<PAGE>   1
                                                                    Exhibit 10.6

                   NOTICE/CONFIDENTIAL - COPYRIGHTED MATERIAL
                   ------------------------------------------

                  This document is protected under the copyright laws of the
United States and international copyright treaties, and contains proprietary,
confidential information of Calfee, Halter & Griswold. Any use, duplication,
publication, display, modification, adaptation or dissemination of this document
or its contents requires the express written permission of Calfee, Halter &
Griswold.

                   Copyright, 1991, Calfee, Halter & Griswold
                              All Rights Reserved.

                                    RPM, INC.

                        RETIREMENT SAVINGS TRUST AND PLAN

                               ADOPTION AGREEMENT
                               ------------------

                              (Profit Sharing #001)

                                       For

                            A REGIONAL PROTOTYPE PLAN
                                  SPONSORED BY

                            CALFEE, HALTER & GRISWOLD
                              1800 Society Building
                              Cleveland, Ohio 44114
                                 (216) 622-8200

                  (1) ESTABLISHMENT OF PLAN. RPM, Inc. (the "Company")
hereby adopts the RPM, Inc. Retirement Savings Trust and Plan (the "Trust
and Plan") this 1st day of June, 1992 ("Adoption Date"), by completing this
Adoption Agreement, establishing the retirement savings plan and trust
agreement in the form of the attached prototype plan.*

--------
     *This Adoption Agreement shall be of no force and effect and Calfee, Halter
& Griswold shall have none of the responsibilities imposed upon a Regional
Prototype Plan Sponsor with respect to the Company, a Participating Company or
any Trust and Plan participants unless and until such time as Calfee, Halter &
Griswold acknowledges receipt of and accepts this Adoption Agreement, in
writing, as set forth on page 28 hereof.


<PAGE>   2



                  (2)      PLAN INFORMATION.
                           ----------------
                           [x]  New Plan

                           [ ]  Amendment and Restatement of:

                                [ ]  Same Plan

                                [ ]  Prototype Plan

                                [ ]  Master Plan

                                [ ]  Other (merger, consolidation, etc.)

                                     If Restatement or Merger, enter names
                                     of predecessor plans:

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

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

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

                  (3)      Plan No.    011

                  (4)      COMPANY INFORMATION.  Company name, address,
telephone number and employer identification number:

                              RPM, Inc.
                              P.O. Box 777
                              Medina, OH  44258
                              (216) 225-3192
                              E.I.N. 34-6550857

                  (5)      CONTROLLED GROUP.  Corporations or other business
organizations related to the Company under Sections 414(b), (c),
(m) and (o) of the Internal Revenue Code (the "Code") are:

                              See Attachment A
                              --------------------------------

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

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


                  (6)      PARTICIPATING COMPANIES.  Participating Companies
under the Trust and Plan are:

                                        2


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                           [ ]  All of the members of the Controlled Group
                                under Section (5) above

                           [x]  Other (specify):
<TABLE>
<CAPTION>
                                                         Adoption     Cessation
                                Name                       Date          Date
                                ----                     --------     ---------
                                <S>                       <C>         <C>
                                See Attachment B          _________   _________
                                ______________________    _________   _________
                                ______________________    _________   _________
</TABLE>

Each Participating Company must agree to be bound by the terms of the Trust and
Plan.

                  (7)      EFFECTIVE DATE.  The effective date of the Trust and
Plan is June 1, 1992.

                  (8)      RESTATEMENT DATE.  The restatement date of this
Trust and Plan, if applicable, is N/A.

                  (9)      TAXABLE YEAR.  The Company's taxable year is the 12
consecutive month period ending on May 31.

                  (10)     PLAN YEAR.  The plan year is:

                           [ ] the Company's taxable year

                           [ ] the 12 consecutive calendar month period
                               ending on May 31.

                  (11)     LIMITATION YEAR.  The limitation year is:

                           [ ] the plan year

                           [ ] the 12 consecutive calendar month period
                               ending on May 31.

                  (12)     COVERED EMPLOYEES.  Covered Employees under the
Trust and Plan are all employees of Participating Companies,
excluding the following:

                           [x] aliens whose expected employment within the
                               United States will be less than 2 years.

                                        3


<PAGE>   4

                           [x] employees covered by a collective bargaining
                               agreement to which a Participating Company is a
                               party, unless such collective bargaining
                               agreement provides for participation in the Trust
                               and Plan

                           [ ] salaried employees

                           [ ] hourly-paid employees

                           [x] leased employees

                           [ ] commissioned salesmen

                           [ ] ______________________ job categories at the
                               ______________________ location

                           [x] other (specify):  hourly-paid employees at
                               certain Participating Companies except those
                               listed on Attachment C.

