
Employee who satisfies the Conditions of Participation set forth in Section 2.01
on the date of his Employment by the Employer, and shall mean the first day
following the completion of a Year of Participation Service in the case of an
Employee who satisfies the Conditions of Participation set forth in Section 2.01
and whose prior Years of Participation Service were disregarded because of a
Break in Service.

                  1.12     "FINAL AVERAGE EARNINGS" means the highest average of
an Employee's Earnings for the five consecutive years (or his total years of
Employment by a Plan or Plans if less than five) out of the last 10 years of
Employment by a Plan or Plans ending with the last year of Employment for which
Earnings are included pursuant to Section 1.06. Notwithstanding the

<PAGE>
                                                                             1-7


foregoing, an Employee's Earnings for a period of Employment by a Plan or Plans
shall be disregarded if such Employment would also be disregarded as a Year of
Plans and Association Service under the second sentence of Section 1.27.

                  1.12A    "MAXIMUM ANNUAL SOCIAL SECURITY COVERED COMPENSATION"
means the average (without indexing) of the Social Security taxable wage base in
effect for each calendar year during the 35-year period ending with the last day
of the calendar year in which an employee attains (or will attain) Social
Security Retirement Age. In determining a Participant's Maximum Annual Social
Security Covered Compensation for a Program Year, the Social Security taxable
wage base in effect for the Program Year for which the determination is being
made shall be assumed to remain in effect for subsequent Program Years. A
Participant's Maximum Annual Social Security Covered Compensation shall be
adjusted each Program Year.

                  1.13     "NORMAL RETIREMENT AGE" shall mean the later of (a)
the date on which an individual attains his 65th birthdate, or (b) the date on
which the Participant completes 5 Years of Vesting Service, but in no event
later than the date which marks the fifth anniversary of a Participant's
participation in the Program.

                  1.13A    "SOCIAL SECURITY RETIREMENT AGE" shall mean the age
used as the retirement age for the Participant under ss.216(1) of the Social
Security Act, except that such section shall be modified for this purpose, in
accordance with regulations prescribed by the Secretary of the Treasury, by
treating age 62 as the "early retirement age" and by rounding up, as described
below, any part-year increase in the Social Security Retirement Age to the next
whole year. Accordingly, under this definition, the Social Security Retirement
Age is 65 for a Participant who was born before January 1, 1938; 66 for a
Participant born after December 31, 1937, but before January 1, 1955; and 67 for
a Participant born after December 31, 1954.

                  1.14     "PARTICIPANT" shall mean any individual who has
become a Participant pursuant to the provisions of Article 2 and is in the
Employment of a Plan or is entitled to a benefit under this Program.

                  1.15     "PARTICIPATING PLAN" shall mean the Employer which
has adopted this Program and a Plan which has adopted a similar program under
the National Retirement Trust.

                  1.16     "PLAN" means a corporation or limited liability
company (LLC) which is approved or licensed as a Blue Cross Plan; a corporation
or LLC which is approved or licensed as a Blue Shield Plan; Blue Cross and Blue
Shield Association; each corporation or LLC which is wholly owned or controlled
by a Blue Cross Plan, a Blue Shield Plan or Blue Cross and Blue Shield
Association or is jointly owned or controlled by Blue Cross and Blue Shield
Association

<PAGE>
                                                                             1-8



and/or Plans; and any other organization which the National Employee Benefits
Committee approves for participation in a program under the National Retirement
Trust.

                  1.17     "PRIMARY SOCIAL SECURITY BENEFIT" means the estimated
"Primary Insurance Amount" of a Participant calculated as of his Normal
Retirement Age, as set forth in the Social Security Act in effect on January 1
of the year the Participant's Employment with the Employer is terminated. The
Participant's Primary Insurance Amount shall be estimated by the Committee in a
uniform manner assuming the Participant's wages subject to the Federal Insurance
Contribution Act for years prior to the final year of Earnings from the Employer
had increased at the same rate as the national averages for such wages based on
data published by the U.S. Department of Health and Human Services. It also will
be assumed that after the Participant's termination of Employment with the
Employer he will not receive any wages subject to the Federal Insurance
Contribution Act, except that in the case of a Participant who terminates
Employment with the Employer prior to eligibility for Early Retirement Benefits,
it will be assumed that wages after such termination will be equal to the final
rate of Earnings on an annual basis. If a Participant provides evidence
satisfactory to the Committee that his actual Primary Insurance Amount at his
Normal Retirement Age is less than the Primary Social Security benefit as
estimated, the Primary Social Security Benefit shall be reduced accordingly. For
these purposes, satisfactory evidence shall include the Participant's actual
wage or earnings history from the Social Security Administration, but shall not
include a Social Security award notice or letter. (In no event, however, will
the accrued benefit of a Participant, who was also a Participant on June 30,
1979, be less by reason of this definition of Primary Social Security Benefit
than the benefit amount which the Participant had accrued through June 30, 1979,
under the terms of the Program as of such date.)

                  1.18     "PROGRAM" shall mean the Non-Contributory Retirement
Program for Certain Employees of Triple-S Management Corporation, as restated
herein and as amended from time to time.

                  1.19     "PROGRAM YEAR" shall mean the period beginning with
the Effective Date and ending on December 31 of said year and each calendar year
thereafter.

                  1.20     "SPOUSE" shall mean a person who is married to the
Participant on the Annuity Starting Date or, if earlier, at the time of his
death, provided that a Participant's former spouse shall be treated as his
Spouse or surviving Spouse to the extent provided in a "qualified domestic
relations. order" (as defined in ss.414(p) of the Internal Revenue Code).


<PAGE>
                                                                             1-9

                  1.21     "TOTAL AND PERMANENT DISABILITY" shall have the same
meaning as the term, or a term of a similar import, has under the long-term
disability program of the Employer if said program applied to a broad cross
section of employees of the Employer on a nondiscriminatory basis. In the event
the term "Total and Permanent Disability" is not determined pursuant to the
preceding sentence, the term shall mean the condition of a Participant,
determined on the basis of medical evidence satisfactory to the Committee,
whereby a Participant is found to be wholly prevented from engaging in any
occupation comparable to that which he held at the time his disability occurred.
The date when a Participant's disability occurred shall be determined by the
Committee. A Participant shall not be considered disabled if the Committee
determined that his disability resulted from or arose out of

                  (a)      service in the armed forces of any country,

                  (b)      intentionally self-inflicted injury;

                  (c)      wrongful use of narcotics; or

                  (d)      participation in a felonious criminal act which
results in the Participant's conviction in a court of law.

                  The Participant shall be required by the Committee to submit
to a medical examination on the second anniversary of the date the disability
occurred to determine whether he is in fact so disabled as to be prevented from
engaging in any occupation comparable to that which he held at the time of
disability. A Participant may be required by the Committee to submit to a
medical examination at any time, whether prior or subsequent to the required
medical examination on the second anniversary of the date his disability
occurred, to determine whether he is disabled so as to be prevented from
engaging in any occupation comparable to that which he held at the time his
disability occurred.

                  1.22     "TRUST AGREEMENT" shall mean the agreement attached
hereto entered into by the Blue Cross Association and the Bankers Trust Company
on the 1st day of September 1974, as amended effective January 1, 1979, to vest
the authority of the Blue Cross Association with respect to the Agreement in the
Blue Cross Association and Blue Shield Association jointly, and as further
amended from time to time.

                  1.23     "TRUSTEE" shall mean the party or parties designated
as such pursuant to the Trust Agreement.

                  1.24     "TRUST FUND" OR "FUND" shall mean the assets,
consisting of cash and such other property as shall be paid or delivered to the
Trustee by the Employer or the Committee on behalf of the Employer, including
earnings thereon, while held by the Trustee.

<PAGE>
                                                                            1-10

                  1.25     "YEAR OF EMPLOYER SERVICE" shall mean a Program Year
beginning on or after January 1, 1976, in which an Employee is in the Employment
of the Employer for the entire Program Year (an Employee who is in the
Employment of the Employer for less than an entire Program Year shall be given
credit for the period of his Employment by the Employer during the Program Year)
and shall mean a year of service or part thereof prior to January 1, 1976,
determined under the provisions of the Program then in effect with respect to
determining service for benefit accrual purposes, provided that "Year of
Employer Service" shall not include service subsequent to his termination of
Employment with the Employer, and provided further that "Year of Employer
Service" shall not include service prior to a Break in Service unless the
Employee has a Year of Participation Service subsequent to said Break in
Service. Notwithstanding the foregoing, in the case of an Employee who first
becomes a Participant in the Program on or after July 1, 2000, the Employee's
Years of Employer Service prior to a Break in Service shall be permanently
disregarded if the Employee previously terminated Employment with the Employer
prior to acquiring a right to a vested benefit under the Program and if the
Employee's subsequent number of consecutive one-year Breaks in Service exceeded
the greater of five or the number of the Employee's prior Years of Vesting
Service. An appropriate adjustment, however, shall be made to the amount of
service prior to January 1, 1976, credited hereunder in order to take into
account periods of military service which would otherwise qualify as
"Employment" under this Program but which were disregarded under the terms of
the Program in effect prior to January 1, 1976.

                  1.26     "YEAR OF PARTICIPATION SERVICE" shall mean a twelve
consecutive month period of Employment with a Plan or Plans, provided, however,
that a period of Employment with a Plan or Plans prior to a Break in Service
shall be disregarded until the Employee has completed a Year of Participation
Service subsequent to said Break in Service. Notwithstanding the foregoing, in
the case of an Employee who first becomes a Participant in the Program on or
after July 1, 2000, the Employee's Years of Participation Service prior to a
Break in Service shall be permanently disregarded if the Employee previously
terminated Employment with a Plan prior to acquiring a right to a vested benefit
under the Plan's pension program and if the Employee's subsequent number of
consecutive one-year Breaks in Service exceeded the greater of five or the
number of the Employee's prior Years of Vesting Service. An appropriate
adjustment, however, shall be made to the amount of service prior to January 1,
1976, credited hereunder in order to take into account periods of military
service which would otherwise qualify as "Employment"
<PAGE>
                                                                            1-11


under this Program but which were disregarded under the terms of the Program in
effect prior to January 1, 1976.

                  1.27     "YEAR OF PLANS AND ASSOCIATION SERVICE" shall mean a
Program Year beginning on or after January 1, 1976, in which an Employee is in
the Employment of a Plan or Plans for the entire Program Year (an Employee who
is in the Employment of a Plan or Plans for less than an entire Program Year
shall be given credit for the period of his employment by the Plan or Plans
during the Program Year) and shall mean a year of service or part thereof prior
to January 1, 1976, in the Employment of a Plan or Plans except periods of said
service which were disregarded under the provisions of the Program then in
effect (with respect to determining service for benefit accrual purposes)
regarding leaves of absence, layoffs, and part-time employment, provided that
"Year of Plans and Association Service" shall not include service subsequent to
his termination of Employment with the Employer, except as provided in Section
4.16, and provided further that "Year of Plans and Association Service" shall
not include service prior to a Break in Service unless the Employee has a Year
of Participation Service subsequent to said Break in Service. Notwithstanding
the foregoing, in the case of an Employee who first becomes a Participant in the
Program on or after July 1, 2000, the Employee's Years of Plans and Association
Service prior to a Break in Service shall be permanently disregarded if the
Employee previously terminated Employment with a Plan prior to acquiring a right
to a vested benefit under the Plan's pension program and if the Employee's
subsequent number of consecutive one-year Breaks in Service exceeded the greater
of five or the number of the Employee's prior Years of Vesting Service. An
appropriate adjustment, however, shall be made to the amount of service prior to
January 1, 1976, credited hereunder in order to take into account periods of
military service which would otherwise qualify as "Employment" under this
Program but which were disregarded under the terms of the Program in effect
prior to January 1, 1976.

                  1.28     "YEAR OF VESTING SERVICE" shall mean a Program Year
beginning on or after January 1, 1976, in which an Employee is in the Employment
of a Plan or Plans for the entire Program Year (an Employee who is in the
Employment of a Plan or Plans for less than an entire Program Year shall be
given credit for the period of his Employment by the Plan or Plans during the
Program Year), whether that service is before or after a period of Employment
with the Employer, provided, however, that Years of Vesting Service prior to a
Break in Service shall be disregarded until the Employee has completed a Year of
Vesting Service after a Break in Service, and shall mean a year of service or
part thereof prior to January 1, 1976, in the Employment of a Plan or Plans
except periods of said service which were disregarded under the provisions of
the
<PAGE>
                                                                            1-12


Program then in effect (with respect to determining whether an Employee was
entitled to a vested benefit) regarding leaves of absence, layoffs, and
part-time employment. Notwithstanding the foregoing, in the case of an Employee
who first becomes a Participant in the Program on or after July 1, 2000, if the
Employee terminates Employment with a Plan prior to acquiring a right to a
vested benefit under the Plan's pension program and if the Employee's subsequent
number of consecutive one-year Breaks in Service exceeds the greater of five or
the number of the Employee's prior Years of Vesting Service, the Employee's
Years of Vesting Service prior to such Breaks in Service shall be permanently
disregarded in determining the Employee's Years of Vesting Service after such
Breaks, and the Employee's Years of Vesting Service after such Breaks in Service
shall be permanently disregarded in determining the Employee's Years of Vesting
Service with respect to any benefit accrued under this Program prior to such
Breaks. An appropriate adjustment, however, shall be made to the amount of
service prior to January 1, 1976, credited hereunder in order to take into
account periods of military service which would otherwise qualify as
"Employment" under this Program but which were disregarded under the terms of
the Program in effect prior to January 1, 1976.

                  1.29     "HOUR OF SERVICE" shall mean each hour for which an
Employee is directly or indirectly paid or entitled to be paid by the Employer
for the performance of duties or on account of a period of time during which no
duties are performed due to vacation, holiday, illness, incapacity, layoff, jury
duty, military duty or leave of absence; provided that:

                           (1)      no more than 501 Hours of Service shall be
         credited to an Employee on account of a single continuous period during
         which the Employee performed no duties;

                           (2)      no credit shall be given for payment made or
         due under a plan maintained solely for the-purpose of complying with
         the applicable worker's compensation or unemployment compensation or
         disability insurance laws or payments which solely reimburse an
         Employee for medically related expenses incurred by the Employee; and,

                           (3)      Hours of Service shall be credited for back
         pay, irrespective of mitigation of damages, either awarded or agreed to
         by the Employer to the extent such back pay represents payment for
         hours which are required to be taken into account. However, no Hours of
         Service shall be credited for back pay if such hours were previously
         credited.

<PAGE>
                                                                            1-13

                    The determination of Hours of Service for reasons other than
           the performance of duties shall be made in accordance with the
           applicable rules of the regulations prescribed by the Secretary of
           Labor under 29 C.F.R. Part 2530.200b-2(b). Notwithstanding any
           provision of the Program to the contrary, benefits and service credit
           with respect to qualified military service will be provided in
           accordance with ss. 414(u) of the Internal Revenue Code.

                  1.30     "INITIAL COMPUTATION PERIOD" AND "SUBSEQUENT
COMPUTATION PERIOD", shall have the following meanings:

                  (a)      the Initial Computation Period shall be the period
beginning on the date the Employee first performs an Hour of Service for the
Employer and ending on the day preceding the first anniversary of such date; and

                  (b)      the Subsequent Computation Period or Periods shall be
Program Years beginning with the Program Year which includes the first
anniversary of the date the Employee first performs an Hour of Service for the
Employer.

                   In the case of an Employee whose Employment terminates and
who completes no more than 500 Hours of Service during the Initial or Subsequent
Computation Periods prior to becoming a Participant in the Program, such
Employee shall be treated as a new Employee with a new Initial Computation
Period on the date the Employee first performs an Hour of Service for the
Employer after such Initial or Subsequent Computation Period. Solely for
purposes of the preceding sentence, in determining whether an Employee has
completed 500 Hours of Service, an Employee who is absent from work for
maternity or paternity reasons (as defined in Section 1.03) shall be credited
with the number of Hours of Service which otherwise would normally have been
credited to such individual but for such absence (or, if such number is
indeterminable, 8 Hours of Service per day of such absence), except that the
total number of Hours of Service credited to an Employee under this special rule
shall not exceed 501 Hours of Service. The hours described in the preceding
sentence shall be treated as Hours of Service only in the Computation Period in
which the absence from work begins, if the Employee would be credited with more
than 500 Hours of Service solely because such hours are treated as Hours of
Service, or, in any other case, in the immediately following Computation Period;
provided, however, that no credit shall be given for such hours unless the
Employee furnishes the Committee with the information described in Section 1.03.

                   "COMPUTATION PERIOD" shall mean the Initial Computation
Period or the Subsequent Computation Period, as the case may be.

<PAGE>
                                                                            1-14

                   In addition, for purposes of the first sentence of this
paragraph, the determination of whether an Employee has completed 500 Hours of
Service shall be made in accordance with the requirements of ss. 414(u) of the
Internal Revenue Code with respect to qualified military service.
<PAGE>


                                                                     EXHIBIT 12



                                   ARTICLE 2

                                 PARTICIPATION


                  2.01  CONDITIONS OF PARTICIPATION.

                  (a)  Each Employee on January 1, 1988 who was a Participant
in the Program on December 31, 1987, is a Participant on January 1, 1988.

                  (b)  Each other individual who is an Employee on or after
January 1, 1988 --
                       (i)  who is regularly employed on a full-time basis
       shall become a Participant on the first Entry Date on or after
       attainment of his 21st birthdate (not later than his 21st birthdate)
       and the completion of one (one or zero) Year of Participation Service,
       provided he is in the Employment of the Employer on said Entry Date, or

                       (ii) who is not regularly employed on a full-time basis
       but who completes 1,000 Hours of Service during the Employee's Initial
       Computation Period or Subsequent Computation Period shall become a
       Participant on the first Entry Date which is on or after attainment of
       his 21st birthdate (not later than his 21st birthdate) and which (check
       one) [ ] coincides with or immediately precedes the first day of the
       Computation Period during which the Employee completes 1,000 Hours of
       Service or [X] (if the second blank in 2.01 (b)(i) is completed by the
       insertion of the number "one") immediately follows the completion of
       said Computation Period, provided he is in the Employment of the
       Employer on said Entry Date.

                  2.02 PARTICIPATION. Participation in the Program by an
eligible Employee shall be a condition of Employment.

                  2.03 ACCEPTANCE. No provisions of the Program shall be
construed as abridging or limiting any managerial right of the Employer, or to
give an Employee or Participant the right to be retained in Employment with
the Employer, or to interfere with the right of the Employer to discharge any
Employee or Participant at any time regardless of the effect which such
discharge may have upon him as a Participant. The rights and interests under the
Program of each Participant, his heirs, assigns, and Beneficiary, shall be
determined by the terms and conditions of the Program as interpreted by the
Committee.



<PAGE>
                                                                             3-1


                                    ARTICLE 3

                              FINANCING OF PROGRAM

                  3.01     MEDIUM OF FINANCING THE PROGRAM. Investment of all
contributions made to the Program and payment of benefits to Participants will
be accomplished in accordance with the terms of the Trust Agreement as amended
from time to time.

                  3.02     EMPLOYER CONTRIBUTIONS. The entire cost of the
Program shall be paid by the Employer. For the purpose of determining the
financial requirements of the Program, as of January 1 of each year, an
actuarial evaluation will be made by the Program actuary based upon such
mortality tables, rates of interest and other actuarial assumptions as may be
adopted on the recommendation of said actuary to the Committee to determine
amounts which are sufficient to provide sound actuarial funding of the benefits
payable under the Program.

                  Employer contributions to the Program shall be used solely for
the benefit of Participants and Beneficiaries, and except as discussed below in
this Section 3.02 and in Section 7.04, Employer contributions shall be
irrevocable.

                  Notwithstanding the second paragraph of this Section 3.02, all
amounts contributed by an Employer, except for any amounts the Employer has
advised the Committee are intended to be nondeductible contributions, are
conditioned on their current deductibility under Section 404 of the Internal
Revenue Code of 1986 and, to the extent not so deductible with respect to the
tax year for which made, the contributions shall be returned to the Employer if
the Employer requests the return and the return is made no later than one year
after the disallowance of the deduction. In addition, if an Employer makes a
contribution by a mistake of fact, such contribution shall be returned to the
Employer if the Employer requests the return and the return is made within one
year of the mistaken payment.

                  The amount which may be returned under the third paragraph
shall not be more than the excess of the amount actually contributed over the
amount which would have been contributed without the mistake of fact or mistake
in determining the deduction. Earnings attributable to the excess contribution
may not be returned to the Employer, but losses attributable thereto shall
reduce the amount so returned.

                  Notwithstanding the second paragraph of this Section 3.02, if
the Internal Revenue Service makes a final determination that the Program is not
a qualified program described in ss. 401 (a) of the Internal Revenue Code of
1986 at the time of the Program's adoption,
<PAGE>

                                                                             3-2


then all assets in the Trust Fund shall be returned to the Employer and not
allocated to any Participant, unless the Program is amended so as to permit it
to be qualified from its inception.

                  Any forfeiture arising under the Program shall not be applied
to increase the benefits any Participant would otherwise receive under the
Program but shall be applied actuarially to reduce contributions by the Employer
under the Program.

                  3.03     EMPLOYEE CONTRIBUTIONS. Employees shall not
contribute to the Program.
<PAGE>

                                                                             4-1

                                    ARTICLE 4

                                    BENEFITS

                  4.01     GENERAL CONDITIONS.

                  (A)      ENTITLEMENT TO BENEFITS. Entitlement to benefits
under the Program shall be determined as of the earlier to occur of the date of
a Participant's termination of Employment by the Employer or the Participant's
Normal Retirement Age, except that, effective January 1, 1988, such entitlement
shall be determined as of the date of the Participant's termination of
Employment by the Employer, on the basis of:

                           (1)      The terms of the Program as in effect as of
         such date (except that effective January 1, 1989, a former Participant
         who is in the Employment of a Plan on or after January 1, 1989, must
         have only 5 Years of Vesting Service in order to obtain a Vested
         Benefit);

                           (2)      The Participant's age and years of service
         as of such date (except to the extent that service is credited for
         periods after termination of Employment by the Employer as provided in
         Sections 1.28 and 4.16); and

                           (3)      The Participant's history of Earnings as of
         such date.

                  (B)      DISTRIBUTION LIMITATIONS.

                           (1)      In the case of any benefit payable under
         this Article 4 which is subject to reduction for early commencement, if
         the present value of such benefit exceeds $5,000, then notwithstanding
         any early commencement provision in Section 4.04, 4.05, 4.06, and 4.08
         to the contrary, in no event shall such benefit commence prior to the
         first day of the month coincident with or next following the date on
         which the Participant attains (or would have attained) his Normal
         Retirement Age (or such earlier age at which the benefit is no longer
         subject to reduction for early commencement), unless the consent of the
         Participant (or his surviving Spouse, in the case of a Pre-Retirement
         Death Benefit payable under Section 4.06) is obtained no more than 90
         days prior to the Annuity Starting Date. In the absence of such
         consent, it shall be presumed that such commencement is deferred until
         the Participant's Normal Retirement Age (or such earlier age at which
         the benefit is no longer subject to reduction for early commencement).
         If a Participant (or his surviving Spouse, in the case of a
         Pre-Retirement Death Benefit payable under Section 4.06) elects, in
         accordance with the terms of the Program, an
<PAGE>

                                                                             4-2


         earlier benefit commencement date, such date shall be prospective only.
         Such an election must be made during the 90-day period ending on the
         Annuity Starting Date.

                           (2)      Except as provided in Section 4.15, benefits
         to which the Participant has become entitled under this Program due to
         the satisfaction of the conditions specified in Sections 4.02, 4.03,
         4.04, 4.05, or 4.08 shall commence no earlier than the first day of the
         month that follows by more than 30 days the provision of the notice
         required in Section 5.02(b); provided, however, that if the Participant
         properly elects a distribution in accordance with Section 5.02(b),
         benefits may commence pursuant to the Participant's election as early
         as the later of (i) the first day of the month following the provision
         of such notice, or (ii) the expiration of the seven-day period (or such
         shorter period allowed under IRS rules) that begins the day after the
         provision of such notice. If the benefit commencement date properly
         elected by the Participant is before the end of the waiting period
         described in clause (ii) above, benefits shall not commence until the
         expiration of such waiting period, but then may be paid retroactive to
         the designated benefit commencement date. Effective January 1, 2002,
         any such retroactive payment shall be subject to such additional
         requirements, if any, as are prescribed by the Secretary of the
         Treasury under ss. 417(a)(7).