                           [ ] none

The foregoing exclusions may only be elected to the extent that any such
election will not cause the Trust and Plan to fail to satisfy the requirements
set forth in Sections 401(a)(26) and 410(b) of the Code.

                  (13)     SERVICE.  An employee's service, as defined in
Article III of the Trust and Plan, will be determined as follows:

                  (a)      ELIGIBILITY.  An employee's eligibility to par-
                           ticipate in the Trust and Plan is calculated pursu-
                           ant to the following method:

                           [ ]  elapsed time method

                           [x]  hours method

N/A               (b)      VESTING. An employee's vesting service under the
                           Trust and Plan is calculated pursuant to the
                           following method:

                                        4


<PAGE>   5



                  Years Ending Before ____________ (Adoption Date or
                  other date)

                  [ ]  elapsed time method

                  [ ]  hours method

                  Years Ending After ______________ (Adoption Date or
                  other date)

                  [ ]  elapsed time method

                  [ ]  hours method

N/A      (c)      CREDITING OF SERVICE BASED ON HOURS WORKED.  The
                  following equivalency will be used to determine
                  service to be credited to participants based on
                  working time method:

                  [ ]  1 hour for each hour of service as described
                       in Section 3.2(a) of the Trust and Plan

                  [ ]  1.15 hours for each hour of service as defined
                       in Section 3.2(a) of the Trust and Plan
                       actually worked by employee

                  [ ]  1.33 hours for each hour of service as
                       defined in Section 3.2(a) of the Trust and
                       Plan which was a regular time hour actually
                       worked by the employee

                  [ ]  10 hours for each day employee has at least
                       1 hour of service as defined in Section 3.2(a)
                       of the Trust and Plan

                  [ ]  45 hours for each week employee has at least
                       1 hour of service as defined in Section 3.2(a)
                       of the Trust and Plan

                  [ ]  95 hours for each semi-monthly payroll
                       period during which employee has at least 1
                       hour of service as defined in Section 3.2(a)
                       of the Trust and Plan

                  [ ]  190 hours for each month employee has at least
                       1 hour of service as defined in Section 3.2(a)
                       of the Trust and Plan

                                        5


<PAGE>   6




                  (14)     PARTICIPATION REQUIREMENTS.  To become a partici-
pant, a Covered Employee must satisfy the following requirements:

N/A               (a)      SERVICE REQUIREMENT.  To become eligible to partic-
                           ipate in the Trust and Plan, a Covered Employee:

                           [ ]  need not complete any waiting period

                           [ ]  must complete _______ years(s) of service (may
                                not exceed 2*)

                           [ ]  must complete _______ consecutive month(s)
                                of service without regard to the number of
                                hours of service completed (may not exceed
                                24*)

                  (b)      SPECIAL 401(k) SERVICE REQUIREMENT.  To become
                           eligible to make 401(k) contributions under the
                           Trust and Plan, a Covered Employee:

                           [ ] need not complete any waiting period

                           [x] must complete 1 year of service

                           [ ] must complete _______ consecutive month(s) of
                               service (without regard to the number of hours
                               of service completed)

                  (c)      AGE REQUIREMENT.  To become eligible to participate
                           in the Trust and Plan a Covered Employee:

                           [ ] need not attain any minimum age

                           [x] must be at least 21 years of age (not more
                               than 21)

                  (15)     ENTRY DATE.  An eligible Covered Employee commences
participation in the Trust and Plan on:

                           [ ] 1st day of the month

                           [ ] 1st day of the plan year

--------

*A 2-year or 24-month service requirement may be elected only in the event that
the Trust and Plan provides for full and immediate vesting.

                                        6


<PAGE>   7




                           [x]  earlier of the June 1 or December 1
                               (first day of the first month or first day of
                               the seventh month)

                           [ ] 1st day of each calendar quarter

coinciding with or next following the date such Covered Employee meets the
eligibility requirements.

                  (16)     COMPENSATION.

                  (a)      BASIC DEFINITION.  A participant's compensation
                           shall be determined on the basis of the following:

                           [ ]  Section 415 compensation as described in
                                Section 2.11(a)(i) of the Trust and Plan

                           [ ]  Modified Section 415 compensation as described
                                in Section 2.11(a)(ii) of the Trust and Plan

                           [ ]  Modified Section 3121 compensation as de-
                                scribed in Section 2.11(a)(iii) of the Trust
                                and Plan

                           [ ]  Modified Section 3401 compensation as de-
                                scribed in Section 2.11(a)(iv) of the Trust
                                and Plan

                           [x]  W-2 earnings as described in Section
                                2.11(a)(v) of the Trust and Plan for all plan
                                years

                           [ ]  W-2 earnings as described in Section
                                2.11(a)(v) of the Trust and Plan for plan
                                years commencing prior to May 10, 1990 and
                                the definition selected above for all
                                subsequent plan years