                  (C)      LIMITATION ON EXTENT OF INTEGRATION WITH SOCIAL
SECURITY. This subsection (c) applies only to a Program that is an offset
Program in the manner specified in paragraph (1) or (2) below, whichever is
applicable, subject to the general provisions of paragraph (3)

                  [ ] (1)  GRANDFATHERED LIMITATION. This subsection (c)(1)
         applies only to a Participant who has one Hour of Service on or after
         January 1, 1989 and before January 1, 1995, and affects only that part
         of the Participant's benefit that accrues under the Program with
         respect to Employment in Program Years beginning on or after January 1,
         1989. In no event does this subsection (c)(1) apply to that part of a
         Participant's accrued benefit under the Program that is attributable to
         Employment prior to January 1, 1989 For these purposes, a Participant's
         benefit under the Program shall be determined by adding the sum of (i)
         the Participant's accrued benefit, determined as of December 31, 1988,
         as if the Participant had terminated Employment with the Employer and
         without regard to this subsection (c) and (ii) the Participant's
         accrued benefit, determined solely with respect to Employment after
         December 31, 1988, taking into account this subsection (c)(1). The
<PAGE>

                                                                             4-3

         amount in clause (ii) above shall be calculated by reducing the
         Participant's accrued benefit (calculated without regard to the offset
         based on the Participant's Primary Social Security Benefit) by the
         amount of the Participant's accrued benefit (calculated without regard
         to the offset based on the Participant's Primary Social Security
         Benefit) as of December 31, 1988, and then applying the offset based on
         the Participant's Primary Social Security Benefit, taking into account
         this subsection (c)(1). In the case of a Participant who terminates
         Employment after December 31, 1993, the Participant's benefit hereunder
         shall not be less than the Participant's benefit determined under this
         subsection (c)(1) as of December 31, 1993, as if the Participant had
         terminated Employment with the Employer on that date.

                  Under this subsection (c)(1), the reduction in a Participant's
         benefit amount based on the Participant's Primary Social Security
         Benefit for benefit amounts accrued subsequent to December 31, 1988,
         shall not be greater than the lesser of (a) or (b), times the benefit
         that would have accrued subsequent to December 31, 1988, without regard
         to such offset, where (a) is 50% and (b) is the ratio of (i) 3/4 of 1
         percent, adjusted for commencement before the Social Security
         Retirement Age, times the Participant's Final Average Compensation
         multiplied by the lesser of the Participant's Years of Plans and
         Association Service or the maximum number of years over which benefits
         accrue in the Program (not to exceed 35) to (ii) the benefit that would
         have accrued based on all of the Participant's Years of Plans and
         Association Service without regard to the offset based on the
         Participant's Primary Social Security Benefit. For this purpose, "Final
         Average Compensation" means the average of an Employee's Earnings for
         the three consecutive years (or his total years of employment by a Plan
         or Plans if less than three) ending with the last year of Employment
         for which Earnings are included pursuant to Section 1.06.

                  Effective December 30, 1994, the limitation provided in
         paragraph (1) shall cease to apply; provided, however, that in no event
         shall such cessation of application cause the Participant's benefit
         under the Program in the future to be less than what it would have been
         if the Participant's benefit had been calculated by taking into account
         this paragraph (1), but disregarding any increase in the amount of the
         Participant's Earnings over and above the amount of Earnings which were
         taken into account under the Program as of December 30, 1994.
<PAGE>

                                                                             4-4


                  [ ] (2)  SAFE HARBOR LIMITATION. This subsection (c)(2)
         applies effective for benefits accruing on or after January 1, 1994,
         with respect to a Participant's Employment in all Program Years. Under
         this subsection (c)(2), the reduction in a Participant's benefit amount
         based on the Participant's Primary Social Security Benefit shall not be
         greater than the lesser of (a) or (b), times the Participant's Final
         Average Compensation where (a) is 3/4 of 1 percent, adjusted, as
         described below, in the event the Participant's benefit commences
         before the Social Security Retirement Age, in the event the
         Participant's Final Average Compensation exceeds the Participant's
         Covered Compensation, and in the event the Program does not meet the
         applicable demographic requirement referred to in subsection (c)(3)
         below, and (b) is 50% of the gross benefit percentage rate (the rate at
         which benefits are determined under the Program with respect to the
         Participant's Final Average Earnings, expressed as a percentage of
         Final Average Earnings, without regard to the offset), multiplied by a
         fraction (not to exceed one), the numerator of which is the
         Participant's Final Average Earnings and the denominator of which is
         the Participant's Final Average Compensation. For these purposes,
         "Final Average Compensation" means the average of the Employee's
         Earnings for the three consecutive years (or his total years of
         employment by a Plan or Plans if less than three) ending with the last
         year of Employment for which Earnings are included pursuant to Section
         1.06. In determining the Participant's Final Average Compensation, that
         portion of the Participant's Earnings for a year that is in excess of
         the social security taxable wage base in effect at the beginning of the
         year shall be disregarded.

                  (3)      GENERAL RULES. If, a Participant's Final Average
         Compensation is greater than his Covered Compensation, then the 3/4 of
         1 percent factor shall be reduced in accordance with the following
         table:

<TABLE>
<CAPTION>
                                                                                                 Then the 3/4 of
If the Final Average                                                                             1% factor is
Compensation is more than                         but not more than                              reduced to
-------------------------                         -----------------                              ---------------
<S>                                               <C>                                            <C>
Covered Compensation                              125% of Covered Compensation                       .69%
125% of Covered Compensation                      150% of Covered Compensation                       .60%
150% of Covered Compensation                      175% of Covered Compensation                       .53%
175% of Covered Compensation                      200% of Covered Compensation                       .47%
200% of Covered Compensation                                                                         .42%
</TABLE>

<PAGE>

                                                                             4-5


         "Covered Compensation" means the average (without indexing) of the
         Social Security taxable wage base in effect for each calendar year
         during the 35-year period ending with (i) the last day of the calendar
         year preceding the calendar year in which an employee attains (or will
         attain) Social Security Retirement Age, or (ii) in the event paragraph
         (2) applies, effective January 1, 1995, the last day of the calendar
         year in which employee attains (or will attain) Social Security
         Retirement Age. In determining a Participant's Covered Compensation for
         a Program Year, the Social Security taxable wage base in effect for the
         Program Year for which the determination is being made shall be assumed
         to remain in effect for subsequent Program Years. A Participant's
         Social Security Retirement Age is the earliest age at which he is
         eligible for unreduced Social Security retirement benefits.

                  The reduction in the 3/4 of 1 percent factor for early
         commencement shall be 5/9 of 1 percent for each of the first 60
         calendar months by which commencement precedes the Social Security
         Retirement Age, 5/18 of 1 percent for each calendar month in excess of
         60 and less than 120 months, and on an Actuarial Equivalent basis for
         any additional months.

                  The demographic requirement referred to in subsection (c)(2)
         above is satisfied only if the average attained age (determined as of
         the beginning of the Program Year) of the nonhighly compensated
         employees in the Program is not greater than the greater of (i) age 50,
         or (ii) 5 plus the average attained age of the highly compensated
         employees in the Program. If this demographic requirement is not
         satisfied, the 3/4 of 1 percent factor shall be reduced to the lesser
         of the amount determined under the first paragraph of this subsection
         (c)(3) or 80 percent of the 3/4 of 1 percent factor, as adjusted (but
         without regard to the adjustment prescribed under the first paragraph
         of this subsection (c)(3)).

                  (D)      FRESH-START RULE. The following fresh-start rule
shall apply under this Program:

                           (1)      If this box [X] is checked, then
         notwithstanding any provision of the Program to the contrary, with
         respect to a Participant who is a ss. 401(a)(17) employee as that term
         is defined herein, a ss. 401(a)(17) employee's accrued benefit under
         the Program shall not be less than the sum of --

                                    (i)      such Participant's frozen accrued
                  benefit as of December 31, 1993, and
<PAGE>

                                                                             4-6


                           (ii)     such Participant's accrued benefit
                  determined under the Program's formula applicable to benefit
                  accruals in the current Program Year as applied to the
                  Participant's years of service after December 31, 1993.

                           For these purposes, a ss. 401(a)(17) employee is a
         Participant whose current accrued benefit under the Program is based on
         Earnings for a year prior to January 1, 1994 that exceeded the annual
         compensation limit for the 1994 Program Year.

                  (2)      If this box [ ] is checked, then notwithstanding any
         provision of the Program to the contrary, a Participant's accrued
         benefit under the Program shall not be less than the sum of --

                           (i)      such Participant's frozen accrued benefit as
                  of December 31, 1993, and

                           (ii)     such Participant's accrued benefit
                  determined under the Program's formula applicable to benefit
                  accruals in the current Program Year to the Participant's
                  years of service after December 31, 1993.

                  4.02     NORMAL RETIREMENT

                  (A)      CONDITION. A Participant in the Employment of the
Employer upon the attainment of his Normal Retirement Age shall retire on his
Normal Retirement Date (unless Delayed Retirement is elected pursuant to Section
4.03) which is the first day of the month coincident with or next following the
day on which he attains his Normal Retirement Age and shall be entitled to
receive a Normal Retirement Benefit in a form permitted under the Program
commencing on his Normal Retirement Date. A Participant shall also meet the
condition of this Section 4.02(a) if he remains in the Employment of the
Employer beyond this Normal Retirement Date and his benefit is required to
commence as of his Normal Retirement Date under Section 4.13.

                  (B)      NORMAL RETIREMENT BENEFIT. The Normal Retirement
Benefit payable to a Participant who satisfies the condition in Section 4.02(a)
shall be in a form permitted under the Program as provided in Article 5,
determined on the basis of a benefit which shall commence on the Participant's
Normal Retirement Date and which shall be payable on the first day of each month
thereafter during his lifetime, provided, however, that commencement shall be
subject to the restrictions of Section 4.01(b), if applicable. Such benefit is
equal to one-twelfth of the annual benefit specified in (1), (2), (3), (4) or
(5) which is checked below:
<PAGE>

                                                                             4-7


                   [ ] (1)    CAREER EARNINGS BENEFIT. An amount equal to the
sum of the amounts determined pursuant to (i), (ii), (iii), (iv), (v), (vi),
(vii), and (viii), (in each case disregarding Years of Employer Service and
Years of Plans and Association Service prior to 1976 which would have been
disregarded under the break-in-service provisions of the Program prior to 1976,
unless otherwise indicated), if checked below:

                  [ ] (I)     CREDIT FOR SERVICE WITH EMPLOYER AFTER ELIGIBILITY
         TO PARTICIPATE. With respect to Years of Employer Service after the
         Effective Date and after the Employee is eligible to participate in the
         Program, 1% of the Employee's Earnings (for each such year) not in
         excess of $__________ and 2% of the Employee's Earnings (for each such
         year) which are in excess of $_____________.

                  [ ] (II)    CREDIT FOR SERVICE WITH EMPLOYER PRIOR TO THE
         EFFECTIVE DATE BUT AFTER SATISFACTION OF REQUIREMENTS FOR ELIGIBILITY
         TO PARTICIPATE IF ELIGIBLE ON THE EFFECTIVE DATE. With respect to Years
         of Employer Service, prior to the Effective Date but after the Employee
         completed the eligibility requirements for participation in the
         Program, in the case of an Employee who is eligible to participate in
         the Program on the Effective Date, 1% of the Employee's Earnings, as of
         the Effective Date, for each such year.

                  [ ] (III)   CREDIT FOR PLANS AND ASSOCIATION SERVICE BEFORE
         EFFECTIVE DATE AND BEFORE ELIGIBILITY TO PARTICIPATE IF ELIGIBLE ON THE
         EFFECTIVE DATE. With respect to Years of Plans and Association Service
         before the Effective Date and before the Employee has completed the
         requirements for eligibility to participate in the Program, in the case
         of an Employee who is eligible to participate in the Program on the
         Effective Date, 1 % of the Employee's Earnings, as of the later of the
         Effective Date or the date of the Employer's adoption of this benefit
         for each such year.

                  [ ] (IV)    CREDIT FOR SERVICE WITH EMPLOYER PRIOR TO
         ELIGIBILITY TO PARTICIPATE IF ELIGIBLE AFTER THE EFFECTIVE DATE AND
         PRIOR TO THE EMPLOYER'S ADOPTION OF THE BENEFIT SPECIFIED IN SECTION
         4.02(B)(3). With respect to Years of Employer Service before the
         Employee is eligible to participate in the Program, in the case of an
         Employee who is eligible to participate in the Program after the
         Effective Date, and prior to the Employer's adoption of a benefit
         specified in
<PAGE>

                                                                             4-8


         Section 4.02(b)(3), 1% of the Employee's Earnings, as of the date of
         first participation in the Program, for each such year.

                  [ ] (V)     CREDIT FOR EMPLOYER SERVICE PRIOR TO A BREAK IN
         SERVICE PRIOR TO 1976. With respect to Years of Employer Service prior
         to a Break in Service prior to 1976, 1 % of the Employee's Earnings, as
         of the date the employee became eligible to participate following his
         last Break in Service prior to 1976, for each such year, excluding the
         Years of Employer Service before the Employee completed the eligibility
         requirements for participation in the Program, except if the Employer
         has adopted the credit specified in 4.02(b)(iv).

                  [ ] (VI)    CREDIT FOR PLANS AND ASSOCIATION SERVICE PRIOR TO
         ELIGIBILITY TO PARTICIPATE. With respect to Years of Plans and
         Association Service before the Employee is eligible to participate in
         the Program in the case of an Employee who first was eligible to
         participate in the Program after the Effective Date and immediately
         upon completion of the eligibility requirements, 1% of the Employee's
         Earnings not in excess of $__________ and 2% of the Employee's Earnings
         which are in excess of $___________ (for this purpose the Employee's
         Earnings shall be determined as of the date this benefit was adopted by
         the Employer or as of the date the Employee first became eligible to
         participate, whichever is later), for each such year.

                  [ ] (VII)   CREDIT FOR PLANS AND ASSOCIATION SERVICE PRIOR TO
         1976 WITH PLANS WHICH ARE NOT PARTICIPATING PLANS. With respect to
         Years of Plans and Association Service with a Plan which is not a
         Participating Plan, in the case of an. Employee who transferred to the
         Employer prior to 1976 after having satisfied the eligibility
         requirements for participating in the Program as adopted by the
         Employer, 1 % of the Employee's Earnings determined as of the date of
         transfer or as of the date this benefit was adopted by the Employer,
         whichever is later, for each such year.

                  [ ] (VIII)  CREDIT FOR PLANS AND ASSOCIATION SERVICE PRIOR TO
         ELIGIBILITY IF PARTICIPATION BEAN IMMEDIATELY UPON COMPLETION OF THE
         ELIGIBILITY REQUIREMENTS AND AFTER THE EMPLOYER'S ADOPTION OF THE
         BENEFIT SPECIFIED IN SECTION 4.02(B)(3). With respect to Years of Plans
         and Association Service before the Employee is eligible to participate
         in the Program in the case of an
<PAGE>

                                                                             4-9


         Employee who first was eligible to participate in the Program on or
         after the date the Employer adopted a benefit specified in Section
         4.02(b)(3), 1% of the Employee's Earnings not in excess of $________
         and 2% of the Employee's Earnings which are in excess of $________ (for
         this purpose the Employee's Earnings shall be determined as of the date
         the Employee first became eligible to participate in the Program), for
         each such year.

                  [X] (2)  FINAL AVERAGE EARNINGS BENEFIT. An amount equal to
the greater of (a) 60% of the Participant's Final Average Earnings reduced by 0%
of the Participant's Primary Social Security Benefit and multiplied by a
fraction, the denominator of which is 30 and the numerator of which is the
Participant's Years of Plans and Association Service (but the fraction shall not
be greater than one), or (b) in the case of an Employee who was a Participant on
the day preceding the date on which this provision is effective (check one: (i)
[ ] a benefit determined as of the date preceding the date as of which this
provision is effective, pursuant to the terms of the Program (or any predecessor
program qualified under ss. 401(a) of the Internal Revenue Code of 1986) in
effect on the date preceding the date as of which this provision is effective;
or (ii) [ ] a benefit determined as of the earlier of the Employee's termination
of Employment with the Employer or pursuant to the terms of the Program (or
predecessor program qualified under ss. 401 (a) of the Internal Revenue Code of
1986) in effect on the date preceding the date as of which this provision is
effective, and assuming that there is no increase in the Employee's Earnings
from his Employer after the effective date of this provision. If this box [ ] is
checked, for purposes of this provision, the amount determined under (a) above
shall be further increased by an amount equal to ___% of the Participant's Final
Average Earnings for each of the Participant's Years of Plans and Association
Service in excess of

                  [ ] (3)  SUM OF CAREER EARNINGS BENEFIT AND A FINAL AVERAGE
EARNINGS BENEFIT WITH A CAREER EARNINGS BENEFIT OFFSET. (a) An amount equal to
the sum of the amounts determined pursuant to (i), (ii) (iii), (iv), (v), (vi),
(vii), and (viii) checked in (1) above, and (b) an amount, if any, equal to
____% of Final Average Earnings reduced by the amount specified in (a) and by
____% of the Primary Social Security Benefit, multiplied by a fraction, the
denominator of which is ____ and the numerator of which is the Participant's
Years of Plans and Association Service (but the fraction shall not be
<PAGE>

                                                                            4-10


greater than one). If this box [ ] is checked, the amount determined under this
provision shall be further increased by an amount equal to ___% of the
Participant's Final Average Earnings for each of the Participant's Years of
Plans and Association Service in excess of

                  [ ] (4)  SUM OF CAREER EARNINGS BENEFIT AND A FINAL AVERAGE
EARNINGS BENEFIT WITH A FROZEN CAREER EARNINGS BENEFIT OFFSET. (a) An amount, in
the case of an Employee who was a Participant on the day preceding January 1,
1976, equal to the sum of the amounts determined pursuant to (i), (ii), (iii),
(iv), (v), (vi), (vii), and (viii) checked in (1) above based upon the
assumption that the Participant's Earnings did not increase after _____________,
and excluding any Employer Service or Plans and Association Service after the
date referred to above which follows a termination of Employment with the
Employer, and (b) an amount, if any, equal to ____% of Final Average Earnings
reduced by the amount specified in (a) above, if any, and by ____% of the
Primary Social Security Benefit, multiplied by a fraction the denominator of
which is __________ and the numerator of which is the Participant's Years of
Plans and Association Service (but the fraction shall not be greater than one).
If this box [ ] is checked, the amount determined under this provision shall be
further increased by an amount equal to of the Participant's Final Average
Earnings for each of the Participant's Years of Plans and Association Service in
excess of ___________.

                  [ ] (5)  STEP-RATE EXCESS BENEFIT. An amount equal to the
greater of (a) (i)___% of that part of the Participant's Final Average Earnings
up to the Maximum Annual Social Security Covered Compensation, plus ___% of that
part, if any, of his Final Average Earnings which is in excess of the Maximum
Annual Social Security Covered Compensation, multiplied by (ii) the number of
the Participant's Years of Plans and Association Service, up to a maximum of ___
years, or (b) in the case of an Employee who was a Participant on the day
preceding the date on which this provision is effective (check one): (i) [ ] a
benefit determined as of the date preceding the date as of which this provision
is effective, pursuant to the terms of the Program (or any predecessor program
qualified under ss. 401 (a) of the Internal Revenue Code of 1986) in effect on
the date preceding the date as of which this provision is effective; or (ii) [ ]
a benefit determined as of the earlier of the Employee's termination of
Employment with the Employer or ______, pursuant to the terms of the Program (or
any predecessor program qualified under ss. 401 (a)
<PAGE>

                                                                            4-11


         of the Internal Revenue Code of 1986) in effect on the date preceding
         the date as of which this provision is effective, and assuming that
         there is no increase in the Employee's Earnings from his Employer after
         the effective date of this provision.

                  (C)      COMPUTATION OF NORMAL RETIREMENT BENEFIT. In no event
shall the Normal Retirement Benefit payable in accordance with Section 4.02(b)
be less than the largest periodic benefit that would have been payable to the
Participant under the terms of this Program upon separation from service at or
prior to Normal Retirement Age (based on his earnings and service at the time of
such separation from service). For purposes of comparing periodic benefits in
the same form, commencing prior to and at Normal Retirement Age, the greater
benefit is determined by converting the benefit payable prior to Normal
Retirement Age into the same form of annuity benefit payable at Normal
Retirement Age and comparing the amount of such annuity payments.

                  (D)      COORDINATION WITH SECTION 4.13. Payment of benefits
under Section 4.02 shall be subject to the rules provided in Section 4.13
regarding suspension of benefits. If a Participant having one Hour of Service on
or after January 1, 1988, is in the Employment of the Employer after his Normal
Retirement Date and is receiving his Normal Retirement Benefit pursuant to
Section 4.13, he shall accrue and be paid additional benefits under the Program
in accordance with Section 4.03(b)(1).

                  4.03     DELAYED RETIREMENT.

                  (A)      CONDITION. A participant who is in the Employment of
the Employer, may elect to remain in the Employment of the Employer beyond his
Normal Retirement Date and shall retire on his Delayed Retirement Date which is
the first day of the month coincident with or. next following the day of the
month on which his Employment with the Employer actually terminates for reasons
other than death. Such participant shall be entitled to receive a Delayed
Retirement Benefit commencing on that Date. A Participant shall also meet the
condition of this Section 4.03(a) and be entitled to a Delayed Retirement
Benefit if he remains in the Employment of the Employer beyond his Normal
Retirement Date and if his benefit is required to commence after his Normal
Retirement Date under Section 4.13 or Section 5.02.

                  (B)      DELAYED RETIREMENT BENEFIT. The Delayed Retirement
Benefit payable to a Participant who satisfies the condition in Section 4.03(a)
shall be in a form permitted under the Program which shall commence on the
earliest of (i) the Participant's Delayed Retirement Date; (ii) the date
required by Section 4.13 if payment is required by that Section; or (iii) if
payment is
<PAGE>

                                                                            4-12


required by Section 5.02, April 1 of the calendar year following the calendar
year in which the Participant attains the age of 70 1/2. Such commencement shall
be subject to the restrictions of Section 4.01 (b) if applicable. For
Participants having one Hour of Service on or after January 1, 1988, such
benefit shall be computed in the manner provided in Section 4.02(b) as of the
Participant's benefit commencement date; otherwise the rule of this Section as
in effect on the date of the Participant's termination of Employment will
continue to apply.

                           (1)      If a Participant is in the Employment of the
         Employer after his Normal Retirement Date and is receiving payment of
         his benefit as required under Section 5.02 or Section 4.13, he shall
         continue to accrue benefits under the Program as follows: For each
         Program Year which includes or follows the Participant's benefit
         commencement date and in which the Participant was in the Employment of
         the Employer and an active Participant in the Program, the
         Participant's Delayed Retirement Benefit shall be computed or
         recomputed as of the end of such Program Year or the Participant's
         Delayed Retirement Date, if earlier; provided, however, that any
         additional benefit that would otherwise be accrued by the Participant
         for such Program Year under this procedure shall be reduced, but not
         below zero, by the Actuarial Equivalent of that portion of the total
         Program distributions made to the Participant by the close of the
         Program Year that may be taken into account for such purpose in
         accordance with Treasury Regulations promulgated under Section
         411(h)(1)(H) of the Internal Revenue Code. Payment of any additional
         accruals resulting from this recomputation procedure (to the extent
         required under Section 4.13(a) or Section 5.02) shall be made as a
         separate identifiable component in the same form as the Normal or
         Delayed Retirement Benefit, as applicable, beginning with the first
         payment interval ending in the Program Year immediately following the
         Year the amount accrues.

                           (2)      Notwithstanding any other provision of this
         Program, with regard to Participants having one Hour of Service on or
         after January 1, 1988, for purposes of a computation under this
         Subsection as of the benefit commencement date, the following rules
         shall apply; for all other Participants, the rules of this Subsection
         as in effect on the date of the Participant's termination of Employment
         shall apply.

                                    (i)      A Participant's Final Average
                  Earnings shall be calculated by taking into account Earnings
                  after the Participant's attainment of his Normal Retirement
                  Date;
<PAGE>

                                                                            4-13


                                    (ii)     A Participant's Primary Social
                  Security Benefit shall be computed by reference to the Social
                  Security Benefit payable to the Participant in the year the
                  Participant's benefit commences;

                                    (iii)    A Participant's Years of Employer
                  Service and Years of Plans and Association Service shall be
                  computed by taking into account service subsequent to
                  attainment of his Normal Retirement Date; and

                                    (iv)     For purposes of Section 4.11 (a)
                  concerning nonduplication of benefits, the offset shall be
                  applied by reducing the benefit payable under the Program for
                  the life of the Participant commencing at the benefit
                  commencement date.

                                    In the event the Participant's Delayed
                  Retirement Benefit is computed or recomputed after the benefit
                  commencement date, as provided in paragraph (b)(1), the above
                  factors shall be applied as of the recomputation date.