                  (b)      Safe Harbor Adjustments To Compensation

                           [x]  Compensation shall be increased for salary
                                reduction amounts under 401(k), 125, 403(b)
                                and similar plans as described in Section
                                2.11(b)(i) of the Trust and Plan

                                        7


<PAGE>   8



                           [ ]  Compensation shall be reduced by any extra
                                benefits as described in Section 2.11(b)(ii)
                                of the Trust and Plan

                  (c)      Other Exclusions From Compensation*

                           [ ]  pre-entry date compensation

                           [ ]  commissions

                           [ ]  bonuses (whether discretionary or
                                non-discretionary)

                           [ ]  commissions, overtime and bonuses (whether
                                discretionary or non-discretionary)

                           [x]  other   AUTO ALLOWANCES AND GENERAL BUSINESS
                                EXPENSE ALLOWANCES AND TAXABLE LIFE INSURANCE
                                AMOUNTS.

                           [ ]  none of the above

                  (17)     CONTRIBUTIONS.

                  (a)      PARTICIPATING COMPANY CONTRIBUTIONS.  For each plan
year, the Participating Companies may make any or all of the
following contributions to the Trust and Plan, as they so elect:

N/A          [ ]  (i)      PROFIT SHARING CONTRIBUTIONS.  A profit sharing
                           contribution in an amount equal to:

                           [ ] _______% of each eligible participant's
                               compensation**

                           [ ] ______% of each eligible participant's
                               compensation under the integration level
                               specified in Section (18) of this Adoption
                               Agreement plus ______% of such participant's

--------

     *No exclusions from compensation (other than pre-entry date compensation)
may be elected if Participating Company contributions are allocated in
accordance with the integration method described in Section (18)(a).

    **May not exceed 15%.

                                        8


<PAGE>   9



                               compensation over the integration level
                               specified in Section (18) of this Adoption
                               Agreement*

                           [ ] an amount determined by the Company for the
                               year

                           [ ] an amount determined by each Participating
                               Company for the year

N/A          [ ]   (ii)    MATCHING CONTRIBUTIONS.  A matching contribution in
                           an amount equal to:

                           [ ] _______% of each eligible participant's
                               pre-tax contributions up to a maximum
                               matching contribution of _________
                               (percentage of participant's compensation or
                               dollar amount)

                           [ ] a percentage of each eligible participant's
                               pre-tax contributions as determined by the
                               Participating Company for a match period up
                               to a maximum matching contribution of
                               _________ (percentage of participant's
                               compensation or dollar amount)

                           The match period for which matching contributions are
                           made is:

                           [ ]  week

                           [ ]  calendar month

                           [ ]  calendar quarter

                           [ ]  semi-annual

                           [ ]  plan year

                           [ ]  Company's pay period

--------

     *The lower limit must be greater than zero (0), and the upper limit may not
exceed the lower limit by more than the lesser of the lower limit, or the
greater of 5.7% or the rate of tax under Code Section 3111(a) which is
attributable to old-age insurance, as adjusted pursuant to Section 6.2(b).

                                        9


<PAGE>   10



                           [ ]  each Participating Company's pay period

N/A          [ ]     (iii) A special ADP contribution in an amount as
                           shall be determined by the Company from time to time.

                  (b)      PRE-TAX CONTRIBUTIONS.  For each plan year,
participants:

                           [x]  may make pre-tax contributions as follows:

                                [ ]  whole percentage of compensation not less
                                     than 1% nor more than 15%

                                [ ]  any amount up to _______% of compensation

                                [ ]  any amount not less than $_______ nor
                                     more than $_______

                           [ ]  may not make pre-tax contributions pursuant to
Section 5.1 of the Trust and Plan.

                  (c)      AFTER TAX CONTRIBUTIONS.*  For each plan year,
participants:

                           [ ]  may make after tax contributions of between
                                ____% and ____% compensation

                           [ ]  any amount up to _______% of compensation

                           [ ]  any amount not less than $_______ nor more
                                than $_______

                           [x]  may not make after tax contributions

--------

     *After tax contributions can be made to the Trust and Plan only if the
Company has elected to allow pre-tax contributions thereunder.

                                       10


<PAGE>   11



                  (18)     ALLOCATION OF PROFIT SHARING CONTRIBUTIONS.