                  (C)      COORDINATION WITH SECTION 4.13. Payment of benefits
under Section 4.03 shall be subject to the rules prescribed in Section 4.13
regarding suspension of benefits. If a Participant who is not receiving his
Normal Retirement Benefit is in the Employment of the Employer after his Normal
Retirement Age, is an active Participant, but does not work the Hours of Service
specified in Section 4.13(a), his benefits will be paid in accordance with
Section 4.13(a). Those Participants having one Hour of Service on or after
January 1, 1988 shall in such case continue to accrue and be paid benefits under
the Program as provided in Section 4.03(b).

                  4.04     EARLY RETIREMENT.

                  (A)      CONDITION. A Participant whose Employment with the
Employer is terminated for reasons other than death on or after his Early
Retirement Age but prior to his Normal Retirement Date and upon completion of 5
Years of Plans and Association Service shall be entitled to receive an Early
Retirement Benefit, and his Early Retirement Date shall be the first day of the
month coincident with or next following the date on which said Employment
terminates.

                  (B)      EARLY RETIREMENT BENEFIT. The Early Retirement
Benefit payable to a Participant who satisfies the condition in Section 4.04(a)
shall be in a form permitted under the Program as provided in Article 5, equal
to either (1) or (2) below,
<PAGE>

                                                                            4-14


                           (1)       An Early Retirement Benefit which is
         computed in accordance with Section 4.02(b) and which shall commence on
         (check one) [ ] the Participant's Normal Retirement Date or [X] the
         later of the first day of the month coincident with or next following
         the date on which the Participant attains age 62 or the first day of
         the first month coincident with or next following his termination of
         Employment by a Plan, if he is then living; or

                           (2)       a reduced Early Retirement Benefit, if
         requested in writing to the Employer by the Participant, which shall
         commence on the first day of the month coincident with or next
         following the Participant's Early Retirement Date or, commencing on the
         first day of a month specified by the Participant which is subsequent
         to his Early Retirement Date and prior to the date selected in Section
         4.04(b)(1) above, determined under the provision checked below:

                           [X] (i)   The Actuarial Equivalent of (check one) [ ]
                  the Early Retirement Benefit in (1) above commencing on the
                  Participant's Normal Retirement Date; or [X] the Early
                  Retirement Benefit computed as if the benefit in (1) above
                  were payable at age 62 if the Participant has not attained age
                  62, or if the Participant has attained age 62, the amount of
                  the deferred Early Retirement Benefit computed in (1) above.

                           [ ] (ii)  the Early Retirement Benefit in (1) above
                  reduced by (check one): [ ] ___% for each calendar month
                  (which is _______% per year), if any, by which the
                  commencement of the benefit precedes the Participant's Normal
                  Retirement Date; or [ ] ___% for each calendar month (which is
                  ___% per year), if any, by which the commencement of the
                  benefit precedes the first of the month coincident with or
                  next following the date the Participant would attain age 62.

                           [ ] (iii) the Early Retirement Benefit in (1) above
                  reduced as follows (check one): [ ] for a Participant whose
                  benefit commences on or after age 60 but prior to age 65, the
                  benefit will be reduced by 2/3 of 1% for each calendar month
                  (which is 8% per year) by which commencement of the benefit
                  precedes age 65, and for a Participant whose benefit commences
                  on or after age 55 but prior to age 60, the benefit will be
                  reduced by the sum of 40% and 1/3 of 1% for each calendar
                  month (which is 4% per year) by which commencement of the
                  benefit precedes age 60; or [ ] for a Participant whose
                  benefit commences on or after age 57 but prior to age
<PAGE>

                                                                            4-15


                  62, the benefit will be reduced by 2/3 of 1% for each
                  calendar month (which is 8% per year) by which commencement
                  of the benefit precedes age 62; and for a Participant whose
                  benefit commences on or after age 55 but prior to age 57, the
                  benefit will be reduced by the sum of 40% and 1/3 of 1% for
                  each calendar month (which is 4% per year) by which
                  commencement of the benefit precedes age 57.

                           If this box is checked [X] the Program (and/or
                  predecessor program qualified under ss. 401 of the Internal
                  Revenue Code) specified the actuarial assumptions or
                  conversion factors for determining a Participant's reduced
                  early retirement benefit and an amendment(s) (including the
                  adoption of this Program or a restated version of the
                  Program) changed the actuarial assumptions or conversion
                  factors for determining such Participant's benefit;
                  therefore, any benefit payable to the Participant under this
                  provision shall be no less than the reduced benefit as
                  previously specified in Section 4.04(b)(2) (and/or the
                  predecessor program, if applicable), determined as of the day
                  immediately prior to the effective date of the amendment(s)
                  (i.e., determined as of December 30, 1998) and computed on
                  the basis of the actuarial assumptions or conversion factors
                  in effect on such date(s).

                           A Participant whose benefits under the Program have
                  not commenced may change the date elected under (1) or (2)
                  above prospectively on a request in writing to the Employer.
                  Commencement of the Early Retirement Benefit shall be subject
                  to the restrictions of Section 4.01(b) if applicable.

                  4.05     SPECIAL EARLY RETIREMENT BENEFIT.

                  (A)      CONDITION. If this box [X] is checked, a Participant
with 30 Years of Plans and Association Service, who has attained N/A years of
age and is in the Employment of the Employer, may elect to retire at any time
and shall receive, if he is then living, the Special Early Retirement Benefit in
lieu of any other benefit under this Program. Such Participant's Special Early
Retirement Date shall be the first day of the month coincident with or next
following the date on which said Employment terminates.

                  (B)      SPECIAL EARLY RETIREMENT BENEFIT.

                           [X] (1)  The Special Early Retirement Benefit payable
to a Participant who satisfies the condition in Section 4.05(a) shall be in a
form permitted under the Program as provided in Article 5, payable as an
immediate benefit commencing on the Participant's Special
<PAGE>

                                                                            4-16


Early Retirement Date and computed as of the date of commencement of the benefit
in the manner set forth in Section 4.02(b). Commencement of the Special Early
Retirement Benefit shall be subject to the restrictions of Section 4.01(b) if
applicable.

                           [ ] (2)  The Special Early Retirement Benefit payable
to a Participant who satisfies the condition in Section 4.05(a) shall be in a
form permitted under the Program as provided in Article 5, equal to either (i)
or (ii) below:

                                    (i)      A Special Early Retirement Benefit
                  which is computed in accordance with Section 4.02(b), and
                  which shall commence on the later of the first day of the
                  month coincident with or next following the date on which the
                  Participant attains age ______ or the first day of the first
                  month coincident with or next following the Participant's
                  termination of Employment with the Employer, or

                                    (ii)     A reduced Special Early Retirement
                  Benefit, if requested in writing to the Employer by the
                  Participant, which shall commence on the Participant's Special
                  Early Retirement Date or on the first day of a month specified
                  by the Participant which is subsequent to the Participant's
                  Special Early Retirement Date and prior to the date referenced
                  in Section 4.05(b)(2)(i) above. The reduced Special Early
                  Retirement Benefit shall be a benefit computed in accordance
                  with Section 4.02(b), reduced by ____ of 1% for each calendar
                  month (which is _____% per year), if any; by which the
                  commencement of the benefit precedes the first of the month
                  coincident with or next following the date the Participant
                  would attain the age specified in Section 4.05(b)(2)(i) above.

                  A Participant whose benefits under the Program have not
commenced may change the date elected under (i) or (ii) above prospectively on a
request in writing to the Employer. Commencement of the Special Early Retirement
Benefit under Section 4.05(b)(2) shall be subject to the restrictions of Section
4.01(b) if applicable.

                  4.06     PRE-RETIREMENT DEATH BENEFIT.

                  (A)      CONDITION. A Participant's surviving Spouse shall be
entitled to a Pre-Retirement Death Benefit if one of the following conditions is
satisfied:

                           (1)      The Participant's Employment with the
        Employer terminates by reason of death:
<PAGE>

                                                                            4-17


                                    (i)      after the Participant has attained
                  his 55th birthdate and completed the number of Years of Plans
                  and Association Service that are required of the Participant
                  under Section 4.04(a), (if any); or

                                    (ii)     if this box [ ] is checked, after
                  the Participant has attained his birthdate and ____ Years of
                  Plans and Association Service; or

                           (2)      The Participant has completed 5 Years of
         Vesting Service (or otherwise has a nonforfeitable right to a benefit
         under the Program) and dies before his Annuity Starting Date,
         irrespective of whether he is then in the Employment of the Employer.

                   The Pre-Retirement Death Benefit may be waived pursuant to
paragraph (e).

                  (B)      COMMENCEMENT OF PRE-RETIREMENT DEATH BENEFIT. The
Pre-Retirement Death Benefit payable when the condition in Section 4.06(a) has
been satisfied shall commence on the first day of the calendar month coincident
with or next following the later of the Participant's date of death or the date
the Participant attained (or would have attained) his Normal Retirement Age (or
such earlier age at which the benefit is no longer subject to reduction for
early commencement). If a Participant dies before attaining the Normal
Retirement Age, his surviving Spouse may elect to accelerate the commencement of
the survivor annuity to the first day of any month coincident with or next
following the later of the Participant's date of death or the date the
Participant would have attained age 55. Notwithstanding the foregoing, if this
box [ ] is checked, and a death benefit would have been payable in accordance
with Section 4.06 of the Program, as in effect on December 31, 1984, with
respect to a Participant who died prior to attaining age 55, then the
Pre-Retirement Death Benefit payable with respect to a Participant whose Spouse
would have been eligible for such benefit if the Participant had died on
December 31, 1984, shall commence on the first day of the calendar month
coincident with or next following the Participant's date of death.

                  Pre-Retirement Death Benefit payments shall be made on the
first day of each month following the applicable commencement date, and the last
payment shall be the payment due in the month in which the Spouse's death
occurs.

                   (C)      AMOUNT OF PRE-RETIREMENT DEATH BENEFIT.

                           (1)      In the case of a Participant who dies before
         attaining the Normal Retirement Age, the surviving Spouse shall receive
         monthly benefits equal to (check one):
<PAGE>

                                                                            4-18


                           [X] (i)  the amount which would have been payable
                  to the Participant under Section 4.04(b)(1), without regard to
                  the conditions expressed in 4.04(a), as a deferred benefit
                  commencing at his Normal Retirement Date, computed as of his
                  date of termination of Employment with the Employer, assuming
                  in the case of a Participant who dies during such Employment
                  that Employment had terminated on the date prior to the date
                  of his death, multiplied by (aa) a percentage equal to 50%
                  reduced by 2 percentage points for each complete year by which
                  the commencement date for benefits under this Section precedes
                  his Normal Retirement Date or (bb) a full 50% in the case of a
                  Participant who was eligible for an immediate unreduced
                  Special Early Retirement Benefit under Section 4.05(b) on the
                  day prior to the date of his death; or

                           [ ] (ii) 50% of the amount which would have been
                  payable to the Participant under Section 4.08(b)(1) as a
                  deferred benefit, without regard to the conditions expressed
                  in Section 4.08(a), computed as of his date of termination of
                  Employment with the Employer, assuming in the case of the
                  Participant who dies during such Employment that Employment
                  had terminated on the day prior to the date of his death.

                           (2)      In the case of a Participant who dies on or
         after attaining the Normal Retirement Age, but prior to his Annuity
         Starting Date, his surviving Spouse shall receive monthly benefits
         equal to 50% of the amount that would have been payable to the
         Participant had he retired on the day before his death with an
         immediate straight life annuity computed in accordance with Section
         4.02 or 4.03.

                           (3)      Notwithstanding paragraphs (1) and (2), in
         the event a Participant dies, after having made a valid election of
         Option C under Section 5.04 and designated his Spouse as the contingent
         Beneficiary, but prior to his Annuity Starting Date, his surviving
         Spouse shall receive the monthly benefit that would have been payable
         to her under Option C if the Participant had retired and started to
         receive benefits on the day before his death.

                           (4)      Notwithstanding paragraphs (1) and (2), in
         no event will the benefits received by a surviving Spouse under the
         Pre-Retirement Death Benefit be less than the benefit the Spouse would
         have received as the survivor portion of the Joint and Survivor Benefit
         payable under the Program (i) where the Participant's death occurs
         after the date he attained age 55, as if the Participant had retired on
         the day before his death; or (ii) where
<PAGE>

                                                                            4-19


         the Participant's death occurs on or before the date he attained age
         55, as if the Participant had terminated Employment on the day of his
         death (or if earlier, the date the Participant actually terminated
         Employment), survived until age 55, retired, and died on the day
         thereafter.

                  (D)      COST OF COVERAGE. If this box [ ] is checked, the
amount otherwise payable to a Participant (or his surviving Spouse) under the
Program shall be reduced by the applicable percentage for each complete month
that the Pre-Retirement Death Benefit coverage was in effect after July 1, 1985.
For purposes of the preceding sentence, the "applicable percentage" means the
percentage specified in the following table, based on the Participant's age on
the last day of each month of coverage:

<TABLE>
<CAPTION>
                  Participant's Age          Applicable Percentage
                  ------------------------------------------------
                  <S>                        <C>
                  55 and older               .0400%
                  50 to 54                   .0200%
                  45 to 49                   .0100%
                  40 to 44                   .0067%
                  35 to 39                   .0050%
                  under 35                   .0040%
</TABLE>

                   Pre-Retirement Death Benefit coverage shall remain in effect
until the date on which the earliest of the following occurs: the death of the
Participant's Spouse, the entry of a final divorce decree dissolving the
Participant's marriage, the date on which the spouse is no longer treated as the
Participant's Spouse pursuant to regulations issued under ss.401 and ss.417 of
the Internal Revenue Code, the Participant's Annuity Starting Date, or the
waiver of coverage pursuant to paragraph (e). In addition, the Participant shall
not be treated as having Pre-Retirement Death Benefit coverage for purposes of
calculating the foregoing coverage charges prior to the later of the month in
which the Participant is allowed to waive the coverage in accordance with
paragraph (e) or the month in which the Participant receives Notice in
accordance with paragraph (f); provided, however, that this limitation shall not
apply for purposes of determining the charges for periods of coverage in Program
Years beginning before January, 1, 1989.

                   With respect to a Participant who retired on his Early
Retirement Date, but elected to defer commencement of his Early Retirement
Benefit and was covered by the Spouse's benefit
<PAGE>

                                                                            4-20


described in Section 5.01(b) of the Program as in effect on December 31, 1984,
the amount otherwise payable to such Participant upon retirement shall also be
reduced to take into account the charge imposed for survivor coverage up to
December 31, 1984.

                  (E)      WAIVER OF PRE-RETIREMENT DEATH BENEFIT. If the box in
paragraph (d) is checked, then at any time during the election period, a
Participant may elect to waive the Pre-Retirement Death Benefit coverage or
revoke such waiver. Any election or revocation shall be made in writing on a
form filed with the Employer in such manner as the Committee may determine. A
Participant's election to waive the Pre-Retirement Death Benefit shall be
ineffective unless the Participant's Spouse consents in writing to such election
and the Spouse's consent acknowledges the effect of such election and is
witnessed by an Employer representative of the Program or a notary public. The
preceding sentence shall not apply if it is established to the satisfaction of
the Program representative that the Spouse's consent cannot be obtained because
there is no Spouse, because the Spouse cannot be located, or because of any
other circumstances described in regulations issued under ss. 401 and ss. 417 of
the Internal Revenue Code. The consent of a Participant's Spouse (or the
establishment that such consent cannot be obtained) shall be effective only with
respect to that particular Spouse. A Participant may revoke his election to
waive the Pre-Retirement Death Benefit without the consent of his Spouse.

                  For purposes of this paragraph (e), the election period shall
begin on the first day of the Program Year in which the Participant attains age
35, or, if earlier, on the date a Participant terminates his Employment prior to
attaining age 35, and shall end on the date of the Participant's death. If an
active Employee becomes a vested Participant prior to attaining age 35, such an
Employee may, with spousal consent, in accordance with this paragraph (e), make
a temporary election to waive the Pre-Retirement Death Benefit at any time
beginning with the month in which he acquires a vested fight under the Program,
and ending on the day before the first day of the Program Year in which he
attains age 35; provided, however, that such temporary election, if not revoked
earlier, shall become invalid on the first day of the Program Year in which the
Participant attains age 35.

                  (F)      NOTICE REQUIREMENTS. If the box in paragraph (d) is
checked, then within the applicable notice period, the Employer shall furnish
each Participant with a written explanation of the terms and conditions of the
Pre-Retirement Death Benefit and the rights of the Participant and his Spouse
with respect thereto. Such explanation shall be provided in a manner consistent
with the regulations prescribed under ss. 401 and ss. 417 of the Internal
Revenue Code. In the case
<PAGE>

                                                                            4-21


of an Employee who becomes a Participant on or before the first day of the
Program Year in which he attains age 32, the notice period shall begin on the
first day of the Program Year in which the Participant attains age 32, and shall
end on the last day of the Program Year preceding the Program Year in which the
Participant attains age 35. In the case of an Employee who becomes a Participant
after the first day of the Program Year in which he attains age 32, the notice
period shall begin on the day he becomes a Participant and shall end twelve
months later. In the case of an Employee who terminates his Employment prior to
attaining age 35, the notice period shall begin one year prior to such date of
termination and shall end one year after such date. Should such Participant
return to the Employment of the Employer, the applicable notice requirements of
this paragraph shall be observed. Additionally, in the case of an Employee who
becomes a Participant before the first day of the Plan Year in which he attains
age 32, the notice period with respect to the temporary election in Section
4.06(e) shall begin on the day the Participant first acquires a vested right
under the Program.

                  (G)      TRANSITION RULES. The provisions of this Section 4.06
shall apply to any Participant who is credited with at least one Hour of Service
or one hour of paid leave on or after. August 23, 1984. In addition, any other
Participant may elect to have the provisions of this Section 4.06 apply if such
Participant has completed at least 10 Years of Vesting Service, including at
least one Hour of Service after December 31, 1975, and such Participant was
alive but not yet receiving benefits under the Program as of August 23, 1984.
Every Participant eligible to make such election shall be notified of this right
at such time and in such manner as the Secretary of the Treasury shall
prescribe. If any such Participant elects to be covered by Section 4.06 of this
Program, then, to the extent provided in paragraph (d) above, a coverage charge
shall be applied against his retirement benefits for the period of coverage
beginning on the date the election is made; and if; any such Participant had
elected death benefit coverage under the terms of the Program in effect prior to
January 1, 1985, any coverage charge arising under the terms of such Program
shall also be applied against his retirement benefits for the period of coverage
prior to the date the Participant elects to be covered under Section 4.06 of
this Program. The relevant provisions of the Program in effect prior to January
1, 1985, shall apply with respect to any other Participant who was alive but not
yet receiving benefits under the Program as of August 23, 1984.

                  (H)      OPTIONAL PRE-RETIREMENT DEATH BENEFIT. If this box
[ ] is checked, and if the box in paragraph (d) is not checked, then effective
with respect to all Participants who are
<PAGE>

                                                                            4-22


Employees on __________, the provisions of Section 4.06 shall be applied with
the modifications set forth in this paragraph (h).

                           (1)      If, at the time of a Participant's death,
there is no surviving Spouse, but the condition in Section 4.06(a) is otherwise
satisfied, the Participant's designated Beneficiary, if surviving, shall be
entitled to a Pre-Retirement Death Benefit. For this purpose, "Beneficiary"
shall mean the natural person or persons last designated by a Participant, in
writing on forms of the Committee provided by the Employer, who shall receive
the Pre-Retirement Death Benefit payable under this Section 4.06 upon the death
of the Participant. The Participant may from time to time change his designation
by filing a new written designation with the Employer. Such designation becomes
effective only upon receipt by the Employer. If the Participant subsequently
marries, any designation of a Beneficiary hereunder shall automatically become
void. A married Participant may not designate a Beneficiary under this paragraph
(h) for a Pre-Retirement Death Benefit, whether or not the Participant's Spouse
would otherwise consent to such designation.

                           (2) (i)   A Pre-Retirement Death Benefit payable to a
surviving Spouse shall commence in accordance with paragraph (b); provided,
however, that in the event the Participant dies prior to attaining age 55, the
surviving Spouse may elect to accelerate the commencement of such benefit to the
first day of the calendar month coincident with or next following the
Participant's date of death. A Pre-Retirement Death Benefit payable to a
Participant's surviving Beneficiary shall commence on the first day of the
calendar month coincident with or next following the Participant's date of
death, and may not be deferred by the Beneficiary.

                               (ii)  A Pre-Retirement Death Benefit payable to a
surviving Spouse or a surviving Beneficiary shall be in the form of a monthly
annuity for the life of the recipient in the amount specified below in paragraph
(3), or in the form of an equivalent lump sum, which lump sum shall be computed
according to the interest rate and mortality assumptions used to calculate the
Lump Sum payment under Section 5.03(b). The surviving Spouse or the surviving
Beneficiary, as the case may be, may elect which form of payment is to be made;
provided, however, that the payment to the surviving Spouse shall be in the form
of a lump sum in the event the mandatory cash-out provisions of Section 4.15
apply; and provided further that the payment to the surviving Beneficiary shall
be in the form of a lump sum in the event that the
<PAGE>

                                                                            4-23


Beneficiary's lump sum equivalent is less than or equal to $5,000, or in the
event that the dollar amount of the monthly annuity otherwise payable hereunder
to that Beneficiary is less than $100.

                                    (iii)    Pre-Retirement Death Benefit
payments made in the form of a monthly annuity shall be made on the first day of
each month following the applicable commencement date, and the last payment
shall be the payment due in the month in which the recipient's death occurs. If
a single sum payment of the Pre-Retirement Death Benefit is made hereunder, no
further benefit shall be paid to the recipient of the lump sum.

                                (3) (i)      In the case of a Participant who
dies before attaining the Normal Retirement Age, the amount of the monthly
benefit payable to an eligible surviving Spouse shall be determined in
accordance with paragraph (c); provided, however, if the commencement date for
the benefit is prior to the date the Participant would have attained age 55, the
percentage referred to in paragraph (c)(1)(i)(aa) or paragraph (c)(1)(ii), as
applicable, shall be the percentage specified in the table below, based on the
relationship of the commencement date to what would have been the Participant's
attained age at that time (check one):

         [ ]      where the box in Section 4.06 (c) (1) (i) is checked:

<TABLE>
<CAPTION>
                                    Attained Age               Applicable Percentage
                                    ------------               ---------------------
                                    <S>                        <C>
                                    55                         30.0%
                                    54                         28.0%
                                    53                         26.0%
                                    52                         24.0%
                                    51                         22.0%
                                    50                         20.0%
                                    49                         19.0%
                                    48                         18.0%
                                    47                         17.0%
                                    46                         16.0%
                                    45                         15.0%
                                    44                         14.5%
                                    43                         14.0%
                                    42                         13.5%
                                    41                         13.0%
                                    40                         12.5%
                                    39                         12.0%
                                    38                         11.5%
                                    37                         11.0%
                                    36                         10.5%
</TABLE>
<PAGE>


                                                                            4-24


<TABLE>
<CAPTION>
Attained Age                                 Applicable Percentage
------------                                 ---------------------
<S>                                          <C>
35                                           10.0%
34                                           9.5%
33                                           9.0%
32                                           8.5%
31                                           8.0%
30                                           7.5%
29                                           7.0%
28                                           6.5%
27                                           6.0%
26                                           5.5%
25                                           5.0%
24                                           4.5%
23                                           4.0%
22                                           3.5%
21                                           3.0%
20                                           2.5%
19                                           2.0%
18                                           1.5%
17                                           1.0%
16                                           0.5%

</TABLE>


where the box in Section 4.06. (c) (1) (ii) is checked:

<TABLE>
<CAPTION>
Attained Age                        Applicable Percentage
------------                        ---------------------
<S>                                 <C>
55                                  50.0%
54                                  47.0%
53                                  44.0%
52                                  41.0%
51                                  38.0%
50                                  35.5%
49                                  33.0%
48                                  30.5%
47                                  28.5%
46                                  26.5%
45                                  24.5%
44                                  23.0%
43                                  21.5%
42                                  20.0%
41                                  18.5%

</TABLE>


<PAGE>


                                                                            4-25

<TABLE>
<CAPTION>
Attained Age                                 Applicable Percentage
------------                                 ---------------------
<S>                                           <C>
40                                            17.5%
39                                            16.5%
38                                            15.5%
37                                            14.5%
36                                            13.5%
35                                            12.5%
34                                            11.5%
33                                            10.5%
32                                            10.0%
31                                            9.5%
30                                            9.0%
29                                            8.5%
28                                            8.0%
27                                            7.5%
26                                            7.0%
25                                            6.5%
24                                            6.0%
23                                            5.5
22                                            5.0%
21                                            4.5%
20                                            4.0%

</TABLE>



The minimum benefit set forth in paragraph (c)(4) shall not apply if the
commencement date for the Pre-Retirement Death Benefit precedes the date the
Participant would have attained age 55.