N/A                        (a)      Profit sharing contributions will be
allocated in accordance with one of the following methods as described in
Section 6.2 of the Trust and Plan:

                           [ ]  relative compensation

                           [ ]  integration method with an integration level
                                of:

                                [ ]  _____% of the Social Security taxable
                                     wage base

                                [ ]  $____

                           [ ]  per capita among eligible participants

N/A               (b)      Contributions made by each Participating Company
shall be allocated among:

                           [ ]  all eligible participants

                           [ ]  eligible participants employed by such
                                Participating Company

N/A               (19)     EXCLUSIONS FROM ELIGIBILITY FOR PROFIT SHARING
ALLOCATIONS AND REALLOCATION OF FORFEITURES. The following participants shall be
excluded from receiving an allocation of profit sharing contributions pursuant
to Section 6.2 of the Trust and Plan and a reallocation of forfeitures, if
applicable, pursuant to Section 15.4 of the Trust and Plan:

                           [ ]  participants who complete fewer than ______
                                hours of service (not more than 1,000)
                                during the plan year

                           [ ]  participants whose employment terminates prior
                                to the last day of the plan year

                                       11


<PAGE>   12



                           [ ]  participants whose employment terminates
                                prior to the last day of the plan year for
                                reasons other than:

                                [ ]  retirement

                                [ ]  disability

                                [ ]  death

                  (20)     VESTING OF PARTICIPATING COMPANY CONTRIBUTIONS.

N/A               (a)      VESTING OF PROFIT SHARING CONTRIBUTIONS.  Profit
sharing contributions made by a Participating Company pursuant to Section
17(a)(i) of this Adoption Agreement will become vested pursuant to the
following schedule:

                           [ ]  Vested Percentage is 100% at all times

                           [ ]  Vested Percentage is 100% upon completion of
                                ___ years of vesting service (may not exceed
                                5)

                           [ ]  graded vesting, as follows:

<TABLE>
<CAPTION>
                           Years of                                       Vested
                           Vesting Service                                Percentage
                           ---------------                                ----------
                           <S>                                            <C>
                           Less than 1                                    ___%
                           1 but less than 2                              ___%
                           2 but less than 3                              ___%
                           3 but less than 4                              ___% (must be at least 20%)
                           4 but less than 5                              ___% (must be at least 40%)
                           5 but less than 6                              ___% (must be at least 60%)
                           6 but less than 7                              ___% (must be at least 80%)
                           7 or more                                      100%
</TABLE>

N/A               (b)      VESTING OF MATCHING CONTRIBUTIONS. Matching
contributions made by a Participating Company pursuant to Section 17(a)(ii) of
this Adoption Agreement become vested as follows:

                           [ ]  Vested Percentage is 100% at all times

                                       12


<PAGE>   13



                           [ ]  Vested Percentage is determined in accordance
                                with the vesting schedule in Section (20)(a)
                                above

N/A               (21)      VESTING IN TOP-HEAVY YEARS. The Vested Percentage
of a participant who is credited with a year of vesting service during a plan
year in which the Trust and Plan is top-heavy, will be determined as follows:

                           [ ]  Vested Percentage is determined in accordance
                                with the vesting schedule in Section (20)
                                above

                           [ ]  Vested Percentage is 100% at all times

                           [ ]  Vested Percentage is 100% upon completion of
                                __ years of vesting service (may not exceed
                                3)

                           [ ]  graded vesting, as follows:
<TABLE>
<CAPTION>
                           Years of                                       Vested
                           Vesting Service                                Percentage
                           ---------------                                ----------
                           <S>                                            <C>
                           Less than 1                                      0%
                           1 but less than 2                              ___%
                           2 but less than 3                              ___% (must be at least 20%)
                           3 but less than 4                              ___% (must be at least 40%)
                           4 but less than 5                              ___% (must be at least 60%)
                           5 but less than 6                              ___% (must be at least 80%)
                           6 or more                                      100%
</TABLE>

N/A               (22)     VESTING SERVICE EXCLUSIONS.  Vesting service
excludes any years of service or periods of service which occurred:

                           [ ]   prior to __________ (cannot be later than the
                                 effective date of the Trust and Plan)

                           [ ]   prior to the time the participant attained ___
                                 years of age (not more than 18)

                           [ ]   prior to the effective date of the Trust and
                                 Plan

                                       13


<PAGE>   14



                           [ ]   prior to the acquisition by the Controlled
                                 Group of a predecessor employer (cannot be
                                 excluded if predecessor maintained a qualified
                                 plan)

                           [ ]   for employees of __________ (division,
                                 department or location), prior to _________
                                 (cannot be later than the date employer
                                 became a Participating Company)

N/A               (23)     USE OF FORFEITURES.  Amounts forfeited under the
Trust and Plan will be:

                           [ ]   reallocated among the accounts of eligible
                                 participants

                           [ ]   used to reduce future Participating Company
                                 contributions

N/A               (24)     RECREDITING OF ACCOUNTS ON REHIRE. Amounts forfeited
following a termination of employment by a participant who is rehired by a
Participating Company prior to his incurring five (5) consecutive One Year
Breaks In Service will be:

                           [ ]   recredited to his employer contribution
                                 and/or match account as of his date of rehire