                  (ii)     In the case of a Participant who dies on or after
attaining the Normal Retirement Age, but prior to the Annuity Starting Date, the
amount of the monthly benefit payable to an eligible surviving Spouse shall be
determined in accordance with paragraph (c).

                  (iii)    In the event the Pre-Retirement Death Benefit is
payable to a surviving Beneficiary other than the surviving Spouse, the amount
of the monthly benefit shall be calculated under paragraph (c) and this
paragraph (h)(3) in the same manner as if the surviving Beneficiary had been a
surviving Spouse; provided, however, that if the Pre-Retirement Death Benefit is
payable to a surviving Beneficiary who is more than 5 years younger than the
Participant, the amount of the monthly benefit otherwise payable hereunder shall
be reduced by .4 percent for each year (or fraction thereof) in excess of 5 that
the surviving Beneficiary is younger than the Participant; and provided further
that the minimum benefits prescribed by


<PAGE>

                                                                            4-26

paragraph (c)(3) and (c)(4) shall not apply in determining the amount of benefit
payable to a surviving Beneficiary.

                  (iv)     In the event the Participant designates more than one
Beneficiary, the amount determined under the applicable portion of Section
4.06(c)(1) or (2), to be the monthly amount which would have been payable to the
Participant, will be divided equally among the Beneficiaries and adjusted as
follows. The benefit payable to each of the Beneficiaries shall be determined by
applying Section 4.06(h)(3)(iii) to the portion of the Participant's benefit
allocated with respect to the Beneficiary under the preceding sentence. The
mandatory cash-out provisions of Section 4.06(h)(2)(ii) shall be applied
separately to each Beneficiary pursuant to that section, based on the value of
the benefit payable to that Beneficiary.

                  (v)      If a single Participant does not designate a
Beneficiary, or if the Beneficiary designated by such Participant dies before
the Participant and no Beneficiary is named, the following shall be the
Participant's Beneficiary:

         (aa)     the Participant's surviving issue, per stirpes, or if none;

         (bb)     the Participant's surviving parents, or if none;

         (cc)     the Participant's estate.

The benefit payable to a Beneficiary designated under this subparagraph (v)
shall be determined in the manner set forth in subparagraph (iv), except that if
the Participant's Beneficiary is the Participant's estate, the benefit shall be
paid to the estate in the form of a lump sum on the first day of the calendar
month coincident with or next following the Participant's date of death, or as
soon as practicable thereafter. For purposes of determining the value of that
lump sum benefit, the estate will be deemed to be a single Beneficiary that is
the same age as the Participant.


         4.07     NO DEATH BENEFITS EXCEPT AS SPECIFIED. Death benefits shall
not be payable hereunder except as specifically provided in Section 4.06 or
under the terms of an optional form of benefit selected by the Participant. This
exclusion applies to, but is not limited to, the following:

         (a)      A death benefit shall not be payable under the Program if a
Participant dies, after benefit payments to the Participant have commenced
unless the form of benefit specifically provides for a death benefit.

         (b)      Except as provided in Section 4.06 hereof, a death benefit
shall not be payable under the Program if a Participant dies while not in the
Employment of a Plan and at a time when benefit payments to the Participant
never had commenced.


<PAGE>


                                                                            4-27

         (c)      A death benefit shall not be payable under the Program if a
Participant dies prior to termination of Employment with a Plan except as
provided in Section 4.06 hereof.

         4.08     VESTING.

         (a)      CONDITION. A Participant whose Employment with the Employer is
terminated and who is not entitled to an Early Retirement Benefit under Section
4.04(a) shall be entitled to a Vested Benefit if he completes 10 years of
Vesting Service which may include service subsequent to said termination of
Employment as provided in Section 1.28. Effective January 1, 1989, a Participant
who is in the Employment of a Plan on or after such date shall be entitled to a
Vested Benefit upon termination of Employment if he completes 5 Years of Vesting
Service which service may also include service subsequent to the Participant's
termination of Employment as provided in Section 1.28.

         (b)      VESTED BENEFIT. The Vested Benefit payable to a Participant
who satisfies the condition in Section 4.08(a) shall be in a form permitted
under the Program and determined as specified in (1) or (2)
below:

                  (1)      A benefit specified in (i), (ii), or (iii) below,
whichever is checked:

                                    [X](i)   a benefit, which shall commence at
                  (check one) [X] the first day of the month coincident with or
                  next following the Participant's attainment of his Normal
                  Retirement Age or [ ] the first day of the month coincident
                  with or next following the date on which the Participant
                  attains his 62nd birthdate, if he is then living, computed as
                  of his date of termination of Employment with the Employer in
                  the manner set forth in Section 4.02(b); or

                                    [ ](ii)   a benefit which shall commence at
                  (check one) [ ] the first day of the month coincident with or
                  next following the Participant's attainment of his Normal
                  Retirement Age or [ ] the first day of the month coincident
                  with or next following the date on which the Participant
                  attains his 62nd birthdate, if he is then living, computed as
                  of his date of termination of Employment with the Employer in
                  the manner set forth in Section 4.02(b) except that the
                  denominator of the fraction specified in Section 4.02(b) (2),
                  (3), or (4) is the greater of the number of Years of Plans and
                  Association Service which the Employee would have had if he
                  had remained an Employee to his Normal Retirement Age or the
                  denominator specified in Section 4.02(b) (2), (3), or (4),
                  whichever is applicable (but the fraction shall not be greater
                  than one).


<PAGE>

                                                                            4-28

                                    [ ](iii)  a benefit which shall commence at
                  (check one) [ ] the first day of the month coincident with or
                  next following the Participant's attainment of his Normal
                  Retirement Age or [ ] the first day of the month coincident
                  with or next following the date on which the Participant
                  attains his 62nd birthdate, if he is then living, computed as
                  of the first day of the month coincident with or next
                  following attainment of his Normal Retirement Age in the
                  manner set forth in Section 4.02(b) (2), (3) or (4), except
                  that the resultant fraction shall be equal to one, and based
                  on his Final Average Earnings and his Earnings as of his date
                  of termination of Employment with the Employer and then
                  multiplied by a fraction the numerator of which is the
                  Participant's Years of Plans and Association Service as of his
                  date of termination of Employment with the Employer and the
                  denominator of which is the greater of the number of Years of
                  Plans and Association Service which the Employee would have
                  had if he had remained an Employee to his Normal Retirement
                  Age or the denominator specified in Section 4.02(b)(2), (3),
                  or (4), whichever is applicable (but the fraction shall not be
                  greater than one).

                           (2)      A reduced Vested Benefit if requested in
writing to the Employer by the Participant, commencing on the first day of the
month coincident with or next following the Participant's Early Retirement Age
or on the first day of a month specified by the Participant which is subsequent
to his Early Retirement Age and prior to the date selected in Section
4.08(b)(1)(i), (ii), or (iii) above, determined under the provision checked
below:

                                    [X](i) a benefit which is the Actuarial
                  Equivalent of the benefit specified in [X](1)(i), [ ](1)(ii),
                  or [ ](1)(iii) of this Section 4.08, as checked above, or

                                    [ ](ii) a benefit specified in [ ](1)(i),
                  [ ](1)(ii), or [ ](1)(iii) of this Section 4.08, as checked
                  above, reduced by , ___% for each calendar month (which is __%
                  per year) by which the date of commencement of the benefit
                  precedes the date selected in Section 4.08(b)(1)(i), (ii), or
                  (iii) above, or

                                    [ ](iii) a benefit specified in [ ](1)(i),
                  [ ](1)(ii) or [ ](1)(iii) of this Section 4.08, as checked
                  above, reduced as follows (check one):

                                    [ ] for a Participant whose benefit
                  commences on or after age 60 but prior to age 65, the benefit
                  will be reduced by 2/3 of 1% for each calendar month



<PAGE>


                                                                            4-29

                  (which is 8% per year) by which commencement of the benefit
                  precedes age 65, and for a Participant whose benefit commences
                  on or after age 55 but prior to age 60, the benefit will be
                  reduced by the sum of 40% and 1/3 of 1% for each calendar
                  month (which is 4% per year) by which commencement of the
                  benefit precedes age 60; or

                                    [ ] for a Participant whose benefit
                  commences on or after age 57 but prior to age 62, the benefit
                  will be reduced by 2/3 of 1 % for each calendar month (which
                  is 8% per year) by which commencement of the benefit precedes
                  age 62; and for a Participant whose benefit commences on or
                  after age 55 but prior to age 57, the benefit will be reduced
                  by the sum of 40% and 1/3 of 1 (degree)/a for each calendar
                  month (which is 4% per year) by which commencement of the
                  benefit precedes age 57.

         If this box is checked [X] the Program (and/or predecessor program
qualified under ss.401 of the Internal Revenue Code) specified the actuarial
assumptions or conversion factors for determining a Participant's reduced vested
benefit, and an amendment(s) (including the adoption of this Program or a
restated version of the Program) changed the actuarial assumptions or conversion
factors for determining such Participant's benefit; therefore, any benefit
payable to the Participant under this provision shall be no less than the
reduced benefit as previously specified in Section 4.08(b)(2) (and/or the
predecessor program, if applicable), determined as of the day immediately prior
to the effective date of the amendment(s) (i.e., determined as of December 30.
1998) and computed on the basis of the actuarial assumptions or adjustment
factors in effect on such date(s).

         A Participant whose benefits under the Program have not commenced may
change the date elected under (1) or (2) above prospectively on a request in
writing to the Employer. Commencement of the Vested Benefit shall be subject to
the restrictions of Section 4.01(b) if applicable.

         4.09     OTHER TERMINATION OF EMPLOYMENT. If a Participant's Employment
by a Plan is terminated and he or his Beneficiary is not eligible to receive a
benefit under any preceding Section of Article 4 or under Section 4.16, no
benefit shall be payable under the Program. In such event, any nonvested benefit
of the Participant shall be disposed of in accordance with the deemed cash-out
rules of Section 4.15.



<PAGE>
                                                                            4-30

         4.10 COST-OF-LIVING ADJUSTMENT. If an amendment is adopted as provided
below and submitted to the Committee, the benefit payable to a Participant  who
has one Hour of Service on or after January 1, 1988, or to such Participant's
Beneficiary, or to such Participant's domestic relations order (such alternate
payee shall be referred to as an "eligible alternate payee") shall be adjusted
in accordance with the method selected below; otherwise the adjustment shall be
in accordance with this Section as in effect on December 31, 1987.

         [ ](A) INCREASE RELATED TO THE CONSUMER PRICE INDEX. The benefit of a
Participant, Beneficiary or eligible alternate payee shall be increased by a
percentage of said benefit as of the first month designated by the Employer of
the year for which the Employer adopts an amendment invoking this Section
4.10(a). Such percentage shall equal the excess of the Annual Consumer Price
Index percentage (the Index for all Urban Consumers issued by the Department of
Labor) for the year preceding that for which such amendment is adopted over the
prior Consumer Price Index percentage for the year in which the benefit
hereunder commenced or was last adjusted pursuant to this Section 4.10,
whichever occurred later.

         [ ](B) PERIODIC PERCENTAGE INCREASE. The benefit of a Participant,
Beneficiary or eligible alternate payee which has commenced at least twelve
months prior to the effective date of the amendment hereunder shall be increased
by ___% as of the first month designated by the Employer of the year for which
the Employer adopts an amendment invoking this Section 4.10(b).

         [ ](C) PERCENTAGE INCREASE RELATED TO YEARS OF RETIREMENT. The benefit
of a Participant, Beneficiary or eligible alternate payee which has commenced at
least twelve months prior to the effective date of the amendment hereunder shall
be increased by a percentage figure as of the first month of the year for which
the Employer adopts an amendment invoking this Section 4.10(c). This percentage
shall equal ___% multiplied by the number of complete years which have elapsed
since the Participant's, Beneficiary's or eligible alternate payee's benefit was
last increased under this Section 4.10, whichever occurred later. In no event
shall the increase for a Participant, Beneficiary or eligible alternate payee be
less than __nor more than ___.

               For purposes of this Section 4.10, if the amount of the benefit
being paid to a Participant is limited by the Defined Benefit Dollar Limit (as
defined in Section 4.12(a)), any
<PAGE>
                                                                            4-31

cost-of-living adjustment adopted by an Employer under this Section 4.10 shall
be applied to the amount of benefit being paid, but only to the extent permitted
under Section 4.12.

         4.11 NON-DUPLICATION OF BENEFITS. Benefits are provided under this
Program for prior service with the Employer and other Plans, but it is the
intent of this Program to avoid duplication of benefits provided under this
Program and the pension programs of such Plans with respect to such prior
service. The term "pension program" refers to a program which satisfies the
requirements of ss.401 (a) of the Internal Revenue Code of 1986. The following
rules shall apply for the purpose of eliminating duplication:

         (a) A benefit payable under this Program, including a pre-retirement
death benefit, shall be offset by the amount of employer-paid benefits earned
under a pension program of a Plan for a period of service for which credit is
given under this Program. Generally the offset shall be applied by reducing the
benefit payable to the Participant under the Program for the life of the
Participant commencing at age 65 by the benefit payable under the pension
program of the other Plan in the same form and commencing at the same time; the
resulting benefit shall be paid at the time and in the form determined under the
provisions of the Program. If the other Plan was merged with the Employer, or if
the Employer and the other Plan conducted joint operations at the same principal
place of business, the offset shall be applied by reducing the benefit payable
to the Participant under this Program at the time of commencement by the
Actuarial Equivalent of the benefit payable under the pension program of the
other Plan if the benefit under this Program commences prior to the
Participant's Normal Retirement Age. The offset shall be made if the
Participant's benefit under the other program is or was nonforfeitable,
regardless of whether the Participant has taken his prior benefit in a form
other than the form in which benefits are payable under this Program or, in the
case of an offset applied to a pre-retirement death benefit, has failed to
elect, or has waived, an optional form of benefit which would have provided a
death benefit to his spouse. Further, the offset shall be made if this Program
is terminated based on the benefit credited to the Participant under the other
Plan's pension program at the time of this Program's termination if the
Participant has vested in that benefit, regardless of whether that benefit is
ultimately paid to the Participant. However, a Participant's benefit under this
Program shall not be less than the benefit would have been if credit had not
been given for the prior service with the other Plan.

         (b)      A benefit payable under this Program shall be offset by any
benefit previously earned and payable to the Participant or his Beneficiary
under this Program. The offset shall be


<PAGE>


                                                                            4-32

applied by reducing the current benefit payable to the Participant under this
Program at the time such benefit commences by the prior benefit, including the
value of any applicable cost of living adjustment and excluding any special
early retirement supplement, payable under the Program (expressed in the form of
a comparable lifetime only benefit in accordance with the relevant actuarial
conversion factors specified in the Program).

         (c) If prior to January 1, 1974, the Employer maintained a Disability
Retirement Program under a Trust administered by the same Trustee as this
Program, jointly with this Trust, an Employee who was disabled prior to January
1, 1974, and who is entitled to a benefit under the Disability Retirement
Program, shall be entitled to a benefit from this Program reduced by the amount
of the benefit payable to the Participant under the Employer's Disability
Retirement Program.

         4.12     LIMITATIONS ON BENEFITS.

         (A) BASIC LIMITATION. Subject to the adjustments hereinafter set forth,
the maximum annual amount of retirement benefit payable to a Participant under
this Program, when expressed as an annual benefit, shall not exceed the lesser
of:

                  (1)      the Defined Benefit Dollar Limit or

                  (2) 100% of the Participant's average compensation for the
         three consecutive calendar years during which he was a Participant and
         had the greatest aggregate compensation from the Employer.

         Such amount is referred to herein as the Maximum Permissible Amount.

         For purposes of this Section, the term "annual benefit" means the
benefit that is payable annually to a Participant in the form of a straight
lifetime benefit with no ancillary benefits, and the term "compensation"
includes a Participant's wages, salaries, 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, and bonuses). The term "compensation" does not, however,
include contributions made by the Employer to a program of deferred compensation
to the extent that (before the application of the limitations of ss.415 of the
Internal Revenue Code to that program) the contributions are not includable in
the gross income of the Employee for the taxable year in which contributed, or
other amounts which receive special tax benefits (such as premiums for group
term life insurance, but only to the extent that the premiums are excludable
from the gross income of the Employee). Nevertheless, any


<PAGE>


                                                                            4-33

elective deferrals or contributions as described in ss. 415(c)(3)(D) of the
Internal Revenue Code that are made with respect to an Employee shall be
considered as "compensation" in the year such amounts are deferred or
contributed, and any amounts received by an Employee pursuant to an unfunded
non-qualified program shall be considered as "compensation" in the year such
amounts are includable in the gross income of the Employee. The term "Defined
Benefit Dollar Limit" shall mean the dollar limit specified in ss.415(b)(1)(A)
of the Internal Revenue Code.

                  (b)      ADJUSTMENTS to Basic Limitation. For purposes of
applying the limitation described in Section 4.12(a), the following adjustments
shall be made:

                           (1) ADJUSTMENTS FOR OTHER Forms of BENEFIT. When a
         benefit is payable in any form other than a straight lifetime benefit
         or a qualified joint and survivor benefit with the Employee's Spouse,
         the benefit shall be adjusted to an actuarially equivalent annual
         benefit before applying the limitations of this Section 4.12. Effective
         January 1, 1995, with respect to benefits commencing on or after such
         date, the actuarially equivalent annual benefit for these purposes will
         be equal to the greater of the annual benefit computed using the
         interest rate and mortality table (or other tabular factor) specified
         in the Program for adjusting benefits in the same form, and the annual
         benefit computed using a 5 percent interest rate assumption and the
         Applicable Mortality Table. For these purposes the Applicable Mortality
         Table is the mortality table that is prescribed by the IRS based on the
         prevailing commissioners' standard table (described in ss. 807(d)(5)(A)
         of the Internal Revenue Code) used to determine reserves for group
         annuity contracts issued on the date as of which present value is being
         determined (without regard to any other subparagraph of ss. 807(d)(5)).
         In determining the actuarially equivalent annual benefit for a benefit
         form other than a nondecreasing annuity payable for a period of not
         less than the life of the Participant (or, in the case of a qualified
         pre-retirement survivor annuity, the life of the surviving Spouse),
         the following phrases shall be substituted for "a 5 percent interest
         rate assumption" for purposes of making the above adjustment:

                                    (i) With respect to benefits commencing on
                           or after January 1, 1995, and before July 1, 1996,
                           "for any calendar quarter, the annual interest rate
                           on 30-year Treasury securities as specified by the
                           IRS for the



<PAGE>

                                                                            4-34

                           fifth full calendar month preceding the first day of
                           such calendar quarter"; or

                                    (ii) With respect to benefits commencing on
                           or after July 1, 1996, the "Applicable Interest
                           Rate," as defined in Section 5.03(b)(1)".

                           (2) ADJUSTMENT FOR COMMENCEMENT BEFORE SOCIAL
         SECURITY RETIREMENT AGE. If the benefit payable to a Participant under
         the Program begins before the Participant attains his Social Security
         Retirement Age, then the Defined Benefit Dollar Limit shall be
         adjusted, in accordance with such rules as the Secretary of the
         Treasury may prescribe, so that it is actuarially equivalent to an
         annual benefit in the amount of the Defined Benefit Dollar Limit
         commencing at his Social Security Retirement Age. The adjustment shall
         be consistent with the reduction for old-age insurance benefits
         commencing before the Social Security Retirement Age under the Social
         Security Act, and the Defined Benefit Dollar limit for benefits
         commencing before age 62 shall be the actuarial equivalent of the limit
         for benefits commencing at age 62, calculated as the lesser of the
         equivalent annual benefit computed using the interest rate and
         mortality table (or other tabular factor) equivalence for early
         retirement benefits, and the equivalent annual benefit computed using a
         5 percent interest rate assumption and the Applicable Mortality Table.
         For these purposes the Applicable Mortality Table is the mortality
         table that is prescribed by the IRS based on the prevailing
         commissioners' standard table (described in ss. 807(d)(5)(A) of the
         Internal Revenue Code) used to determine reserves for group annuity
         contracts issued on the date as of which present value is being
         determined (without regard to any other subparagraph of ss. 807(d)(5)).
         Notwithstanding the foregoing, with respect to benefits commencing on
         or after January 1, 1995, and before August 21, 1996, that are payable
         in a form other than a nondecreasing annuity payable for a period of
         not less than the life of the Participant (or, in the case of a
         qualified pre-retirement survivor annuity, the life of the surviving
         Spouse), the following phrases shall be substituted for "a 5 percent
         interest rate assumption" for purposes of making the above adjustment:

                                    (i)      With respect to benefits commencing
                           on or after January 1, 1995, and before July 1, 1996,
                           "for any calendar quarter, the annual


<PAGE>


                                                                            4-35

                           interest rate on 30-year Treasury securities as
                           specified by the IRS for the fifth full calendar
                           month preceding the first day of such calendar
                           quarter";

                                    (ii) With respect to benefits commencing on
                           or after July 1, 1996, and before August 21, 1996,
                           "the "Applicable Interest Rate," as defined in
                           Section 5.03(b)(1)".

                           (3) ADJUSTMENT FOR COMMENCEMENT AFTER SOCIAL SECURITY
         RETIREMENT AGE. If the benefit payable to a Participant under the
         Program begins after the Participant attains his Social Security
         Retirement Age, then the Defined Benefit Dollar Limit shall be adjusted
         so that it is actuarially equivalent to an annual benefit in the amount
         of the Defined Benefit Dollar Limit commencing at the Social Security
         Retirement Age. The actuarially equivalent amount of annual benefit
         shall be calculated as the lesser of the equivalent annual benefit
         computed using the interest rate and mortality table (or other tabular
         factor) equivalence for delayed retirement benefits, and the equivalent
         annual benefit computed using a 5 percent interest rate assumption and
         the Applicable Mortality Table. For these purposes the Applicable
         Mortality Table is the mortality table that is prescribed by the IRS
         based on the prevailing commissioners' standard table (described in ss.
         807(d)(5)(A) of the Internal Revenue Code) used to determine reserves
         for group annuity contracts issued on the date as of which present
         value is being determined (without regard to any other subparagraph of
         ss. 807(d)(5)).


                  (c) COST OF-LIVING ADJUSTMENTS. The Defined Benefit Dollar
Limit will be automatically adjusted for increases in the cost of living in
accordance with regulations prescribed by the Secretary of the Treasury pursuant
to the provisions of ss.415(d) of the Internal Revenue Code. Such adjustments to
the Defined Benefit Dollar Limit shall be applicable to the benefit of a
Participant who is in the Employment of the Employer. Such adjustments shall
also be applicable to the benefit of a Participant whose Employment with the
Employer has terminated, but whose benefit has not yet commenced, and the
particular Defined Benefit Dollar Limit that shall apply to the benefit of such
a Participant shall be the Limit in effect in the year of the benefit
commencement date. Such adjustments to the Defined Benefit Dollar Limit shall be
applicable to a Participant whose benefit under the Program has commenced prior
to the calendar year of the adjustment and who is no longer accruing benefits
under the Program; provided, however, that in no event shall the amount of
benefit paid to the Participant following such


<PAGE>

                                                                            4-36

adjustment exceed the amount payable to the Participant upon benefit
commencement, plus any cost-of-living adjustment provided under Section 4.10 of
the Program.

         (d) PRESERVATION OF ACCRUED BENEFIT. If any Participant's accrued
benefit under the Program at the close of the last calendar year beginning
before January 1, 1983, when expressed as an annual benefit, exceeds the
limitation in effect under Section 4.12(a)(1) for any subsequent year, then the
limitation of Section 4.12(a)(1) with respect to such Participant shall be equal
to the amount of such accrued benefit. In determining the amount of any
Participant's accrued benefit for the purposes of this paragraph, such accrued
benefit shall include optional benefit forms; and no change in the terms of the
Program after July 1, 1982, and no cost-of-living adjustment occurring after
July 1, 1982, shall be taken into account. The transitional rule described in
this paragraph shall not apply to any Participant if the Program was not in
existence on July 1, 1982.

         In addition, for those Employees who were Participants as of January 1,
1987, if any such Participant's current accrued benefit under the Program
exceeds the limitations described in Section 4.12(b)(2) or 4.12(g)(1), then for
purposes of ss.415(b) and (e) of the Internal Revenue Code, the Defined Benefit
Dollar Limit with respect to such Participant shall be equal to such current
accrued benefit. For purposes of this paragraph, the term "current accrued
benefit" shall mean a Participant's accrued benefit under the Program,
determined as if the Participant had separated from service as of December 31,
1986, when expressed as an annual benefit within the meaning of ss.415(b)(2) of
the Internal Revenue Code. In determining such benefit, any change in the terms
and conditions of the Program, and any cost of living adjustment made after May
5, 1986, shall be disregarded.

         Finally, the restrictions in this Section 4.12 shall be modified as
provided in ss.415(b)(2)(F) of the Internal Revenue Code with respect to
Participants employed by organizations exempt from tax under Subtitle A of the
Internal Revenue Code.

         (e) PARTICIPATION IN OTHER DEFINED BENEFIT PROGRAMS. The limitations in
this Section with respect to any Participant who at any time has participated in
any other defined benefit program maintained by the Employer shall apply as if
the total benefits payable under all such defined benefit programs were payable
from one program. For purposes of this paragraph and paragraph (h), the Employer
shall include (1) any corporation that is a member of a controlled group of
corporations (as defined in ss.414(b), as modified by ss.415(h), of the Internal
Revenue Code) that includes the Employer, (2) any trade or business (whether or
not



<PAGE>


                                                                            4-37

incorporated) that is under common control (as defined in ss.414(c), as modified
by ss.415(h), of the Internal Revenue Code) that includes the Employer, (3) any
organization (whether or not incorporated) that is a member of an affiliated
service group (as defined in ss.414(m) of the internal Revenue Code) that
includes the Employer, (4) to the extent required in regulations prescribed by
the Secretary of the Treasury under ss.414(n) of the Internal Revenue Code, with
respect to benefits attributable to the Employer under ss.414(n)(1)(B), the
leasing organization, and any other entity required to be aggregated with the
Employer pursuant to regulations under ss.414(o) of the Internal Revenue Code.

         (f) BENEFITS NOT IN EXCESS OF $10,000. The provisions of this Section
shall not apply to any Participant who has not at any time participated in any
defined contribution program maintained by the Employer if his total annual
benefit payable in accordance with this Section in any year is not in excess of
$10,000.

         (g)      LESS THAN 10 YEARS OF PARTICIPATION OR SERVICE.

                           (1) In applying the Defined Benefit Dollar Limit of
         Section 4.12(a), the maximum annual retirement benefit payable to any
         Participant who has completed less than 10 years of participation in
         the Program shall be the Defined Benefit Dollar Limit multiplied by a
         fraction, the numerator of which is the number of years of the
         Participant's participation and the denominator of which is 10. To the
         extent provided by the Secretary of the Treasury in regulations, this
         fraction shall be applied separately with respect to each change in the
         benefit structure of the Program. Notwithstanding the preceding
         sentence, this fraction shall not be applied with respect to changes in
         the benefit structure of the Program that are adopted on or after
         August 3, 1992.

                           (2) In applying the Section 4.12(a) percent of
         compensation limit or the limit in Section 4.12(f), the maximum annual
         retirement benefit payable to any Participant who has completed less
         than 10 Years of Employer Service shall be the amount determined under
         Section 4.12(a) or Section 4.12(f), as the case may be, multiplied by a
         fraction, the numerator of which is the number of the Participant's
         Years of Employer Service and the denominator of which is 10.

                           (3) In no event shall the preceding Sections
         4.12(g)(1) or (2) reduce the limitations provided under ss.415(b)(1)
         and (4) of the Internal Revenue Code to an amount less than one-tenth
         of the applicable limitation (as determined without regard to this
         Section 4.12(g)).


<PAGE>


                                                                            4-38

         (h)      LIMITATIONS FOR PARTICIPANTS IN A COMBINATION OF PROGRAMS.

         Effective for benefits paid on or after January 1, 2000, this
sub-section (h) shall not be applicable, except in cases where application of
this sub-section is necessary to avoid a duplication of benefits that otherwise
would result between benefits paid under this Program and under any
non-qualified supplemental retirement program of the Employer, such as may occur
if payment under such non-qualified program was made prior to January 1, 2000.

                  (1) BASIC LIMITATION. In the case of a Participant who also
         has participated in a defined contribution program maintained by the
         Employer, the sum of the defined benefit program fraction and the
         defined contribution program fraction for any Program Year shall not
         exceed 1.0. In the event the sum of such fractions would exceed 1.0,
         the annual benefit payable under this Program shall be adjusted, or if
         this box [ ] is checked, the annual additions under the defined
         contribution program shall be limited, in order that the sum of the
         defined benefit program fraction and the defined contribution program
         fraction for any Program Year shall not exceed 1.0.

                  (2)      DEFINITIONS. For purposes of applying the limitations
         of this Section 4.12(h), the following terms shall have the meanings
         indicated:

                           (i) The term "defined benefit program fraction" for a
                  Program Year shall mean the projected annual benefit of the
                  Participant under the Program (determined as of the close of
                  the year), divided by the lesser of

                                    (aa)     1.25, multiplied by the Defined
                           Benefit Dollar Limit in effect under Section
                           4.12(x)(1); or

                                    (bb) 1.4, multiplied by the amount which may
                           be taken into account under, Section 4.12(x)(2) with
                           respect to such Participant for such year.

                           (ii) The term "defined contribution program fraction"
                  shall mean a fraction, the numerator of which is the sum of
                  the annual additions to the Participant's account under all
                  qualified defined contribution programs of the Employer for
                  the current and all prior Program Years (including any amount
                  allocated after December 31, 1985, to a key employee's
                  post-retirement medical benefit account, as described in
                  ss.419A(d) of the Internal Revenue Code), plus the sum of the
                  annual additions attributable to the Participant's Employee


<PAGE>


                                                                            4-39

         contributions to any qualified defined benefit programs of the Employer
         for the current and all prior Program years, and the denominator of
         which is the sum of the lesser of the following amounts determined for
         the current and for each prior Program Year:

                                    (aa)     1.25, multiplied by the dollar
                                             limitation in effect under
                                             ss.415(c)(1)(A) of the Internal
                                             Revenue Code for such Program Year;
                                             or

                                    (bb)     1.4, multiplied by 25 percent of
                                             the Participant's compensation for
                                             such Program Year.

                  With respect to Program Years beginning before January 1,
                  1976, the aggregate amount taken into account in the numerator
                  of the fraction shall not exceed the aggregate amount taken
                  into account in the denominator.

                           (iii) The term "annual addition" shall mean the sum
                  for any Program Year of the following amounts:

                                    (aa)     Employer contributions;

                                    (bb)     Forfeitures; and

                                    (cc)     Nondeductible Participant
                                             contributions.

                  With respect to any Program Year beginning prior to January 1,
         1976, the amount of the Participant's contributions for such year shall
         be deemed to be an amount equal to the aggregate of the Participant's
         contributions to the program prior to January 1, 1976 (without regard
         to contributions made on or after October 2, 1973, which exceed the
         rate of Employee contributions prescribed under the terms of the
         program as of such date), in excess of 10 percent of his aggregate
         compensation for each Program Year of his participation prior to such
         date, multiplied by a fraction, the numerator of which is 1 and the
         denominator of which is the number of the Employee's years of
         participation in the program prior to January 1, 1976.

                  The annual additions for any Program Year beginning before
         January 1, 1987, shall not be recomputed to treat all nondeductible
         Participant contributions as annual additions.



<PAGE>


                                                                            4-40

                 If the applicable requirements of ss.415 of the Internal
         Revenue Code as in effect for all Program Years beginning before
         January 1, 1987, were satisfied, an amount shall be subtracted from the
         numerator of the defined contribution program fraction (not exceeding
         such numerator) as prescribed by the Secretary of the Treasury so that
         the sum of the defined benefit program fraction and the defined
         contribution program fraction as computed under this section does not
         exceed 1.0 for such Program Year.

                 (3) SPECIAL PROCEDURE FOR YEARS AFTER 1982. Unless this box [ ]
is checked, in applying the limitation of Section 4.12 (h)(1) with respect to
any year ending after December 31, 1982, the amount taken into account in the
denominator of tile defined contribution program fraction with respect to each
Participant for all years ending before January 1, 1983, shall be an amount
equal to the aggregate of the maximum additions which could have been made under
the program on the Participant's behalf for each Program Year ending before
January 1, 1983, multiplied by the transition fraction. For purposes of the
preceding sentence, the term "transition fraction" means a fraction,

                           (i)      The numerator of which is the lesser of -

                                    (aa)     $51,875, or

                                    (bb)     1.4, multiplied by 25 percent of
                                             the Participant's compensation for
                                             the Program Year ending in 1981;
                                             and

                           (ii)     the denominator of which is the lesser of -

                                    (aa)     $41,500, or

                                    (bb)     25 percent of the Participant's
                                             compensation for the year ending in
                                             1981.

                  The procedure described in this paragraph (3) shall apply only
         to defined contribution programs that were in existence on or before
         July 1, 1982.

         4.13     SUSPENSION OF BENEFITS. Payment of benefits under the Program
shall be suspended in accordance with the following provisions.

         (A)      CONTINUING EMPLOYMENT WITH THE EMPLOYER.

                  (1)      CONDITIONS FOR SUSPENSION. If a Participant attains
         his Normal Retirement Age and remains in the Employment of the
         Employer, the benefits otherwise payable to the Participant under the
         Program shall be suspended (and permanently



<PAGE>


                                                                            4-41

         withheld) as provided herein for any calendar month during which the
         Participant completes 84 or more Hours of Service.

                  (2) TERMINATION OF SUSPENSION. If benefit payments are
         suspended pursuant to this Section, benefit payments will start no
         later than (a) the first day of the third calendar month after the
         calendar month in which the conditions for suspension in paragraph
         (a)(1) are not satisfied; or, (b) if earlier than (a), for Participants
         who attain the age of 70 1/2 after December 31, 1987, if payment is
         required by Section 5.02, April 1 of the calendar year following the
         calendar year in which the Participant attains the age of 70 1/2, such
         payments to be made in accordance with the provisions of Section 5.02.
         The initial payment upon the start of benefits hereunder shall include
         any amounts withheld during the period beginning with the first month
         in which the conditions for suspension are not met and the month in
         which payments start, less any amounts which are subject to offset as
         described below.

                  (3) AMOUNT OF BENEFITS PAYABLE. In the case of a Participant
         who continues in the Employment of the Employer beyond his Normal
         Retirement Age and whose benefit then commences under paragraph (a)(1),
         upon the start of such payments, the amount of the Participant's
         benefit will be determined under Section 4.02 or Section 4.03 as
         applicable.

         (B) RECOVERY OF CERTAIN OVERPAYMENTS. Upon the start of benefit
payments hereunder, the amount of the Participant's benefit shall be reduced by
the amount of any payments previously made to the Participant for a calendar
month in which conditions for suspension were satisfied. The amount of the
offset or reduction which shall be made against any month's payment shall not
exceed 25 percent of the benefit payment which would have been due the
Participant but for the offset, except that in the case of the initial payment
due the Participant upon resumption of payments, the offset or reduction may be
applied without regard to the 25 percent limitation.

         (C) NOTICE. During the first calendar month in which the suspension of
a Participant's benefits is implemented under this Section, the Committee will
furnish to such Participant by personal delivery or first class mail a notice
that his benefits are being suspended. The notice to the Participant will also
contain such other information as is required by the regulations prescribed by
the Secretary of Labor under 29 C.F.R. Part 2530.203-3(b)(4).



<PAGE>


                                                                            4-42

         (D)      DEFINITIONS. For purposes of this Section, the term "Hour of
Service" shall be determined in accordance with Section 1.29, exclusive of
paragraph (3) of that Section.

         (E) TRANSITION RULE. In the case of a rehired Participant who on
December 31, 1998, was in the Employment of the Employer and whose benefits
under this Program had previously commenced but thereafter had been suspended
upon reemployment with the Employer in accordance with the provisions of this
Section prior to January 1, 1999, the suspension of such benefits shall
terminate effective as of January 1, 1999. Notwithstanding the foregoing, any
benefits earned by the Participant following reemployment with the Employer
shall be subject to the provisions of this Section as in effect on January 1,
1999.

         4.14     LEAVES OF ABSENCE. See Section 1.10 regarding unpaid Leaves of
Absence.

         4.15 SMALL BENEFITS. In the event that the lump sum present value of
any benefit payable to a Participant hereunder is less than or equal to $5,000,
then the present value of such benefit is to be paid to the Participant in a
single sum at the time the benefit would otherwise commence. Effective January
1, 1998, if the lump sum present value of any benefit payable to the Participant
determined as of the Annuity Starting Date specified herein is less than or
equal to $5,000, the present value of such benefit is to be paid to the
Participant as of the first day of the month coincident with or next following
the date of termination of Employment, which shall be the Annuity Starting Date
for purposes of this calculation. Payment shall be made as soon thereafter as is
reasonably practicable, but in no event later than 180 days after the Annuity
Starting Date. If a Participant who has received the lump sum present value of
his benefit is subsequently reemployed by the Employer, any benefit subsequently
accrued shall be offset, in accordance with Section 4.11, by the value of the
benefit previously paid. In the event that the present value of a Pre-Retirement
Death Benefit payable to a Participant's surviving Spouse under Section 4.06 is
less than or equal to $5,000, then the present value of such benefit is to be
paid to the surviving Spouse in a single sum as of the first day of the calendar
month next following the Participant's date of death. If any single sum payment
is made in accordance with this Section 4.15, no further benefit will be payable
to the Participant, his Beneficiary, or his surviving Spouse. For purposes of
this Section 4.15, the lump sum present value of a benefit shall be computed
according to the interest rate and mortality assumptions used to calculate the
Lump Sum payment under Section 5.03(b). In the event the Participant's
Employment by a Plan is terminated and he





<PAGE>


                                                                            4-43

         or his Beneficiary is not entitled to receive any benefit under this
         Program, the Participant or his Beneficiary, as the case may be, shall
         be deemed to have received a distribution of zero under the Program as
         of the first day of the month coincident with or next following the
         date of termination of Employment, and the Participant's benefit under
         the Program shall thereupon be forfeited. If the Participant is
         subsequently employed by a Plan, such forfeited benefit shall
         automatically be reinstated, and shall be subject to the Program's
         vesting requirements, provided, however, that the benefit shall not be
         reinstated if the Participant's subsequent Employment with the Plan
         would be permanently disregarded under Section 1.28 in determining the
         Employee's Years of Vesting Service with respect to such benefit.

                  4.16 GRANTING CREDIT TOWARD ACCRUED BENEFITS FOR A PERIOD OF
TOTAL AND PERMANENT DISABILITY. If this box is checked [ ] and a Participant is
Totally and Permanently Disabled while he is in the Employment of the Employer,
the Participant's Years of Plans and Association Service and Years of Vesting
Service shall include, for all Program purposes except for Section 4.05, the
period immediately following said termination of Employment during which the
Participant is continuously Totally and Permanently Disabled. The Participant's
Employment with the Employer shall be deemed not to have ceased until the
earlier to occur of (i) the first day of the month in which the Participant no
longer is Totally and Permanently Disabled, (ii) the date of the Participant's
death, or (iii) the first day of the first month for which the Participant no
longer receives long-term disability payments from a long-term disability
program of the Employer. Notwithstanding the foregoing, in no event shall credit
be given under this Subsection (a) during any period in which the Employer does
not maintain a long term disability program covering any active Participant,
except that a Participant who is already disabled and who continues to receive
long term disability payments shall continue to receive credit in accordance
with the preceding sentence.


<PAGE>
                                                                             5-1

                                    ARTICLE 5
                                FORMS OF BENEFITS

         5.01 JOINT AND SURVIVOR BENEFIT.

                  (a) The benefit to which a Participant is entitled normally
shall be payable in equal monthly installments in accordance with paragraph (1)
or (2) hereof, subject to the conditions set forth therein unless the
Participant elects, in the manner provided in Section 5.02, to have the benefit
paid in another form permitted under Section 5.04.

                           (1) The benefit payable to a Participant who has a
         Spouse on the date the Participant's benefit commences shall be payable
         for the lifetime of the Participant, with one-half of the amount
         payable to the Participant continued thereafter for the lifetime of his
         Spouse. Such joint and survivor form shall be (check one):

                                    [X] (i) The Actuarial Equivalent of the
                  benefit which would have been payable only for the lifetime of
                  the Participant.

                                    [ ] (ii) A form of benefit in which the
                  Participant receives 95% of the benefit which would have been
                  payable only for the lifetime of the Participant reduced by
                  .48 of 1 percentage point for each year by which the
                  Participant's age exceeds age 55 and further reduced by .48 of
                  1 percentage point for each year by which his Spouse's age is
                  less than the Participant's age or, when his Spouse's age
                  exceeds the Participant's age, increased by .48 of 1
                  percentage point for each year by which his Spouse's age
                  exceeds the Participant's age. In no event shall the amount of
                  the benefit payable to the Participant exceed the benefit that
                  otherwise would have been payable to him for his life only.

                                    [ ] (iii) A form of benefit in which the
                  Participant receives __% of the benefit which would have been
                  payable only for the lifetime of the Participant.

                                    In no event shall the joint and survivor
                  form designated above be less valuable than any other optional
                  form of benefit payable under the Program at the same time.

                           If this box is checked [X] the Program (and/or any
         predecessor program qualified under ss.401 of the Internal Revenue
         Code) specified the actuarial assumptions or conversion factors for
         determining the joint and survivor form of benefit, and an amendment(s)
         (including the adoption of this Program or a restated version of the
         Program) changed the actuarial assumptions or conversion factors for
         determining such

<PAGE>
                                                                             5-2


         Participant's benefit, therefore, any benefit payable to the
         Participant under such joint and survivor form shall be no less than
         the joint and survivor benefit otherwise payable, determined as of the
         day immediately prior to the effective date of the amendments) i.e.
         determined as of December 30, 1998) and computed on the basis of the
         actuarial assumptions or conversion factors in effect on such date(s).

                           (2) The benefit payable to any Participant who does
         not have a Spouse on the date the Participant's benefit commences shall
         be a benefit payable only for the lifetime of the Participant.

                  (b) Except as provided in Section 4.06, no benefit shall be
payable under the Program with respect to a Participant who retires or otherwise
terminates Employment, and then dies prior to the Annuity Starting Date.

                  5.02 DISTRIBUTION REQUIREMENTS AND ELECTION OF OPTIONAL
RETIREMENT BENEFITS.

                   (A)      REQUIRED DISTRIBUTIONS.

                           (1) GENERAL LIMITATIONS. Any distribution pursuant to
         a form of benefit provided under the Program shall be made in
         accordance with ss.401(a)(9) of the Internal Revenue Code and
         regulations prescribed by the Secretary of the Treasury under that
         section. Distributions made pursuant to any option elected by a
         Participant that provides for payments to a Beneficiary after the death
         of a Participant shall be made in accordance with regulations under
         ss.401(a)(9) of the Internal Revenue Code, including Treas. Reg. ss.
         1.401(a)(9)-2. Any distributions required by the terms of a "qualified
         domestic relations order" under Section 8.08 shall also be in
         accordance with ss.401(a)(9) of the Internal Revenue Code and the
         regulations issued thereunder.

                           (2) DISTRIBUTIONS PRIOR TO PARTICIPANT'S DEATH.
         Notwithstanding any provision of the Program to the contrary (other
         than Section 5.02(a)(4)), distribution of a Participant's benefits
         shall commence as of April 1 of the calendar year following the later
         of the calendar year in which the Participant attains the age of 70 1/2
         or the calendar year in which the Participant retires from the
         Employment of the Employer. In the case of a Participant who retires in
         a calendar year after the calendar year in which such Participant
         attains age 70 1/2, the Participant's accrued benefit shall be
         actuarially increased to take into account the period after age 70 1/2
         in which the Participant was not receiving any benefits under the
         Program. In the case of a Participant who is a 5-percent owner (as

<PAGE>
                                                                             5-3


         defined in Section 416 of the Internal Revenue Code) of the Employer (a
         "5-percent Owner") with respect to the Program Year ending in the
         calendar year in which the Participant attains age 70 1/2, distribution
         of such Participant's benefits shall commence as of April 1 of the
         calendar year following the calendar. year in which the Participant
         attains age 70 1/2, even if the Participant is still actively employed
         at that time. In the case of a Participant who is not a 5-percent Owner
         who attained age 70 1/2 at any time after December 31, 1994 and prior
         to January 1, 2001 and had made an irrevocable election to commence
         benefit payments while he is actively employed, payment hereunder shall
         commence as of April 1 of the calendar year following the calendar year
         in which the Participant attains the age of 70 1/2, unless otherwise
         permitted by law.

                           (3) DISTRIBUTION AFTER A PARTICIPANT'S DEATH.
         Notwithstanding any provision of the Program to the contrary (other
         than Section 5.02(a)(4)), any distribution following a Participant's
         death shall be subject to the following limitations. In the event a
         Participant dies after the distribution of his interest has commenced,
         the remaining portion of such interest (if any) shall be distributed at
         least as rapidly as under the method of distribution in effect prior to
         the Participant's death. In the event a Participant dies before the
         distribution of his interest has commenced, payments (if any) shall be
         made in accordance with Section 4.06.

                           (4) TRANSITION RULE. Subject to the provisions of
         Section 5.02(a)(1) and 5.02(b), a Participant's interest shall be
         distributed in accordance with any valid, unrevoked election that was
         made or deemed to be made pursuant to Section 242(b)(2) of the Tax
         Equity and Fiscal Responsibility Act of 1982, notwithstanding the other
         limitations in paragraphs (2) and (3) above.

                  (B) ELECTION OF OPTIONAL RETIREMENT BENEFITS. A Participant
who is entitled to receive a benefit payable under Section 4.02, 4.03, 4.04,
4.05 or 4.08 may elect to receive a benefit payable in accordance with the
options set forth in Section 5.04 in lieu of all other benefits that he is
entitled to receive from the Program. The election of any option (or the
revocation thereof in accordance with paragraph (3) below) shall not be subject
to the Committee's approval, but shall be made in writing on a form filed with
the Committee in such manner as the Committee may determine and shall be subject
to the limitations described in Section 5.02(a) and the following terms and
conditions:

<PAGE>
                                                                             5-4


                  (1) No more than 90 days and no less than 30 days prior to the
Participant's Annuity Starting Date, the Employer shall provide the Participant
with a written explanation of

                           (i) the terms and conditions of the joint and
         survivor benefit described in Section 5.01(a)(1), and a general
         description of the material features (including relative values and
         deferral rights, if any) of the optional forms of benefit under the
         Program;

                           (ii) the Participant's right to make, and the effect
         of making, an election to waive such joint and survivor benefit,
         including the Participant's right to have at least 30 days to consider
         such election;

                           (iii) the rights of the Participant's spouse with
         respect to such election; and

                           (iv) the right of the Participant to revoke, and the
         effect of revoking, a prior election to waive such joint and survivor
         benefit. Notwithstanding the foregoing, the 30-day advance notification
         requirement of this paragraph (1) may be waived in the event the
         Participant, following the provision of the written explanation
         described herein, properly elects a form of distribution with an
         earlier Annuity Starting Date, provided that the designated Annuity
         Starting Date is consistent with the distribution limitations
         prescribed in Section 4.01(b).

                  (2) A Participant may elect an optional form of benefit
payment at any time following the receipt of the above explanation and within 90
days of the Annuity Starting Date, but if the Participant has a Spouse, such
election shall be ineffective without the consent of such Spouse. The Spouse's
consent must acknowledge the effect of such election, the optional form of
benefit elected, and, if applicable, the specific nonspouse beneficiary
designated, and must be witnessed by an Employer representative or a notary
public. Notwithstanding the foregoing, a Participant's election shall be
effective without the consent of his Spouse if (i) the Participant elects Option
C and designates his Spouse as the contingent Beneficiary, inasmuch as the
benefits provided under Option C are qualified joint and survivor annuities
(within the meaning of ss.417(b) of the Internal Revenue Code) and are
actuarially equivalent to the benefit described in Section 5.01(a)(1) of the
Program, or (ii) it is established to the satisfaction of the Employer
representative that such consent cannot be obtained because there is no Spouse,

<PAGE>
                                                                             5-5


because the Spouse cannot be located, or because of any other circumstances
described in regulations issued under ss.401 and ss.417 of the Internal Revenue
Code. Any consent by a Spouse (or any establishment that such consent cannot be
obtained) shall be effective only with respect to such Spouse.

                  (3) A Participant, in his sole discretion, may revoke his
election to waive the joint and survivor form of benefit at any time prior to
his Annuity Starting Date, or, if later, the expiration of the seven-day period
(or such shorter period allowed under IRS rules) beginning the day after the
date the written explanation described in paragraph (1) is provided. If a
Participant divorces his Spouse prior to his Annuity Starting Date, any valid
elections made when the Participant was married shall remain valid unless the
Participant makes a new election or is remarried.