                           [ ]   recredited to his employer contribution
                                 and/or match account upon repayment to the
                                 Trust and Plan of any amounts which were
                                 previously distributed to such participant
                                 from the Trust and Plan following his
                                 previous termination of employment

                  (25)     NORMAL RETIREMENT DATE.  A participant's normal
retirement date is the day on which he meets each of the following
requirements:

                           [x]   attains age 65 (not less than 55 nor more
                                 than 65)

                           [x]   completes 5 years of participation (not to
                                 exceed 5 years)

                                       14


<PAGE>   15

N/A               (26)     EARLY RETIREMENT DATE. A participant's early
retirement date is the day on which he retires from the employ of the
Controlled Group subsequent to the date he meets all of the following
requirements:

                           [ ]  attains age ______

                           [ ]  completes ______ years of participation

N/A               (27)     PERMANENT AND TOTAL DISABILITY.  Permanent and total
disability will be determined on the basis of:

                           [ ]  Social Security definition contained in
                                Section 2.30(a) of the Trust and Plan

                           [ ]  alternative definition contained in Section
                                2.30(b) of the Trust and Plan

                  (28)     FORMS OF BENEFIT.  Distributions upon termination of
employment, retirement, disability and death will be made in accordance with:

                           [x]  Article XVIII of the Trust and Plan
                                (Non-Annuity Forms)

                           [ ]  Article XVIII-A of the Trust and Plan (Normal
                                Form - Annuity)

                           [ ]  Article XVIII-A of the Trust and Plan (Normal
                                Form - Lump Sum unless Annuity Form elected)

                  (a)      NON-ANNUITY FORMS OF BENEFIT.  Distributions made in
accordance with Article XVIII or XVIII-A of the Trust and Plan in
a non-annuity form will be permitted in the following form(s):

                           [x]  lump sum form

                           [ ]  installment payments over a period of years
                                    (not to exceed _____ years)

                                       15


<PAGE>   16



                           [ ]  installment payments over the maximum
                                permissible years under Section 401(a)(9) of
                                the Code

N/A               (b)      ANNUITY FORMS OF BENEFIT. Distributions made in
accordance with Article XVIII-A of the Trust and Plan in an annuity form will
be permitted in the following form(s):

                           [ ]  life annuity form

                           [ ]  spouse's annuity form

                           [ ]  joint and survivor form

                           [ ]  life-period certain form over ___ year period

                           [ ]  full cash refund life annuity form

                           [ ]  lump sum form

                           [ ]  installment payments over a period of years
                                (not to exceed ____ years)

N/A               (c)      TIMING OF INSTALLMENT PAYMENTS.  Installment
payments, if permitted pursuant to (a) or (b) above, will be made on the
following basis:

                           [ ]   monthly

                           [ ]   quarterly

                           [ ]   semi-annually

                           [ ]   annually

                  (29)     BENEFIT COMMENCEMENT DATE.  In the event of the
termination of employment of a participant for any reason other than his
death, disability or retirement, distribution shall be

                                       16


<PAGE>   17

made or shall commence to be made pursuant to Section 15.2 of the Trust and Plan
as of the date specified below:

                  (a)      if the value of his vested interest is $3,500 or
                           less (not more than $3500):

                           [x]  as soon as reasonably possible following his
                                termination of employment

                           [ ]  as soon as reasonably possible following the
                                close of the plan year in which occurs his
                                termination of employment

                           [ ]  as soon as reasonably possible following the
                                close of the calendar quarter in which occurs
                                his termination of employment

                           [ ]  as soon as reasonably possible following the
                                close of the half-year in which occurs his
                                termination of employment

                           [ ]  as soon as reasonably possible following the
                                valuation date which next follows the date
                                on which occurs his termination of
                                employment

                           [ ]  at the same time as indicated in (b) below if
                                his vested interest were a larger amount

                  (b)      if the value of his vested interest is in excess of
                           $3,500 (not more than $3500):

                           [x]  as soon as reasonably possible following the
                                close of the plan year in which his normal
                                retirement date occurs, or as of such earlier
                                date as the participant shall select provided
                                such earlier date is not earlier than an
                                administratively reasonable period beyond the
                                date of his termination of employment

                           [ ]  as soon as reasonably possible following the
                                close of the plan year in which his normal
                                retirement date occurs, or as of such
                                earlier date as the participant shall select
                                provided such earlier date is not earlier
                                than

                                _______________________________________________

                                _______________________________________________



                                       17


<PAGE>   18



                    / / as of the date specified below determined on
                        the basis of the amount of his vested
                        interest:

                        (i)     if the value of his vested interest is
                                greater than $_________ (not more than
                                $3,500), but not in excess of
                                $_____________________, the distribution
                                shall be made or shall commence as soon
                                as reasonably possible following the
                                close of the plan year in which his
                                normal retirement date occurs, or as of
                                such earlier date as the participant
                                shall select provided such earlier date
                                is not earlier than an administratively
                                reasonable period beyond the date of his
                                termination of employment; or

                        (ii)    if the value of his vested interest is in
                                excess of $______________________, the
                                distribution shall be made or shall
                                commence as soon as reasonably possible
                                following the close of the plan year in
                                which his normal retirement date occurs,
                                or as of such earlier date as the
                                participant shall select provided such
                                earlier date is not earlier than an
                                administratively reasonable period beyond
                                _________________________________________

                                _________________________________________

Except as otherwise permitted by the Adoption Agreement pursuant to Section 18.1
or 18.1A of the Trust and Plan, and pursuant to the election of the participant,
distributions must be made or commence to be made not later than sixty (60) days
after the close of the plan year in which the participant's normal retirement
date occurs.

                  (30)     DELAYED DISTRIBUTION.  Following termination of
employment, distributions:



                    /x/ will commence as of the dates specified in
                        Articles XV, XVI and XVII of the Trust and
                        Plan

                                       18


<PAGE>   19



                       / / may be deferred by election of the participant
                           or his beneficiary subject to Sections 18.5
                           and 18.9A of the Trust and Plan

                       / / may be deferred by election of the participant
                           or his beneficiary subject to Sections 18.5
                           and 18.9A of the Trust and Plan and the
                           following additional restrictions: __________
                           _____________________________________________
                           _____________________________________________

                  (31)     INSURANCE.  The purchase of insurance at the
direction of the participant:

                                / / is permitted

                                /x/ is not permitted

If the purchase of insurance is permitted above, it will be purchased as
follows:

                                / / at the direction of the participant

                                / / on behalf of all participants meeting the
                                    following requirements (specify): __________
                                    ____________________________________________
                                    ____________________________________________

                  (32)     LOANS.  Loans:

                                /x/ are permitted in any circumstances upon
                                    approval of loan application

                                / / are permitted only in the following limited
                                    circumstance(s) and upon approval of the
                                    loan application

                                        / / in the event the participant would
                                            otherwise qualify for a hardship
                                            distribution, but for the
                                            availability of a plan loan or
                                            other assets

                                        / / Other (specify): ___________________
                                            ____________________________________

                                       19


<PAGE>   20



                                / / are not permitted

                  If permitted, loans may be made from the following accounts:

                                /x/ all accounts

                                / / pre-tax account

                                / / match account

                                / / employer contribution account

                                / / special ADP account

                                / / personal account

                  (33)     MINIMUM AMOUNT OF LOANS.  If loans are permitted
under Section (32) above, the minimum amount of any loan is:


                                /x/ $  1,000.00

                                / / no minimum

                  (34)     WITHDRAWALS AND HARDSHIP.

                  (a)      WITHDRAWALS FROM PRE-TAX ACCOUNT.  Withdrawals from
pre-tax accounts:


                                / / are permitted after age 59-1/2 (must be at
                                    least age 59-1/2)

                                / / are not permitted

                                / / not applicable

N/A               (b)      WITHDRAWALS OF QUALIFIED NONELECTIVE CONTRIBUTIONS.
Withdrawals from accounts that contain qualified nonelective contributions:

                                / / are permitted after age ____________ (must
                                    be at least age 59-1/2)

                                       20


<PAGE>   21




                                / / are not permitted

                                / / not applicable

N/A               (c)      WITHDRAWALS FROM EMPLOYER CONTRIBUTION ACCOUNT.
Withdrawals from employer contribution accounts:

                                / / are permitted after:

                                    CHOOSE ONE:

                                     / / the amounts have been credited to such
                                         account for at least 2 years

                                     / / the participant has completed a minimum
                                         of 5 years of service

                                / / are permitted after age __________

                                / / are not permitted

N/A               (d)      WITHDRAWALS FROM MATCH ACCOUNTS.  Withdrawals from
match accounts:

                                / / are permitted after:

                                    Choose one:

                                    / / the amounts have been credited to such
                                        account for at least 2 years

                                    / / the participant has completed a minimum
                                        of 5 years of service

                                / / are permitted after age __________

                                / / are not permitted

                                / / not applicable

                                       21


<PAGE>   22



                  (e)      WITHDRAWALS FROM ROLLOVER ACCOUNTS.  Withdrawals
from rollover accounts:


                                /x/ are permitted

                                / / are not permitted

N/A               (f)      WITHDRAWALS FROM AFTER TAX ACCOUNTS.  Withdrawals
from after tax accounts:

                                / / are permitted

                                / / are not permitted

N/A               (g)      WITHDRAWALS FROM PRE-87 IRA ACCOUNTS.  Withdrawals
from Pre-87 IRA accounts:

                                / / are permitted

                                / / are permitted after age ______

                                / / are permitted for hardship

                                / / are not permitted

                  (h)      HARDSHIP DISTRIBUTIONS.  Hardship distributions:


                                /x/ are permitted

                                / / are not permitted

                  (35)     MINIMUM AMOUNT OF WITHDRAWALS.  If withdrawals are
permitted under Section (34) above, the minimum amount of any withdrawal shall
be:

                                       22


<PAGE>   23



                                / / the lesser of $________ or the total vested
                                    amount credited to the participants accounts
                                    from which a withdrawal may be made


                                /x/ no minimum

                  (36)     ROLLOVER CONTRIBUTIONS.  Rollover contributions from
another qualified retirement plan:


                                /x/ are permitted

                                / / are not permitted

                  (37)     APPOINTMENT OF TRUSTEE.  The Company hereby
designates the following institution or person(s) as Trustee(s) under the
Trust and Plan:

                              Ameritrust Company N.A.
                              _______________________________
                              _______________________________
                              _______________________________

                  (38)     APPOINTMENT OF ADMINISTRATOR.  The Company hereby
designates RPM, Inc. as the Administrator of the Trust and Plan.

                  (39)     411(d)(6) Protection.  Benefits protected under
Section 411(d)(6) of the Code, if any, are:

                              None
                              ______________________________
                              ______________________________
                              ______________________________

                                       23


<PAGE>   24



                  These benefits are protected with respect to:

                                / / pre-Adoption Date account only

                                / / total account

                  (40)     TOP HEAVY PROVISIONS.

                  (a) TOP-HEAVY MINIMUM BENEFIT. If this Trust and Plan is
top-heavy for a plan year and if a participant who is a non-key employee is also
a participant in any defined benefit or defined contribution plan maintained by
a Participating Company, the top-heavy minimum benefit shall be provided as
follows:


               /x/  the minimum benefit required under Code Section 416(c)(l) or
                    Code Section 416(h)(2)(A)(ii) shall be provided under one of
                    the defined benefit plans in a manner such that the benefit
                    provided under such defined benefit plan shall be offset by
                    the actuarial equivalent of the amounts, if any, credited to
                    the participant's accounts under this Trust and Plan and any
                    other defined contribution plan maintained by a
                    Participating Company for such top-heavy year or years

              / /   the minimum benefit required under Code Section 416(c)(l) or
                    Code Section 416(h)(2)(A)(ii) shall be provided under one of
                    the defined benefit plans maintained by the Participating
                    Company

              / /   the minimum contribution required under Regulation Section
                    1.416-1(m)(12) or Regulation Section 1.416-1(m)(14) shall be
                    provided under one of the defined contribution plans
                    maintained by the Participating Company

                  (b)      PRESENT VALUE.  For purposes of establishing present
value to compute the top-heavy ratio, any benefit shall be discounted only for
mortality and interest based on the following:

                                       24


<PAGE>   25



                  INTEREST RATE:  8% FOR ALL FORMS OF BENEFIT EXCEPT LUMP
                  SUM AND, WITH RESPECT TO LUMP SUM DISTRIBUTIONS, A RATE
                  EQUAL TO THE K-1 INTEREST RATE IN EFFECT 3 MONTHS PRIOR
                  TO THE LUMP SUM DISTRIBUTION ESTABLISHED BY THE PENSION
                  BENEFIT GUARANTY CORPORATION FOR DEFERRED ANNUITIES UNDER
                  REG. SEC. 2619.45 BUT IN NO EVENT GREATER THAN A RATE OF
                  10%

                  MORTALITY TABLE:  UNISEX PENSION 1984 MORTALITY TABLE
                  RATES WITH AN AGE SET BACK OF 1 YEAR FOR EMPLOYEES AND 2
                  YEARS FOR BENEFICIARIES

                  (c)      VALUATION DATE.  For purposes of computing the
top-heavy ratio, the valuation date shall be:


                                /X/ the last day of the plan year

                                / / other (specify):  ___________________

                                    _____________________________________

                  (41) EXCESS ANNUAL ADDITIONS. If a Participating Company
maintains more than one qualified plan and the limitations set forth in Sections
24.1 and 24.2 of the Trust and Plan are exceeded, the benefits of a participant
who participates in more than one such plan will be reduced in the following
order:

                  (a)      FIRST, ALLOCATIONS MADE UNDER THIS TRUST AND
                           PLAN SHALL BE REDUCED;

                  (b)      SECOND, PROJECTED BENEFITS UNDER THE RPM, INC.
                           RETIREMENT PLAN SHALL BE REDUCED; AND

                  (c)      ACCRUED BENEFITS UNDER THE RPM, INC.
                           RETIREMENT PLAN SHALL BE REDUCED.