                  (4) The relevant provisions of Section 5.02(b) shall apply
after December 31, 1984, to any Participant who is credited with at least one
Hour of Service or one hour of paid leave with the Employer on or after August
23, 1984. The relevant provisions of the Program, as in effect prior to December
31, 1984, shall continue to apply with respect to all other Participants. In
addition, any Participant described in the following sentence may elect, at any
time prior to the date his benefits begin, to have his benefits paid in
accordance with the provisions of Section 5.02(b), as in effect on December 31,
1984. A Participant shall be eligible to make such election if he was credited
with at least one Hour of Service under the Program on or after September 2,
1974, he was not credited with any Hours of Service after December 31, 1975, and
he was still alive but not receiving benefits under the Program as of August 23,
1984. Every Participant eligible to make such election shall be notified of this
right at such time and in such manner as the Secretary of the Treasury may
prescribe. Such election shall be made no later than the date the Participant's
benefits begin (or the date of the Participant's death, if earlier). No death
benefits shall be payable with respect to such a Participant if he dies prior to
his Annuity Starting Date.

<PAGE>
                                                                             5-6


                  5.03 DETERMINATION OF OPTIONAL BENEFIT.

                  (A) FOR OPTIONS A, B, C OR D. Any benefit payable in
accordance with Options A, B, C or D provided in Section 5.04 shall be
determined as of the date benefits are to commence and in an amount determined
pursuant to one of the following (check one):

                  [X] (1) A benefit that is the Actuarial Equivalent of the
         benefit that otherwise would be payable to the Participant for his life
         only, or

                  [ ] (2) A benefit that shall be equal to:

                                    (i) Under Option A. Life Benefit: the
                  benefit payable to the Participant for life only.

                                    (ii) Under Option B. Life Benefit with 120
                  or 240 Payments Guaranteed: (aa) 98% of the amount of the
                  benefit that otherwise would be payable to the Participant for
                  his life reduced by.5 of I percentage point for each year
                  (5/120 of I percentage point for each calendar month) by which
                  the Participant's age exceeds age 55 when the first 120
                  monthly payments are guaranteed, or (bb) 90% of the amount of
                  the benefit that otherwise would be payable to the Participant
                  for his life only reduced by 1 percentage point for each year
                  (1/12 of 1 percentage point for each calendar month) by which
                  the Participant's age exceeds age 55 when the first 240
                  monthly payments are guaranteed, whichever is elected.

                                    (iii) Under Option C. Joint and Contingent
                  Benefit: the form of benefit elected by the Participant and
                  calculated as (aa) a benefit under which the Participant
                  receives 95% of the benefit which would have been payable only
                  for the lifetime of the Participant reduced by.48 of 1
                  percentage point for each year by which the Participant's age
                  exceeds age 55 and further reduced by.48 of 1 percentage point
                  for each year by which the Beneficiary's age is less than the
                  Participant's age or, when the Beneficiary's age exceeds the
                  Participant's age, increased by .48 of 1 percentage point for
                  each year by which the Beneficiary's age exceeds the
                  Participant's age with 50% of that amount continued thereafter
                  for the lifetime of his Beneficiary, or (bb) a benefit under
                  which the Participant receives 92.6% of the benefit which
                  would have been payable only for the lifetime of the
                  Participant reduced by .48 of 1 percentage point for each year
                  by which the Participant's age exceeds age 55 and further
                  reduced by .48 of 1 percentage point

<PAGE>
                                                                             5-7


                  for each year by which the Beneficiary's age is less than the
                  Participant's age or, when the Beneficiary's age exceeds the
                  Participant's age, increased by.48 of 1 percentage point for
                  each year by which the Beneficiary's age exceeds the
                  Participant's age with 66-2/3% of that amount continued
                  thereafter for the lifetime of his Beneficiary; or (cc) a
                  benefit under which the Participant receives 87.8% of the
                  benefit which would have been payable only for the lifetime of
                  the Participant reduced by .48 of 1 percentage point for each
                  year by which the Participant's age exceeds age 55 and further
                  reduced by.48 of 1 percentage point for each year by which the
                  Beneficiary's age is less than the Participant's age or, when
                  the Beneficiary's age exceeds the Participant's age, increased
                  by.48 of 1 percentage point for each year by which the
                  Beneficiary's age exceeds the Participant's age with 100% of
                  that amount continued thereafter for the lifetime of his
                  Beneficiary. In no event, however, shall the amount of the
                  benefit payable to the Participant exceed the benefit that
                  otherwise would have been payable to him for his life only.

                                    (iv) Under Option D, Social Security
                  Adjustment. The amount of the benefit that otherwise would be
                  payable to the Participant for his life only where the amount
                  of the increase in monthly benefit payable to the Participant
                  until the earliest age of eligibility for Social Security
                  Benefits is equal to the estimated Primary Social Security
                  Benefit at that age reduced as follows:

                                            (aa) for a Participant whose
                           benefit commences on or after five years prior to the
                           earliest age of eligibility for Social Security
                           Benefits, the benefit will be reduced by 2/3 of 1%
                           for each calendar month (which is, 8% per year) by
                           which commencement of the benefit precedes the
                           earliest age of eligibility for Social Security
                           Benefits, or

                                             (bb) for a Participant whose
                           benefit commences on or after age 55 but prior to
                           five years preceding the earliest age of eligibility
                           for Social Security Benefits, the benefit will be
                           reduced by the sum of the amount calculated in (aa)
                           above and 1/3 of 1% for each calendar month (which is
                           4% per year) by which commencement of the benefit
                           precedes five years prior to the earliest age of
                           eligibility for Social Security Benefits.

                  Notwithstanding the foregoing, if the Employer has elected
Section 5.01(a)(1)(iii), the amounts payable under Option C shall be the greater
of the amounts determined in a manner

<PAGE>
                                                                             5-8


consistent with Section 5.01(a)(1)(iii) or the amounts determined under Section
5.01(a)(1)(i) or (ii), whichever is elected.

                  To the extent required by law, in no event shall the amount
payable under Option D be less than the actuarially equivalent of the benefit
that otherwise be payable to the Participant for his life only, using for these
purposes the Applicable Mortality Table and the Applicable Interest Rate, as
defined in Section 5.03(b)(1).

                  (B) FOR OPTION E, LUMP SUM.

                           (1) IN GENERAL. Any benefit payable in accordance
         with Option E provided in Section 5.04 shall be determined as of the
         date benefits are to commence as the equivalent value of the benefit
         that otherwise would be payable to the Participant for his life only.
         The amount of the benefit shall be based on the Applicable Mortality
         Table and the Applicable Interest Rate for the date as of which the
         benefits are to commence, but shall be subject to the minimum benefit
         provisions specified in paragraphs (2), (3), (4) or (5) below, to the
         extent they apply.

                           For these purposes, "Applicable Mortality Table"
         shall mean the mortality table that is prescribed by the IRS based on
         the prevailing commissioners' standard table (described in ss.
         807(d)(5)(A) of the Internal Revenue Code) used to determine reserves
         for group annuity contracts issued on the date as of which present
         value is being determined (without regard to any other subparagraph of
         ss. 807(d)(5)). "Applicable Interest Rate" shall mean, for any calendar
         quarter, the annual interest rate on 30-year Treasury securities as
         specified by the IRS for the fifth full calendar month preceding the
         first day of such calendar quarter.

                           (2) SIX MONTH TRANSITION FOR ALL PARTICIPANTS. In the
         case of a Participant whose benefit-commencement date is on or after
         July 1, 1996, but before January 1, 1997, in no event shall the amount
         of this Option E, Lump Sum be less than the amount determined as of the
         date benefits are to commence, but applying for these purposes the
         provisions of Section 5.03(b) which were in effect as of June 30, 1996.

                           (3) TRANSITION RULE FOR ACTIVE PARTICIPANTS. In the
         case of a Participant (i) who was an active Participant as of June 30,
         1996, (ii) who, as of that date, had a vested right to benefits under
         this Program, and (iii) who retires on or before December 1, 1998, so
         that the Participant's benefit commencement date is prior to January 1,
         1999, in no event shall the amount of this Option E, Lump Sum be less
         than the amount

<PAGE>
                                                                             5-9


         determined as of the date benefits are to commence, but using for these
         purposes the Participant's vested accrued benefit as of June 30, 1996,
         and the provisions of Section 5.03(b) which were in effect as of June
         30, 1996.

                           (4) REGULATORY TRANSITION AMOUNT. To the extent
         required by law, with respect to distributions which are determined as
         of a date that falls within the one-year period beginning July 1, 1996,
         and ending June 30, 1997, in no event shall the amount of this Option
         E, Lump Sum be less than the amount determined under Section 5.03(b)(1)
         as of the date benefits are to commence, but using for these purposes
         as the "Applicable Interest Rate," the interest rate specified in
         Section 5.03(b)(1), or the annual interest rate on 30-year Treasury
         securities as specified by the IRS for January of the Program Year that
         contains the determination date, whichever interest rate produces the
         larger benefit.

                           (5) MINIMUM BASED ON NORMAL RETIREMENT BENEFIT. In no
         event shall the amount of this Option E, Lump Sum be less than the
         present value (determined as of the date benefits are to commence on
         the basis of the Applicable Mortality Table and the Applicable Interest
         Rate) of the Participant's Normal Retirement Benefit determined under
         Section 4.02(b).

                  (C) CHANGE IN ACTUARIAL ASSUMPTIONS OR CONVERSION FACTORS. If
this box is checked [X] the Program (and/or predecessor program qualified under
ss.401 of the Internal Revenue Code) specified the actuarial assumptions or
conversion factors for determining an optional form of benefit described in
Section 5.04, and an amendment(s) (including the adoption of this Program or a
restated version of the Program) changed the actuarial assumptions or conversion
factors for determining such optional form of benefit; therefore, any benefit
payable to the Participant in such optional form shall be no less than the
benefit otherwise payable in such optional form, determined as of the day
immediately prior to the effective date of the amendment(s) (i.e., determined as
of December 30, 1998) and computed on the basis of the actuarial assumptions or
conversion factors in effect on such date(s).

                  5.04 DESCRIPTION OF OPTIONS.

                  OPTION A. LIFE BENEFIT. This form of benefit is payable
monthly to the Participant for He.

                  OPTION B. LIFE BENEFIT WITH 120 OR 240 PAYMENTS GUARANTEED.
This form of benefit is payable monthly to the Participant for life with the
first 120 or 240 monthly payments guaranteed, as elected by the Participant. Any
guaranteed payments due after the death of the

<PAGE>
                                                                            5-10


Participant shall be payable to his Beneficiary, if any, who survives the
Participant, or if there is no surviving Beneficiary, the commuted value of any
remaining guaranteed payments shall be payable to the estate of said
Participant. Such commuted value shall be determined by the Committee on the
basis of an interest rate described in Section 5.03(b)(2).

                  OPTION C. JOINT AND CONTINGENT BENEFIT. This optional benefit
is payable monthly to the Participant for life and a percentage (50%, 66-2/3% or
100%) of such amount, as elected by the Participant, shall continue after his
death to his surviving Beneficiary for life.

                  OPTION D. SOCIAL SECURITY ADJUSTMENT. This optional benefit
may be elected only upon commencement of benefits under Section 4.04(b), 4.05(b)
or 4.08(b), if such commencement is prior to the earliest age of eligibility for
Social Security Benefits. It provides an increased retirement benefit payable
monthly to the Participant during his lifetime until the earliest age for Social
Security Benefits, and then a reduced retirement benefit payable each month
thereafter for life, in order to provide an approximately level retirement
income when such reduced benefit is added to his Primary Social Security
Benefit. This option shall be determined according to an estimated amount of
Primary Social Security Benefit payable at the earliest age of eligibility for
Social Security Benefits in accordance with the Social Security law as it exists
on the date his retirement benefit is to commence.

                  OPTION E. LUMP SUM. This optional benefit is payment of the
present value of the Participant's benefit in a single lump sure in full
discharge of the benefit payable to the Participant.

                  5.05 CANCELLATION OF ELECTION OR BENEFICIARY CHANGE. The
Participant may revoke an election made under Section 5.02(b) in accordance with
the provisions of Section 5.02(b)(3). The election by a Participant of any
option permitted under Section 5.04 shall be null and void if his designated
Beneficiary dies before benefits are to commence, and in that event the
Participant may elect another optional form of benefit pursuant to this Article
5.

                  A Participant who has elected Option B, Life Benefit with 120
or 240 Payments Guaranteed, may change the Beneficiary, at any time before or
after benefits are payable, in writing on a form filed with the Committee in
such manner as the Committee may determine. A Participant whose benefits have
commenced under any other form of benefit may not change the beneficiary, unless
paragraph one of this Section applies.

                  In all other respects, the elections made by a Participant as
to form of benefit and Beneficiary shall be irrevocable.
<PAGE>
                                                                            5-11


                  5.06 DIRECT ROLLOVER RULES.

                  (a) This Section 5.06 applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Program to the
contrary that would otherwise limit a distributee's election under this Section
5.06, a distributee may elect, at the time, in the manner, and subject to the
restrictions, all as prescribed by the Committee, to have any portion of an
eligible rollover distribution otherwise due the distributee paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.
Payment to an eligible retirement plan shall be made in accordance with the
rules prescribed by the Committee.

                  (B) DEFINITIONS. For purposes of this Section 5.06, the
following definitions apply:

                           (1) 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 years or more;
         any distribution to the extent such distribution is required under ss.
         401(a)(9) of the Internal Revenue Code; and the portion of any
         distribution that is not includible in gross income.

                           (2) An eligible retirement plan is an individual
         retirement account described in ss. 408(a) of the Internal Revenue
         Code, an individual retirement annuity described in ss. 408(b) of the
         Internal Revenue Code, an annuity plan described in ss. 403(a) of the
         Internal Revenue Code, or a qualified trust described in ss. 401(a) of
         the Internal Revenue 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.

                           (3) 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 ss. 414(p) of the Internal Revenue Code, are distributees
         with regard to the interest of the spouse or former spouse.

<PAGE>
                                                                            5-12


                           (4) A direct rollover is a payment by the Program to
         the eligible retirement plan specified by the distributee.

         Section 5.07 Liquidity Shortfall. In no event shall the Program make a
payment prohibited by section 206(e) of ERISA during any period in which the
Program has a liquidity shortfall."

<PAGE>
                                                                             6-1


                                    ARTICLE 6
                            ADMINISTRATION OF PROGRAM


                  6.01 ADMINISTRATION. The Committee is the named fiduciary and
the administrator of the Program and shall have the sole power, duty and
responsibility of directing the administration of the Program, except to the
extent that such duty and responsibility is specifically delegated herein to the
Employer. The Committee shall have the sole and absolute right and power to
construe and interpret the provisions of the Program and administer it for the
best interest of the Participants and Beneficiaries, including, but not limited
to, the following powers and duties:

                  (a) to construe any ambiguity and interpret any provision of
the Program or supply any omission or reconcile any inconsistencies in such
manner as it deems proper, decide all questions of eligibility and determine the
amount, manner, and time of payment of any benefits hereunder. All decisions of
the Committee shall be uniformly and consistently applied to all Participants
and Beneficiaries in similar circumstances;

                  (b) to make a determination as to the right of any person to a
benefit and to prescribe a procedure for claims review;

                  (c) to establish uniform rules and procedures to be followed
by Participants and Beneficiaries in filing applications for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Program;

                  (d) to receive and review the annual actuarial valuation
report on the Program;

                  (e) to receive and review reports of the financial condition
and of the receipts and disbursements of the Fund from the Trustee;

                  (f) to adopt such rules and actuarial tables as it deems
necessary or desirable;

                  (g) to maintain and preserve a record for each Participant
which shows all items of information required for the administration of the
Program;

                  (h) to establish written procedures (consistent with the
regulations prescribed under ss.ss.401(a)(13) and 414(p) of the Internal Revenue
Code and ss.206(d) of the Employee Retirement Income Security Act of 1974) to
determine the qualified status of domestic relations orders and to administer
distributions under qualified domestic relations orders; and

                  (i) to delegate some or all of its duties, responsibilities
and authorities to one or more specified parties.

<PAGE>
                                                                             6-2


                  All directions by the Committee shall be conclusive on all
parties concerned, including the Trustee, and all decisions of the Committee as
to the facts of any case and the meaning, intent, or proper construction of any
provision of the Program, or as to any rule or regulation in its application to
any case shall be final and conclusive, except as otherwise provided by law.

                  6.02 RECORDS. All acts and determinations of the Committee
shall be duly recorded and all such records, together with such other documents
as may be necessary for the administration of the Program, shall be preserved in
the custody of the Committee. Copies of the Program, forms and procedures shall
be made available at all reasonable times for examination by the Participants.

                  6.03 LIABILITY OF THE COMMITTEE. The Employer shall indemnify
and save the members of the Committee, and each of them, harmless from the
effects and consequences of their acts, omissions and conduct in their official
capacity with respect to this Program, except to the extent that such effects
and consequences shall result from their own willful misconduct or gross
negligence.

                  When making a determination or calculation, the Committee
shall be entitled to rely conclusively upon, and shall be fully protected by the
Employer in any action it may take or suffer in reliance upon, information
furnished by the Employer.

                  The Employer and the Committee shall be entitled to rely upon
all certificates and reports furnished by any consultant and actuary and upon
all opinions given by legal counsel selected by the Employer or Committee.

                  6.04 PROCEDURE FOR FUNDING POLICY. The Committee from time to
time shall establish a funding policy and method for the Program which is
consistent with the objectives of the Program. The funding policy and method, as
established and amended from time to time, shall be stated to the Trustee in
order that the Trustee and each investment manager may coordinate the investment
policies of the Trust Fund with such funding policy and method.

                  6.05 LEGAL INCOMPETENCE. If any Participant or Beneficiary is
a minor, or is in the judgment of the Committee otherwise legally incapable of
personally receiving and giving a valid receipt for any payment due him
hereunder, the Committee may, unless and until a claim shall have been made by a
guardian or conservator of such person duly appointed by a court of competent
jurisdiction, direct the Trustee that payment be made to such person's Spouse,
child, parent, brother or sister, or other person deemed by the Committee to be
a proper person to

<PAGE>
                                                                             6-3


receive such payment. Any payment so made shall be a complete discharge of any
liability under the Program for such payment.

                  6.06 CORRECTION OF ERRORS. If any change in records or error
results in any Participant or Beneficiary receiving from the Program more or
less than he would have been entitled to receive had the records been correct or
had the error not been made, the Committee, upon discovery of such error, shall
correct the error by adjustment, as far as practicable, of the payments in such
manner that the benefits to which such person was correctly entitled shall be
paid.

                  6.07 PAYMENT OF FEES AND EXPENSES. Reasonable fees and
expenses incurred in connection with the administration and operation of the
Program may be charged directly to the Trust, including, but not limited to
investment manager fees, Trustee charges, actuarial/computer expenses, auditor
fees, PBGC premiums, legal fees, bonding expenses, and expenses attributable to
the retirement staff of the National Employee Benefits Administration of the
Blue Cross and Blue Shield Association; provided, however, that such fees and
expenses may be charged directly to the Trust only to the extent permitted by
law; and provided further that in the event the Program is sponsored by the Blue
Cross and Blue Shield Association, the expenses attributable to the retirement
staff of the National Employee Benefits Administration of the Blue Cross and
Blue Shield Association shall not be charged to the Program. For these purposes,
the allocation of fees and expenses to a particular Program's Trust shall be
made in a manner consistent with the allocation method set forth in Section 2 of
the agreement between the Employer and the Blue Cross and Blue Shield
Association (referred to as Exhibit B). Fees and expenses incurred in connection
with the Program that are not charged directly to the Trust hereunder will be
charged to the Employer in accordance with Section 2 of Exhibit B.

<PAGE>
                                                                             7-1


                                    ARTICLE 7
                      AMENDMENT AND TERMINATION OF PROGRAM

                  7.01 AMENDMENT OF PROGRAM. The right to modify, alter or amend
the program in whole or in part is specified in the agreement between the
Employer and the Blue Shield Association pursuant to which this Program is
established referred to as Exhibit B); provided, however, that no amendment
shall cause or permit any part of the Fund to be used for, or diverted to,
purposes other than for the exclusive benefit of the Participants and Retired
Participants, or their Beneficiaries or estates; that no amendment shall have
the effect of revesting in the Employer any portion of such assets, except as
provided in Section 7.04 and as provided by the Internal Revenue Code of 1986,
ERISA, or other law; and that no amendment, unless it is necessary to meet the
requirements of any present, new or modified State or Federal law or regulation,
shall operate to deprive any Participant or Beneficiary of any benefits which
have vested in him prior to such amendment.

                  7.02 TERMINATION OF PROGRAM

                  (A) TERMINATION BY THE EMPLOYER. The Employer expects the
Program to be continued indefinitely, but the Employer reserves the right at any
time to terminate, partially terminate or withdraw from the program or transfer
assets to an annuity carrier of its own selection (any of the aforementioned
referred to in this Section 7.02 as a "Termination"). Such termination,
withdrawal or transfer of assets shall be as of the last day of any calendar
year after forwarding the required notice of termination as provided in Section
7.02(c) The employer also reserves the right to suspend contributions from time
to time and such suspension of contributions shall not be deemed to be a
Termination of the Program except as provided in the agreement between the
Employer and the Blue Cross and Blue Shield Association pursuant to which this
Program is established.


                  (B) LIMITATION ON DUTIES OF THE COMMITTEE. The decision to
have a Termination ("Terminate this Program") being within the full discretion
of the Employer under subsection (a), above, upon the Committee's receipt of an
Employer's written notice of it intent to Terminate the Program given in
accordance with subsection (c), below, the power and duty of the Committee in
connection with such Termination the Program, except as specifically provided in
this Section 7.02. The Employer shall indemnify and hold harmless the Committee
and the Blue Cross and

<PAGE>
                                                                             7-2


Blue Shield Association and the employees, officers, members and agents of each
(each of the aforementioned hereinafter referred to as an "Indemnified Party")
from and against any and all past, present or future losses, claims, damages,
expenses, court costs or liabilities ("Claims") incurred by any Indemnified
Party that may arise out of or result from the Employer's decision to Terminate
the Program, including but not limited to reasonable attorneys' fees and related
expenses (including the reasonable fees and related expenses of independent
counsel of any Indemnified Party) retained or employed in order to defend or
respond to any such Claim. Each Indemnified Party shall have the right to
participate in any proceeding, suit, hearing, action or investigation (a
"Proceeding") brought in connection to any such Claim and assume the defense of
any Proceeding to the extent determined by the Indemnified Party. Each
Indemnified Party shall have the right to select and employ independent counsel
in any Proceeding.

                  (C) NOTICE OF TERMINATION. In the event that an Employer
desires to Terminate the Program, the Employer shall deliver a written notice of
intent to Terminate the Program to the Committee no later than

                           (1) ninety days prior to the proposed date of the
                  Termination, in the case of a settlement of liabilities
                  through the purchase of annuities or transfer of assets to
                  another program, or

                           (2) one hundred twenty days prior to the proposed
                  date of the Termination, in the case of a termination or
                  partial termination of the Program, except that (i) if the
                  Committee determines that a partial termination of the Program
                  has occurred under applicable law, notification under this
                  Section 7.02(c) shall be waived, or (ii) if the Employer
                  determines that a partial termination has occurred or will
                  occur under applicable law, the Employer shall deliver written
                  notice thereof to the Committee immediately upon making such
                  determination.

                  (D) SECRETARY AND ASSISTANT SECRETARY OF THE COMMITTEE. The
Committee hereby delegates to the Secretary and the Assistant Secretary
appointed by the Committee the full power and duty, exercisable either by such
Secretary or such Assistant Secretary acting alone, to take such actions and
make such determinations, whether ministerial or discretionary, as are specified
to be undertaken by either such person in this Section 7.02.

                  (E) SEGREGATION OF FUND ASSETS. Upon the Committee's receipt
of an Employer's written notice of its intent to Terminate the Program given in
accordance with this Section 7.02, the Secretary or the Assistant Secretary of
the Committee shall take all steps deemed necessary




<PAGE>


                                                                             7-3


by either such person to segregate the Fund assets which are attributable to the
Employer's Program from the remainder of the Master Retirement Fund, after
either such person has determined the amount so attributable and after the
determinations provided for in subsection (f), below, have been made. The
segregation of such assets shall be made effective as of the last day of the
month which immediately precedes the date of the Termination, except as provided
below. If such day precedes the date of the Termination by less than thirty
days, the segregation of such assets shall be made effective as of the last day
of the immediately prior month. Notwithstanding the foregoing, the segregation
of such assets shall be made effective on such other date as is mutually agreed
upon by the Employer and either the Secretary or the Assistant Secretary of the
Committee.

                  (F) DETERMINATION OF ASSETS UPON A TERMINATION. After the
Committee's receipt of an Employer's written notice of intent to Terminate the
Program given in accordance with this Section 7.02, the Secretary or the
Assistant Secretary of the Committee, in his or her sole discretion, after
consultation with the Employer and the Employer's successor investment advisor,
if any, shall determine which particular assets and the proportions thereof
which shall comprise the Fund assets attributable to the Employer's Program and
which shall be segregated (under subsection (e), above) and transferred (or
liquidated, with the cash proceeds thereof delivered) as of the date of the
Termination to the successor trustee (or annuity carrier) designated by the
Employer as transferee of such assets (or cash). Upon making such determination,
the Secretary or the Assistant Secretary, as the case may be, shall notify the
Employer of such determination. In the event that the Employer is dissatisfied
by such determination of the assets to be so transferred, the Employer may
appeal to the Committee in order to request an alternative selection of assets
to be transferred. In the event that the Employer so appeals the Secretary's or
Assistant Secretary's selection of assets to be transferred, the Committee's
decision regarding the assets to be transferred, after due consideration of the
Employer's request, shall be final, conclusive and binding.

                  (G) TERMINATION EXPENSES. An Employer which has given the
Committee its written notice of intent to Terminate the Program in accordance
with this Section 7.02 shall pay all expenses incurred by the Blue Cross and
Blue Shield Association and its agents or employees in connection with such
Employer's Termination of the Program ("Termination Expenses"), and all such
expenses shall be charged directly to such Employer. The term "Termination
Expenses" shall include any such expenses incurred prior to or as a part of the
Termination, as well as any

<PAGE>
                                                                             7-4


such expenses incurred subsequent to the Termination, such as but not limited to
audit expenses or expenses incurred in filing forms with the Internal Revenue
Service or the PBGC. Notwithstanding the foregoing, any such Termination
Expenses which are expenses that are properly chargeable to the Trust shall be
charged to the Fund assets attributable to the Employer's Program (rather than
charged to the Employer), after segregation of such assets under subsection (e),
above.

                  7.03 RIGHTS NON-FORFEITABLE. The forfeitable rights to accrued
benefits (determined as of the date of termination of the Program) of
Participants affected by a partial or complete termination of the Program
pursuant to Section 7.02 shall be non-forfeitable and shall be determined in
accordance with this Article 7. Distributions of assets to all Participants and
Beneficiaries shall be made in accordance with this Article 7. If annuities are
distributed, they shall be non-transferable.

                  7.04 DISTRIBUTION ON TERMINATION. Upon partial or complete
termination pursuant to Section 7.02 of the Program, the assets of the Program
shall be allocated in the following order:

                  First, each Participant in receipt of a benefit shall be
entitled to a share equal to his contributions to the Program which were not
mandatory, if any, and each Participant, Spouse or Beneficiary in receipt of a
pension shall be entitled to a share equal to any excess of said contributions
at the time of retirement or prior death over the sum of benefits received; and

                  Second, each Participant not yet retired shall be entitled to
a share equal to his mandatory contributions, if any, to the Program, and each
Participant, Spouse or Beneficiary in receipt of a pension shall be entitled to
a share equal to any excess of said contributions at the time of retirement or
prior death over the sum of benefits received; and

                  Third, each Participant, Spouse or Beneficiary in receipt of a
benefit on the date three years prior to the date of termination, each
Participant who would have been in receipt of a benefit on the date three years
prior to such date of termination, if he had retired prior to that date, and
each Spouse or Beneficiary of a deceased Participant who was in receipt of a
benefit on the date three years prior to the date of termination or would have
been in receipt of a benefit had he retired prior to such date, shall be
entitled to a share equal to the reserve computed to be required for his benefit
accrued under the Program as in effect at the time during the five-year period
ending on such date of termination when the said benefit was or would have been
the lowest, reduced by his share under subparagraphs First and Second above; and

<PAGE>
                                                                             7-5


                  Fourth, each Participant, Spouse or Beneficiary in receipt of
a benefit and each participant who is eligible to retire on the date of such
termination shall be entitled to a share equal to the reserve computed to be
required for his priority benefit credits, as hereinafter defined, reduced by
his shares under subparagraphs First, Second and Third above; and

                  Fifth, each Participant or former Employee not eligible to
retire who had met the eligibility requirements for, or is entitled to receive a
deferred vested pension shall be entitled to a share equal to the reserve
computed to be required to his priority benefit credits, as hereinafter defined,
reduced by his share under subparagraphs First and Second above; and

                  Sixth, each Participant, Spouse or Beneficiary in receipt of a
benefit and each Participant who is eligible to retire on the date of such
termination shall be entitled to a share equal to the reserve computed to be
required for his benefit credits, reduced by his shares under subparagraphs
First, Second, Third and Fourth above; and

                  Seventh, each Participant or former Employee not eligible to
retire who has met the eligibility requirements for, or is entitled to receive,
a deferred vested pension shall be entitled to a share equal to the reserve
computed to be required for such deferred vested pension, reduced by his shares
under subparagraphs First, Second and Fifth above; and

                  Eighth, each other Participant not included in the above
paragraphs on the date of such termination shall be entitled to a share equal to
the reserve computed to be required for his benefit credits, reduced by his
share, if any, under subparagraph First and Second above; provided that:

                           If the funds are insufficient to provide in full for
         the shares under subparagraph First, each share thereunder shall be
         reduced prorata; if the funds are insufficient to provide in full for
         the shares under subparagraph Second, each share thereunder shall be
         reduced prorata; and if the funds are insufficient to provide in full
         for the shares under subparagraph Third, Fourth or Fifth after
         provision for all shares under previous subparagraphs, each share under
         such subparagraph Third, Fourth or Fifth shall be reduced prorata.

                           If the funds are insufficient to provide in full for
         the shares under subparagraph Sixth, Seventh or Eighth after provisions
         for all shares under previous subparagraphs, the funds available for
         allocation under such subparagraph Sixth, Seventh or Eighth shall be
         allocated first to provide the shares under such subparagraph without
         regard to any benefits resulting from any amendments to the Program
         which became

<PAGE>
                                                                             7-6


         effective within the 60 months preceding the date of such termination
         and if the funds are insufficient to provide such shares in full each
         such share shall be reduced prorata. If the funds are sufficient to
         provide such shares in full, any remaining assets shall be allocated to
         provide the shares under such subparagraphs based on the benefits
         resulting from such amendments until the first such amendment as to
         which the funds are insufficient, and the share with respect to such
         amendment shall be reduced prorata.

                  Any assets remaining after provision in full for shares First
through Eighth inclusive shall be returned to the Employer.

                  "Priority benefit" for purposes of subparagraphs Fourth and
Fifth shall mean (a) the amount of a Participant's benefits accrued under the
Program which have not resulted from an amendment which was made, or became
effective, whichever is later, within the 60-month period ending on the said
date of termination, plus (b) 20% of the amount of his accrued benefits
resulting from each amendment made within the 60-month period prior to the date
of such termination, multiplied by the number of full years that such amendment
has been in effect, or a pension of $20 per month multiplied by such number of
full years, if greater, but not in excess of (c) the total accrued benefit under
the Program as of the said date of termination, or (d) the benefit which is the
actuarial equivalent of a monthly benefit payable to the Participant for life
commencing at age 65 equal to the lesser of (i) his average monthly compensation
during the five consecutive years of his employment with the Employer affording
the highest such average, or (ii) $750 multiplied by a fraction, the numerator
of which is the Social Security taxable wage base in effect on the date of such
termination and the denominator of which is $13,200.

                  7.05 LIQUIDATION OF ASSETS. The Committee will then arrange
for the liquidation of the Fund assets and secure from the Trustee a statement
of the liquidated value of such assets, and will disclose to the Internal
Revenue Service the method of distribution of such assets of the Program in
accordance with Section 7.06.


                  7.06 PURCHASE OF BENEFITS. The Employer will then arrange for
the application of the assets to the purchase of benefits. Subject to the
provisions of Article 7, distribution of assets upon termination of the Program
shall be made in the form of a single sum cash payment if the present value of
the benefit is $5,000 or less, and otherwise in the form of an annuity. Such
present value shall be calculated on the basis of the Applicable Mortality Table
and the Applicable Interest Rate, as defined in Section 5.03(b)(1). Any annuity
contract issued in

<PAGE>
                                                                             7-7


accordance with this Section 7.06 shall comply with the requirements of
ss.ss.401(x)(11), 411(d)(6), and 417 of the Internal Revenue Code.

                  7.07 RESTRICTION OF BENEFITS. Notwithstanding any other
provision of the Program to the contrary, benefits payable under the Program
shall be subject to the restrictions of Treas. Reg. ss. 1.401(x)(4)-5(b)(2) and
(3), as provided herein. In no event shall this Section be interpreted to impose
requirements which are more restrictive than those imposed by such regulations.

                  (A) RESTRICTIONS ON TERMINATION OF THE PROGRAM. In the event
that the Program is terminated, the benefit of any highly compensated employee
and any former highly compensated employee shall be limited to a benefit that is
nondiscriminatory under ss. 401(x)(4) of the Internal Revenue Code.

                  (B) PRE-TERMINATION RESTRICTIONS.

                           (1) In any year, the payment of benefits to or on
         behalf of a restricted employee shall not exceed an amount equal to the
         payments that would be made to or on behalf of the restricted employee
         in that year under --

                                    (i) a straight life annuity that is the
                  actuarial equivalent of the accrued benefit and other benefits
                  to which the restricted employee is entitled under the Program
                  (other than a social security supplement); and

                                    (ii) a social security supplement, if any,
                  that the restricted employee is entitled to receive.

                           (2) A restricted employee is a highly compensated
         employee or a former highly compensated employee but only if such
         employee is one of the 25 nonexcludable employees and former employees
         with the largest amount of compensation in the current or any prior
         year.

                           (3) No restrictions on distributions shall apply if
         any one of the following conditions is satisfied:

                                    (i) After taking into account payment to or
                  on behalf of the restricted employee of all benefits payable
                  to or on behalf of such restricted employee under this
                  Program, the value of Program assets equals or exceeds 110
                  percent of the value of current liabilities of this Program,
                  as defined in ss. 412(1)(7) of the Internal Revenue Code,

<PAGE>
                                                                             7-8


                                    (ii) The value of the benefits payable to or
                  on behalf of the restricted employee under this Program is
                  less than 1 percent of the value of current liabilities of
                  this Program, as defined in ss. 412(1)(7) of the Internal
                  Revenue Code, before distribution, or

                                    (iii) The value of the benefits payable to
                  or on behalf of the restricted employee under this Program
                  does not exceed $5,000.

                           (4) In the event the pre-termination restrictions of
         this Section 7.07(b) apply to a distribution, the Committee may
         nevertheless permit payment in excess of the limitation in paragraph
         (1) provided that an agreement has been established with the restricted
         employee to secure repayment to the Program of any amount necessary for
         the distribution of assets upon Program termination to satisfy ss.
         401(a)(4) of the Internal Revenue Code. Such agreement shall comply
         with applicable IRS rules and regulations.

<PAGE>
                                                                             8-1


                                    ARTICLE 8
                                  MISCELLANEOUS

                  8.01 ACTION BY EMPLOYER. Whenever under the terms of this
Program the Employer is permitted or required to perform any act, it shall be
done and performed by an officer thereunto duly authorized by its board of
directors unless the authority to perform the act has been otherwise delegated
pursuant to this Program.

                  8.02 LIABILITY OF EMPLOYER. The Employer shall have no
liability for payments under the Program or administration of the Fund except as
otherwise provided by law. Persons entitled to benefits shall look solely to the
Fund for any payments under the Program.

                  8.03 SUCCESSOR TO BUSINESS OF EMPLOYER. Unless this Program is
sooner terminated, a successor to the business of the Employer shall continue
the Program and such successor shall thereupon succeed to all the rights, powers
and duties of the Employer hereunder. The Employment of any Employee who has
continued in the employ of such successor shall not be deemed to have been
terminated or severed for any purpose hereunder.

                  8.04 DISSOLUTION OF THE EMPLOYER. In the event that the
Employer is dissolved by reason of bankruptcy or insolvency, without any
provision being made for the continuance of this Program by a successor to the
business of the Employer, the Program hereunder shall terminate and the Trustee
shall proceed in the same manner as though the Program were being terminated as
provided in Article 7.

                  8.05 INTEREST IN THE FUND. Except to the extent provided
herein, no Participant, Beneficiary, nor any dependent of a Participant, nor any
person claiming by or through such Participant, nor any other person,
partnership, firm or corporation shall have any right, title or interest in or
to the Fund or any part thereof; and the Fund shall not be liable for or subject
to the debts, contracts, or liabilities of any such person, partnerships, firms
or corporations, and no such person, partnership, firm or corporation shall have
any right to any portion of the Fund.

                  8.06 CLAIMS. Any payment of benefit to a Participant or
Beneficiary, or to their legal representatives, in accordance with the
provisions of the Program, shall, to the extent of the method of computation as
well as the amount thereof, constitute full satisfaction of all claims hereunder
against the Trustee, Committee and the Employer, who may require such
Participant or Beneficiary or legal representative, as a condition precedent to
such payment, to execute a receipt therefor in such forms as shall be determined
by the Trustee, Committee or the Employer, as the case may be.

<PAGE>
                                                                             8-2


                  8.07 MERGERS, CONSOLIDATIONS AND TRANSFERS OF ASSETS. In the
event that this Program merges or consolidates with, or transfers its assets or
liabilities to, any other program of deferred compensation qualified under
ss.401(a) of the Internal Revenue Code of 1986, no Participant herein shall,
solely on account of such merger, consolidation or transfer, be entitled to a
benefit immediately following such event which is less than the benefit to which
he was entitled immediately preceding such event. For the purpose of this
Section, the benefit to which a Participant is entitled shall be calculated
based upon the assumption that the Program termination and distribution of
assets occurred on the day as of which the amount of the Participant's
entitlement is being determined.

                  8.08 NON-ASSIGNMENT OF BENEFITS. The benefits under this
Program shall not be assigned or alienated, except to the extent required by the
terms of a "qualified domestic relations order" (as defined in ss.414(p) of the
Internal Revenue Code) entered on or after January 1, 1985. The Committee shall
treat a domestic relations order entered before January 1, 1985, as a qualified
domestic relations order if payment of benefits pursuant to such order has
commenced as of such date. The Committee may, in its sole discretion, treat any
other domestic relations order entered before January 1, 1985, as a qualified
domestic relations order.

                  In the case of any domestic relations order received by the
Committee on or after January 1, 1985, the Committee shall promptly notify the
Participant and any other alternate payee (as defined in ss.414(p)(8) of the
Internal Revenue Code) of the receipt of such order and of the procedures for
determining the qualified status of domestic relations orders. Within a
reasonable period after receipt of such order, the Committee shall determine
whether such order is qualified and shall notify the Participant and each
alternate payee of such determination. During any period in which the qualified
status of a domestic relations order is being determined (by the Committee, a
court, or otherwise), the Committee shall direct the Trustee to segregate in a
separate account the amounts that would have been payable to each alternate
payee if the order had been determined to be a qualified domestic relations
order. If, within 18 months of the receipt of the order, the order (or
modification thereof) is determined to be a qualified domestic relations order,
the Committee shall direct the Trustee to pay the segregated amounts (plus any
interest thereon) to the person or persons entitled thereto. If, within 18
months of the receipt of the order, it is determined that the order is not
qualified, or the issue as to whether the order is qualified is not resolved,
then the Committee shall direct the Trustee to pay the segregated amounts plus
any interest thereon) to the person or persons who would have been entitled to
such

<PAGE>
                                                                             8-3


amounts if there had been no order. Any determination that an order is qualified
which is made after the close of the 18-month period shall be applied
prospectively only.

                  8.08A CERTAIN JUDGMENTS. The prohibitions set forth in Section
8.08 shall not apply to any offset of a Participant's benefits provided under
this Program against an amount that the Participant is ordered or required to
pay to the Program if--

                   (a)      the order or requirement to pay arises:

                           (1)      under a judgment of conviction for a crime
         involving the Program,

                           (2)      under a civil judgment (including a consent
         order or decree) entered by a court in an action brought in connection
         with a violation (or alleged violation) of part 4 of subtitle B of
         title I of ERISA, or

                           (3)      pursuant to a settlement agreement between
         the Secretary of Labor and the Participant, or a settlement agreement
         between the Pension Benefit Guaranty Corporation and the Participant,
         in connection with a violation (or alleged violation) of part 4 of such
         subtitle by a fiduciary or any other person,

                  (b)      the judgment, order, decree, or settlement agreement
expressly provides for the offset of all or part of the amount ordered or
required to be paid to the Program against the Participant's benefits provided
under the Program, and

                  (c)      if the Participant has a spouse at the time at which
         the offset is to be made,

                           (1)      either such spouse has consented in writing
         to such offset and such consent is witnessed by a notary public or an
         Employer representative of the Program (or it is established to the
         satisfaction of the Committee that such consent may not be obtained by
         reason of circumstances described in Code Section 417(a)(2)(B) ), or an
         election to waive the right of the spouse to either a qualified joint
         and survivor annuity or a qualified preretirement survivor annuity is
         in effect in accordance with the requirements of Code Section 417(a),

                           (2)      such spouse is ordered or required in such
         judgment, order, decree, or settlement to pay an amount to the Program
         in connection with a violation of part 4 of such subtitle, or

                           (3)      in such judgment, order, decree, or
         settlement, such spouse retains the right to receive the survivor
         annuity under a qualified joint and survivor annuity provided pursuant
         to Code Section 401(a)(11)(A)(i) and under a qualified preretirement

<PAGE>
                                                                             8-4


         survivor annuity provided pursuant to Code Section 401(a accordance
         with subsection (d), below.

                  (d)      The survivor annuity described in subsection (c)
         shall be determined as if:

                           (1)      the Participant terminated employment on the
         date of the offset,

                           (2)      there was no offset,

                           (3)      the Program permitted commencement of
         benefits only on or after Normal Retirement Age,


                           (4)      the Program provided only the
         minimum-required qualified joint and survivor annuity, and

                           (5)      the amount of the qualified preretirement
         survivor annuity the Program is equal to the amount of the survivor
         annuity; required qualified joint and survivor annuity.

                  For purposes of this subsection, the term "minimum required
qualified joint and survivor annuity" means the qualified joint and survivor
annuity which is the actuarial equivalent of the Participant's accrued benefit
(within the meaning of Code Section 411(a)(7)) and under which the survivor
annuity is 50 percent of the amount of the annuity which is payable during the
joint lives of the Participant and the Participant's spouse.

                  8.09 DEFINITION OF WORDS. Feminine or neuter pro: those of the
masculine form, and the plural shall be substituted for places herein where the
context may require such substitution.

                  8.10 TITLES. The titles of Articles and Sections are and shall
not be construed as part of the Program or in any respect provisions.

                  8.11 CONSTRUCTION. In any question of interpretation or other
matter of doubt, the Trustee, the Committee and the Employer may rely upon the
opinion provisions of the Program shall be construed, administered and the State
of Illinois to the extent that the application of state law to the Program has
not been preempted by ss.514 of the Employee Retirement Income Security Act of
1974. All contributions to the Fund shall be deemed to take place in the State
of Illinois.

<PAGE>
                                                                             8-5


                  8.12 EXECUTION OF THE PROGRAM. The execution of this Program
shall be accomplished by means of an agreement (referred to as Exhibit B) with
the Blue Cross and Blue Shield Association which is attached to and constitutes
part of the Program. This document may be executed in any number of counterparts
and each fully executed counterpart shall be deemed an original.

<PAGE>
                                                                             9-1


                                    ARTICLE 9
                              TOP-HEAVY PROVISIONS

                  9.01 APPLICATION OF ARTICLE. Notwithstanding any provision of
the Program to the contrary, the provisions of this Article shall apply with
respect to any Program Year beginning on or after January 1, 1984, if, and only
if, the Program is deemed to be a "top-heavy plan" with respect to such Year
within the meaning of ss.416 of the Internal Revenue Code of 1986. The Program
shall constitute a "top-heavy plan" if --

                  (a) the Program is not part of an aggregation group and, as of
the determination date, the present value of the cumulative accrued benefits
under the Program for key employees exceeds 60 percent of the present value of
the cumulative accrued benefits under the Program for all employees, where such
ratio is computed in accordance with the provisions of ss.416(g) of the Internal
Revenue Code of 1986 and any regulations prescribed thereunder, or

                  (b) the Program must be included in an aggregation group and
such group is a top-heavy group. meaning indicated:

                  9.02 DEFINITIONS. For purposes of this Article, the following
terms shall have the

                  (A) AGGREGATION GROUP. The term "aggregation group" means-

                           (1) each retirement program maintained by the
         Employer which qualifies under ss.401(a) of the Internal Revenue Code
         of 1986 and in which a key employee is a participant;

                           (2) each other program maintained by the Employer
         which enables a program described in the preceding clause to meet the
         non-discrimination requirements of ss.401(a)(4) or the participation
         requirements of ss.410 of the Internal Revenue Code of 1986; and

                           (3) if the Employer so elects, any other program of
         the Employer, if, after the inclusion of such program in the
         aggregation group, such group would continue to meet the
         non-discrimination requirements of ss.401(a)(4) and the participation,
         requirements of ss.410 of the Internal Revenue Code of 1986.

                  (B) TOP-HEAVY GROUP. The term "top-heavy group" means any
aggregation group if, as of the determination date, the sum of the present value
of the cumulative accrued benefits for key employees under all defined benefit
programs included in such group, and the aggregate of the accounts of key
employees under all defined contribution programs included in



<PAGE>
                                                                             9-2


such group, exceeds 60 percent of the analogous sum determined for all
employees. The present value of the cumulative accrued benefits for any employee
and the value of the account of any employee shall be computed in accordance
with the provisions of ss.416(g) of the Internal Revenue Code of 1986 and any
regulations prescribed thereunder.

                  (C) KEY EMPLOYEE. The term "key employee" means any individual
who is a key employee within the meaning of ss.416(i)(1) of the Internal Revenue
Code of 1986, and such regulations as the Secretary of the Treasury may
prescribe thereunder.

                  (D) NON-KEY EMPLOYEE. The term "non-key employee" means any
Employee who is not a key employee.

                  (E) DETERMINATION DATE. The term "determination date" means,
with respect to any Program Year, the last day of the preceding Program Year; in
the case of the initial Program Year, however, the determination date is the
last day of such year.

                  (F) VALUATION DATE. The term "valuation date" means the first
day of the Program Year containing the determination date.

                  (G)      PRESENT VALUE OF CUMULATIVE ACCRUED BENEFIT.


                           (1) ACCRUED BENEFIT. The "accrued benefit" of a
                  Participant means --

                                    (i) in the case of the initial Program Year,
                  the benefit accrued under Articles 4 and 9 of the Program,
                  determined as if the Participant terminated service as of the
                  determination date; and

                                    (ii) in the case of any other Program Year,
                  the benefit accrued under Articles 4 and 9 of the Program,
                  determined as if the Participant terminated service as of the
                  valuation date.

                  (2) PRESENT VALUE OF CUMULATIVE ACCRUED BENEFIT. The present
value of a Participant's cumulative accrued benefit shall be computed based on
an interest rate of 5 percent and the mortality rates shall be unisex rates
constructed based upon the 1986 Projected Experience Table assuming a
distribution of 46 percent males and 54 percent females. Each Participant's
benefit shall be assumed to commence at the age at which the benefit is most
valuable to the Participant.

                  Solely for the purpose of determining if the Program and any
other program included in a required aggregation group of which this Program is
a part, is top-heavy (within the meaning of ss.416(g) of the Internal Revenue
Code) the accrued benefit of a Participant who is a non-key employee shall be
determined under (i) the

<PAGE>

                                                                             9-3

       method, if any, that uniformly applies for accrual purposes under all
       programs maintained by the Employer 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 ss.416(b)(1)(C) of
       the Internal Revenue Code.

                  (H) EMPLOYER. To the extent required under ss.416 of the
Internal Revenue Code, the term Employer includes (1) any corporation that is a
member of a controlled group of corporations (as defined in ss.414(b) of the
Internal Revenue Code) that includes the Employer, (2) any trade or business
(whether or not incorporated) that is under common control (as defined in
ss.414(c) of the Internal Revenue Code) with the Employer, (3) any organization
(whether or not incorporated) that is a member of an affiliated service group
(as defined in ss.414(m) of the Internal Revenue Code) that includes the
Employer, (4) except to the extent otherwise provided in regulations prescribed
by the Secretary of the Treasury under ss.414(n) of the Internal Revenue Code
with respect to periods of service required under ss.414(n)(4) of the Internal
Revenue Code to be credited to a leased employee (as defined in ss.414(n) of the
Internal Revenue Code) or a common-law employee, the leasing organization, and
(5) any other entity required to be aggregated with the Employer pursuant to
regulations under ss.414(0) of the Internal Revenue Code.

                  9.03 VESTING

                  (A) TOP-HEAVY VESTING SCHEDULE. If, with respect to any
Program Year, the Program is deemed to be a top-heavy plan, then each
Participant shall have a nonforfeitable right to a percentage of his accrued
benefit under the Program (including benefits accrued before January 1, 1984,
and before the Program becomes top-heavy), determined under the following
schedule:

<TABLE>
<CAPTION>
       Years of Vesting Services       Nonforfeitable Percentage
       -------------------------       ------------------------
       <S>                             <C>
                  2                               20
                  3                               40
                  4                               60
                  5                               80
                  6 or more                      100
</TABLE>


                  Notwithstanding the foregoing, the top-heavy vesting schedule
described above shall not apply to the accrued benefit of any Participant who
fails to complete an Hour of Service after the Program becomes a top-heavy plan.

<PAGE>

                                                                             9-4


                  (B) CHANGE IN VESTING SCHEDULE. In the event that the Program
ceases to be a top-heavy plan, then each Participant's interest in his accrued
benefit under the Program shall vest in accordance with the following rules;

                           (1) Except as provided in paragraphs (2) and (3)
         below, the nonforfeitable percentage of a Participant's accrued benefit
         shall be determined under the terms of the Program without regard to
         the provisions of Section 9.03(a).

                           (2) If a Participant has 3 or more Years of Vesting
         Service, the nonforfeitable percentage of his accrued benefit shall be
         determined in accordance with the provisions of Section 9.03(a) or
         Section 9.03(b)(1), whichever produces the greater vested benefit.
         Provided, however, that such a Participant's nonforfeitable percentage
         shall not be greater than that which is determined under the Program
         without regard to the provisions of Section 9.03(a) unless under
         regulations or rulings interpreting Sections 411 and 416 of the
         Internal Revenue Code of 1986, such a Participant would otherwise have
         the right to an election described in Section 411(1)(10)(B) of such
         Code.

                           (3) In no event shall a change in the vesting
         schedule resulting from a change in the Program's top-heavy status
         reduce the nonforfeitable percentage of any Participant's accrued
         benefit (determined as of the date the change in the vesting schedule
         occurs).

                  9.04 MINIMUM BENEFITS.

                  (A) GENERAL RULE. If, with respect to any Program Year, the
Program is deemed to be a top-heavy plan, then the accrued benefit of each
Participant who is a non-key employee, when expressed as an annual retirement
benefit, shall be at least 2 percent of the average of the Participant's
compensation (as defined in Section 4.12(a)) for years in the "testing period",
multiplied by his number of Years of Employer Service (but not more than 10 such
years). For purposes of this Section, a Year of Employer Service shall not be
taken into account if the Program was not a top-heavy plan for any Program Year
ending during such Year of Employer Service, or if such Year of Employer Service
was completed in a Program Year beginning before January 1, 1984.

                  (B) TESTING PERIOD. For purposes of Section 9.04(a), a
Participant's "testing period" is the period of consecutive Years of Employer
Service (not exceeding 5) during which the Participant had the greatest
aggregate compensation from the Employer; provided, however, that a year shall
not be included in the testing period if such year ends in a Program Year


<PAGE>
                                                                             9-5


beginning before January 1, 1984, or such year begins after the close of the
last Program Year in which the Program was a top-heavy plan.

                  (C) ANNUAL RETIREMENT BENEFIT. For purposes of Section
9.04(a), the term "annual retirement benefit" means a benefit payable annually
in the form of a single life annuity (with no ancillary benefits) beginning at
Normal Retirement Age. If the form of benefit is other than a single life
annuity or the benefit commences at a date before or after attainment of Normal
Retirement Age, each Participant who is a non-key employee must receive an
amount that is the actuarial equivalent of the minimum single life annuity
commencing at Normal Retirement Age. The minimum benefit described in Section
9.04(a) shall not be adjusted to take into consideration the availability of
preretirement ancillary benefits under the Program.

                  (D) NONFORFEITABLE BENEFITS. The minimum benefits required
under this Section shall vest in the same manner as any other benefits accrued
under the Program, except that the minimum benefits shall not be subject to
permanent suspension in accordance with the provisions of Section 4.13.

                  (E) NONDUPLICATION OF BENEFITS. If the Employer maintains a
defined contribution program in addition to this Program, the Employer shall
provide. non-key employees who participate in both programs with a minimum
contribution under the defined contribution program in lieu of the minimum
benefit described in Section 9.04(a). Such minimum contribution shall be the
minimum amount required by regulations prescribed under ss.4I 6(c) and (f) of
the Internal Revenue Code of 1986.

                  (F) LIMITATION ON MINIMUM BENEFIT. This Section sets forth the
requirements imposed by ss.416(c) of the Internal Revenue Code of 1986 and the
regulations prescribed thereunder and shall not be interpreted to impose any
requirements other than, or provide any benefits greater than, those mandated by
such provisions of law.

                  9.05 LIMITATION ON COMPENSATION. The limitation on Earnings in
Section 1.06 shall be applied in determining compensation under the Program.

                  9.06 LIMITS ON BENEFITS AND CONTRIBUTIONS.

                  (A) BASIC LIMITATION. If, with respect to any Program Year,
the Program is deemed to be a top-heavy plan, then the limitation described in
Section 4.12(h), if it is otherwise applicable, shall be applied by substituting
"1.0" for."1.25" wherever the latter appears in that Section.


<PAGE>

                                                                             9-6


                  (B) EXCEPTION. Paragraph (a) shall not apply, however, if the
Program is not a "super top-heavy plan" (as defined in paragraph (c)) and the
Program provides each non-key employee with the additional minimum benefit
described in paragraph (d).

                  (C) SUPER TOP-HEAVY PLAN. The Program shall constitute a
"super top-heavy plan" unless the Program would not be a top heavy plan if "90
percent" were substituted for "60 percent" wherever the latter appears in
Sections 9.01(a) and 9.02(b).

                  (D) ADDITIONAL MINIMUM BENEFIT. The requirements of this
paragraph shall be satisfied if the Program would satisfy the minimum benefit
provisions of Section 9.04 if "3 percent" were substituted for "2 percent" in
paragraph (a) thereof, or, if an Employer is providing the minimum contribution
under the defined contribution program in accordance with Section 9.04(e), such
additional contributions are made to the defined contribution program as shall
be required under regulations prescribed under ss.416(f) and (h)(2)(A) of the
Internal Revenue Code of 1986.

                  (E) COORDINATION WITH SECTION 4.12. If the basic limitation
described in paragraph (a) of this Section applies to the Program with respect
to any Program Year, and the procedure is adopted to compute the denominator of
the defined contribution program fraction in accordance with the transitional
rule of Section 4.12(h)(3), then Section 4.12(h)(3)(i)(aa) shall be applied by
substituting "$41,500" for "$51,875."



<PAGE>



                                                                            10-1
                                   ARTICLE 10

                            RETIREE HEALTH BENEFITS


                  10.01    RETIREE HEALTH BENEFITS. This Article 10 is intended
to provide for the pre-funding of certain retiree health benefits provided under
the terms of the _______________________ (the "Retiree Health Program") with
respect to Eligible Retirees and Eligible Dependents (as defined in Sections
10.02 and 10.03). Except to the extent that benefits provided through this
Article 10 have been previously paid under the Retiree Health Program through
other contributions of the Employer or disbursements from a trust attributable
to such contributions, it is intended that benefits provided to Eligible
Retirees and Eligible Dependents under the terms of the Retiree Health Program
shall be provided, first, by disbursement from such a trust or trusts, if any,
attributable to Employer contributions, and, next, by disbursement of assets
held in accordance with this Article 10 to the Claims Administrator under the
Retiree Health Program (as defined in Section 10.08). Notwithstanding any
provision of the Program to the contrary, this Article 10 is only intended to
provide a source of payment for future benefits to which Eligible Retirees and
Eligible Dependents may be entitled under the Retiree Health Program described
in Section 10.07. Entitlement of any Eligible Retiree or Eligible Dependent to
benefits hereunder is expressly limited to any such rights under the Retiree
Health Program and is subject to any limitations, including rights reserved by
the Employer to amend, terminate or otherwise change the Retiree Health Program.
This Article 10 is intended to meet the requirements of Code Section 401(h) and
shall be interpreted accordingly.

                  10.02    ELIGIBLE RETIREES, ELIGIBLE DEPENDENTS. The
eligibility of former Employees of the Employer and the eligibility of their
spouses and dependents to receive benefits under this Article 10 shall be
determined solely in accordance with the terms and conditions of the Retiree
Health Program, as amended from time to time. Each former Employee of the
Employer who satisfies the requirements of the Retiree Health Program for
entitlement for a retiree health benefit thereunder, who is eligible to receive
retirement benefits under this Program and who is not excluded from the group of
such former Employees for whom contributions will be made under the Trust as
provided in Section 10.03 below shall be considered an "Eligible Retiree". Each
spouse and dependent of such former Employee who satisfies the requirements of
the Retiree Health Program for entitlement for a retiree health benefit
thereunder, who is eligible to receive retirement benefits under this Program
and who is not excluded from the group of such
<PAGE>
                                                                            10-2


spouses and dependents for whom contributions will be made under the Trust as
provided in Section 10.03 below shall be considered an "Eligible Dependent".
Except as expressly provided to the contrary herein with respect to amounts
actually disbursed under the Trust to or for the benefit of an Eligible Retiree
or Eligible Dependent, neither such Eligible Retirees and Eligible Dependents,
nor any medical care providers or assignees shall have any right, title or
interest with respect to any assets of the Trust. All such Trust assets shall be
held hereunder for the benefit of all Eligible Retirees and Eligible Dependents
covered by the Retiree Health Program, and shall be available for disbursement
in accordance with Sections 10.08 and 10.09 to or for the benefit of any
Eligible Retirees or Eligible Dependents covered by the Retiree Health Program,
except that benefits that are paid to a Key Employee (as defined in Code Section
401(h)) shall be limited to the amounts credited to the Key Employee's Account
as established under Section 10.06. The entitlement of specific Employees,
former Employees, spouses, dependents, medical providers or assignees (subject
to Section 8.08, Code Section 401(a)(13) and ERISA Section 206(d)) to receive
disbursements of assets held in the Trust shall be determined solely under the
terms and conditions of the Retiree Health Program.

                  10.03    LIMITATIONS ON ELIGIBILITY. The benefits payable
under this Article 10 shall not be utilized to provide benefits under the
Retiree Health Program for the following groups of otherwise Eligible Retirees
and Eligible Dependents:

         Check as many boxes as are applicable:

                  [ ] (i)  Each Employee who is categorized as a Key
         Employee as such term is defined in Code Section 401(h) and the spouse
         and dependents of such person.

                  [ ](ii)  Each Employee who is a member of a collective
         bargaining unit and the spouse and dependents of such person.

                  [ ](iii) Each person who ____________________ and the spouse
         and dependents of such person.

                  10.04    NO EMPLOYEE CONTRIBUTIONS. Eligible Retirees and
their Eligible Dependents may be required to pay a portion or all of the cost of
the coverages provided under the Retiree Health Program. Any such contributions
by Eligible Retirees or Eligible Dependents shall be made and applied to provide
benefits solely in the manner required by the terms and conditions of such
Retiree Health Program. No Eligible Retirees or Eligible Dependents shall be
permitted to make contributions hereunder. The foregoing limitation shall not
prevent the


<PAGE>
                                                                            10-3

Trustee or the Committee from seeking to recover from any person amounts paid
from the Trust in error or amounts which any such person may owe to the Trust
under principles of subrogation.

                  10.05    EMPLOYER CONTRIBUTIONS. Each year the Employer shall
make a contribution to the Trust in an amount determined by the Employer on the
advice of a qualified actuary. The amount contributed each year by an Employer
shall be determined in accordance with the following rules:

                  (A)      ACTUARIAL DETERMINATION OF CONTRIBUTION LIMITS. The
amount of such contribution shall be determined pursuant to a written report
prepared by a qualified actuary retained for this purpose. The amount so
determined for any Program Year shall be reasonable and ascertainable as
required by Code Section 401(h) and shall not exceed the amount of the maximum
deduction which the Employer is entitled to receive for such contribution for
the Program Year to which such contribution relates as determined by such
actuary;

                  (B)      COORDINATION OF ACTUARIAL FUNDING WITH FUNDING UNDER
OTHER PROGRAMS. In determining the actuarial cost of future retiree health
benefits in accordance with (a) above, the actuary shall coordinate such
determination with the actuary or actuaries performing similar determinations
under any voluntary employees' beneficiary association trusts qualified under
Code Section 501(c)(9) or other funding vehicles (in accordance with the
coordination method described in Section 10.01) to which contributions have been
made or are to be made by the Employer for the benefit of Eligible Retirees or
Eligible Dependents with respect, to benefits they are or may become entitled to
under the Retiree Health Program. The Employer shall notify the Committee and
the actuary performing the calculation described in (a) above of any such
parallel funding arrangements. Unless so notified, the Committee and such
actuary shall assume that no such other funding arrangements have been utilized
by the Employer with respect to Eligible Retirees or Eligible Dependents;

                  (C)      SUBORDINATION OF BENEFITS UNDER RETIREE HEALTH
PROGRAM. Retiree Health Program benefits are intended to be subordinate to the
Program's retirement benefits. Accordingly, the aggregate actual contributions
to the Program made after ____________________ for the purpose of providing
Retiree Health Program benefits (when added to actual contributions, if any, for
life insurance protection under the Program) shall not exceed 25 percent of the
total actual contributions to the Program since _________________, including the
aforementioned contributions and contributions for retirement or survivors'
benefits (other than contributions to fund past service credits) after the date
on which this Article 10 originally became effective. The


<PAGE>
                                                                            10-4


term "life insurance protection" as used in the prior sentence shall not include
any Program provision for a survivor's benefit where the present value of the
survivor's benefit does not exceed the present value of the accrued benefit of
the Employee to which the survivor's benefit relates. For purposes of applying
this limitation, the Employer and the Committee may conclusively rely on an
actuarial certification prepared by the Program's enrolled actuary demonstrating
compliance. If any amounts are inadvertently or negligently contributed to the
Retiree Health Program in excess of the limitation imposed by this Subsection,
such excess allocation shall be considered to have been contributed to the
Retiree Health Program by mistake and in violation of this limit and shall be
withdrawn from that Fund promptly and returned to the Employer to the extent
permitted by ERISA, with the remainder, if any, applied to provide retirement
benefits then payable under the Program;

                  (D)      DEDUCTIBILITY. Neither the Association nor the
Committee makes any representations regarding the deductibility of any
contribution made in accordance with this Article 10;

                  (E)      CONTRIBUTION DEADLINE. All contributions with respect
to a Program Year shall be made by payment of such amount to the Trustee no
later than the time for filing the Employer's federal income tax return for the
Program Year to which such contributions relate, provided that any such
contributions made after the end of a fiscal year of the Employer which are made
before the due date for its federal income tax return shall be deemed made
during such earlier fiscal year if they are designated by the Employer as having
been made for that fiscal year;

                  (F)      No INDIVIDUAL EMPLOYEE ENTITLEMENT TO SPECIFIC TRUST
ASSETS. Although contributions of an Employer may be calculated with reference
to specific Employees or groups of Employees, neither the Committee nor the
Trustee shall maintain account records in the name of individual Employees nor
earmark any Employee's interest hereunder until the time arrives for payment of
benefits hereunder by the Trustee or by a Claims Administrator or other entity
receiving Trust assets from the Trustee for the purposes of making benefit
payments hereunder except as required by Section 10.05(g) below;

                  (G)      KEY EMPLOYEES. Notwithstanding the provisions of
Section 10.05(f) above, contributions which may be used to provide benefits for
Key Employees or their Eligible Dependents shall be accompanied by detailed
calculations which reflect the portion of such contributions which are intended
to provide for the payment of benefits with respect to


<PAGE>
                                                                            10-5


Employees who constitute "Key Employees" for purposes of Code Section 401(h),
and which contributions shall be reflected by Key Employee accounts described in
Section 10.06 below.

                   Employer contributions for Retiree Health Program benefits
shall be designated as being made for the Retiree Health Program at the time
they are made and shall be credited to the Retiree Health Program fund described
in Section 10.07. In determining how much may be deducted for contributions to
the Program to provide Retiree Health Program benefits, the Program's enrolled
actuary may take into account reasonably projected increases in health care
costs due to inflation and other factors. Lump sum contributions may be made by
the Employer to satisfy past service costs or experience losses of the Retiree
Health Program without the need for amortization. In determining the amount of
Employer contributions necessary to fund Retiree Health Program benefits, the
Program's enrolled actuary shall reduce the contributions that would otherwise
be required for any period by the full amount (i.e., without amortization) then
credited to the Retiree Health Program which, during the period in question, has
become unneeded for paying Retiree Health Program benefits for any reason,
including but not limited to termination of employment, death and any other such
event, determined in a reasonable manner selected by the actuary.

                  10.06    KEY EMPLOYEE ACCOUNTS. In order to comply with the
requirements of Code Sections 415 and 419A, whenever the Committee is informed
that a Key Employee within the meaning of Code Section 401(h) is or may be an
Eligible Retiree, the Committee shall establish a separate bookkeeping Account
in the name of such Key Employee. Such bookkeeping account is solely intended to
permit the preservation of records necessary to assure compliance with Code
Section 415 in the event such Key Employee or his or her spouse and dependents
actually receive benefits hereunder. It is in no way intended that the
maintenance of such accounts shall create in such Key Employee a vested interest
in any portion of the Trust Fund prior to actual payment of benefits hereunder
to such Key Employee or his or her Eligible Dependents.

                  10.07    RETIREE HEALTH PROGRAM FUND. A separate account (the
"Retiree Health Program Fund") shall be maintained on the books of the Program
to reflect assets held to fund benefits payable under this Article 10. For all
investment purposes, however, the assets attributable to the Retiree Health
Program Fund may be commingled with other Program assets. The Retiree Health
Program Fund shall be credited with future Employer contributions specifically
designated as being made to the Program for the purpose of funding Retiree
Health


<PAGE>
                                                                            10-6


Program benefits under this Section and all contributions made hereunder to the
Retiree Health Program by or on behalf of Eligible Retirees and their Eligible
Dependents and the gains and losses credited on the foregoing amounts under a
reasonable investment accounting system established by the Committee. Benefits
payable in accordance with this Article 10 shall be payable only from the
amounts credited to the Retiree Health Program Fund, which shall be debited to
reflect such payments. Administrative expenses attributable to the Retiree
Health Program which are not directly paid by the Employer may be paid out of
the Retiree Health Program Fund. Thus, the assets of the Program (other than
those credited to the Retiree Health Program Fund) shall be used solely for
paying retirement benefits and the administrative expenses incurred in
connection with providing such benefits.

                  10.08    DISTRIBUTION DIRECTIONS FROM RETIREE HEALTH PROGRAM
PLAN ADMINISTRATOR. It shall be the responsibility of the Plan Administrator of
the Retiree Health Program to direct the Committee with respect to all
distributions of Trust assets held on behalf of such Retiree Health Program.
Pursuant to such Retiree Health Program, a "Claims Administrator" may be
authorized to give such instructions to the Committee or to receive such
disbursements, provided that the Committee is supplied with satisfactory
evidence of delegation of such authority. In connection with such distributions,
it shall be the responsibility of the Retiree Health Program Plan Administrator
to prepare and file with the Committee in advance of any distribution of Program
benefits, a certification regarding its determination that such distributions
satisfy the requirements of the Retiree Health Program and of this Program. In
addition, no less frequently than once each year or at such other times as the
Committee shall reasonably request, the Retiree Health Program Plan
Administrator shall prepare and file with the Committee a list of all
distributions requested with respect to Eligible Retirees and Eligible
Dependents and such other information as may be required by the Committee.

                  10.09    DISTRIBUTION INSTRUCTIONS TO TRUSTEE. Upon receipt of
proper directions from a Retiree Health Program Plan Administrator to cause
distributions to be made hereunder, the Committee shall notify the Trustee of
the amounts to be disbursed, the identity of the payee of each such payment and
of all other information which the Committee deems advisable or the Trustee may
reasonably require. If benefit payments to Eligible Retirees and Eligible
Dependents under the Retiree Health Program are actually made by a Claims
Administrator pursuant to an agreement with the Employer or an appropriate
representative of the Retiree Health Program which is satisfactory to the
Committee, the Committee may direct the Trustee to


<PAGE>
                                                                            10-7


disburse Trust assets to such Claims Administrator for disbursement of such
Trust assets to provide benefits. In making such directions to the Trustee, the
Committee may rely upon any instructions from such Claims Administrator which
the Committee reasonably believes to be authentic based upon documents or
notifications previously received from the Retiree Health Program Plan
Administrator or the Employer regarding the identity and authority of such
Claims Administrator. A Plan described in Section 1.16, including the Employer
or an affiliate of the Employer, serving as a Claims Administrator, Insurer or
Health Maintenance Organization may act as a disbursing agent for the Trustee
pursuant to this Section 10.09, to the extent permitted by Sections 408(b)(2) or
408(b)(5) of ERISA, by Prohibited Transaction Class Exemption 79-41 or by
administrative exemptions issued pursuant to Section 408(a) of ERISA or to the
extent that the Committee is otherwise satisfied that such actions are not
inconsistent with the requirements of ERISA.

                  10.10    NO VESTING IN TRUST ASSETS PRIOR TO ACTUAL
DISTRIBUTION. No Eligible Retiree or Eligible Dependent shall have any vested
interest in assets held on behalf of a Retiree Health Program under the Trust
until such assets have been disbursed to or on behalf of such Eligible Retiree
or Eligible Dependent by the Trustee, a Claims Administrator or other similar
entity in accordance with this Article 10. Benefits payable or which may become
payable in accordance with this Article 10 shall not be deemed for any reason to
be a part of any accrued benefit under this Program, nor shall such benefits be
entitled to the protections of Code Section 411(d)(6) or of any other statute.
The Employer expressly reserves the right prospectively or retroactively to
change, reduce or eliminate the benefits provided under the Retiree Health
Program at any time and in any fashion. No person may rely on the future
continuation of Retiree Health Program benefits since the Employer has expressly
reserved the right to change or reduce benefits or terminate the Program at any
time. Whether or not the Employer formally eliminates or reduces Retiree Health
Program benefits, such benefits shall only be provided to the extent they can be
paid from assets then credited to the Retiree Health Program and the Employer
shall have no obligation to contribute additional amounts to fund such benefits.

                  10.11    TERMINATION OF RETIREE HEALTH PROGRAM. If the Retiree
Health Program is ever terminated (even though the Program continues in
existence) or if the Program in its entirety (including the Retiree Health
Program) is ever terminated, after the payment of or provision for all medical
benefits promised under the Retiree Health Program for expenses incurred prior
to such termination, any surplus remaining in the Retiree Health Program shall
be


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                                                                            10-8


returned to the Employer (even if only the Retiree Health Program has been
terminated), to the extent required by Internal Revenue Code Section 401(h) and
to the extent permitted by ERISA.

                  10.12    ADMINISTRATION. The Retiree Health Program shall be
administered in accordance with its terms except to the extent the Committee or
the Employer has expressly been given administrative powers or duties under this
Section. The Employer or the Committee may delegate any such powers or duties to
their counterparts under the Retiree Health Program.

                  10.13    INCONSISTENT PROGRAM PROVISIONS. This Article 10
shall supersede any previously adopted inconsistent provisions of the Retiree
Health Program, the Program and the Trust Agreement. Specifically, but without
limiting the generality of the foregoing, the Retiree Health Program is hereby
amended to provide that the Employer shall not pay benefits or expenses which
are paid for under this Article 10. Except as provided in this Section 10.13,
all other provisions of the Retiree Health Program, the Program and the Trust
Agreement shall apply with respect to this Article 10.

                  10.14    PROHIBITION ON DIVERSION. It shall be impossible, at
anytime prior to the satisfaction of all liabilities under this Article 10 to
provide the benefits set forth in Section 10.01, for any part of the corpus or
income of the separate account described in Section 10.07 to be used for, or
diverted to, any purpose other than the providing of such benefits.

                  10.15    NONDISCRIMINATION. In accordance with Treasury
Regulation ss. 1.401- 14(b)(2), benefits under the Retiree Health Program which
are provided under this Article 10 shall not discriminate in favor of persons
who are highly compensated employees as defined in Code Section 414(q) or their
spouses or dependents. Benefits which are provided under the Retiree Health
Program, but which are not provided under this Article 10, shall not be subject
to this requirement.