                                       25


<PAGE>   26



                  (42) RELIANCE. The Company may not rely on a notification
letter issued by the National or District Office of the Internal Revenue Service
as evidence that the Trust and Plan is qualified under Section 401 of the Code.
In order to obtain reliance with respect to plan qualification, the Company must
apply to the appropriate key district office for a determination letter.

                  (43) SPONSOR INFORMATION.  The name, address and
telephone number of the Sponsor of this regional prototype plan are:

                           Calfee, Halter & Griswold
                           1800 Society Building
                           Cleveland, Ohio  44114
                           (216) 622-8200

Inquiries regarding adoption of the Trust and Plan, the meaning of any
provisions of the Trust and Plan, or the effect of the notification letter
should be directed to the sponsor at the address set forth above.

                  (44) AMENDMENT OR DISCONTINUANCE OF PLAN. The Sponsor of this
regional prototype plan will inform the Company of any amendments made to the
plan or the discontinuance thereof.

                  (45) IMPROPER COMPLETION OF ADOPTION AGREEMENT.  Failure
to properly complete this Adoption Agreement may result in disqualification of
the Trust and Plan.

                  (46) BASIC PLAN DOCUMENT.  This Adoption Agreement may be
used only in conjunction with basic plan document 01.

                                       26


<PAGE>   27



                  IN WITNESS WHEREOF, the Company and the Participating
Companies, by their duly authorized officers, have caused this Adoption
Agreement to be executed this 20th day of August, 1992.

  RPM, INC.
_____________________________            ______________________________
("Company")                              ("Participating Companies")

By  /s/ Thomas C. Sullivan
   ___________________________

And /s/ Paul A. Granzier
   __________________________
                                         AGR Company
                                         Alox Corporation
                                         American Emulsions Co., Inc.
                                         Bondex International, Inc.
                                         Bradshaw - Praeger & Co., Inc.
                                         Briner Paint Mfg. Co., Inc.
                                         Carboline Company
                                         Chemical Specialties Manufacturing
                                               Corporation
                                         Chemical Coatings, Inc.
                                         Consolidated Coatings Corporation
                                         Craft House Corporation
                                         Day-Glo Color Corp.
                                         Design/Craft Fabric Corporation
                                         Floquil-Polly S Color Corp.
                                         Haartz-Mason, Inc.
                                         Kop-Coat, Inc.
                                         Mameco International Inc.
                                         Mohawk Finishing Products, Inc.
                                         Paramount Technical Products, Inc.
                                         PCI Industries, Inc.
                                         Republic Powdered Metals, Inc.
                                         Richard S. Thibaut, Inc.
                                         RPM World Travel, Inc.
                                         Talsol Corporation
                                         The Testor Corporation
                                         Westfield Coatings Corporation
                                         Wm. Zinnser & Co., Inc.
                                         Wisconsin Protective Coatings Corp.
                                         Society National Bank as Successor By
                                          Merger to Ameritrust Company National
                                          Association

<PAGE>   28



                  The undersigned Trustee hereby executes and agrees to act as
Trustee under the Trust and Plan.

                                        SOCIETY NATIONAL BANK AS
                                        SUCCESSOR BY MERGER TO
                                        AMERITRUST COMPANY NATIONAL
                                        ASSOCIATION

                                      By____________________________

                                      And___________________________

                  Calfee, Halter & Griswold, by its duly authorized
representative, hereby acknowledges receipt of and accepts the foregoing
Adoption Agreement this 11th day of June, 1993.

                                        CALFEE, HALTER & GRISWOLD
                                        ("Regional Prototype Sponsor")

                                       By: ________________________

                                       28


<PAGE>   29



                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

                       ATTACHMENT A TO ADOPTION AGREEMENT
                       ----------------------------------
                                CONTROLLED GROUP
                                ----------------

                           AGR Company
                           Alox Corporation
                           Alox International Sales Corporation
                           American Emulsions Co., Inc.
                           Beta Chem, Inc.
                           Bondex International, Inc.
                           Bondex International (Canada) Ltee. Ltd.
                           Bradshaw-Praeger & Co., Inc.
                           Briner Paint Mfg. Co.
                           BSP Systems, Inc.
                           Cal-O-Cam, Inc.
                           Carboline Company
                           Carboline Dubai Corporation
                           Carboline International Corporation
                           Carboline World Wide Corporation
                           Carboline/Ferro Powder Coatings Company
                           Chemical Specialties Manufacturing Corporation
                           Chemical Coatings, Inc.
                           Consolidated Coatings Corporation
                           Craft House Corporation
                           Day-Glo Color Corp.
                           Design/Craft Fabric Corporation
                           Euchem
                           Euchem, Inc.

                                       29


<PAGE>   30




                           First Colonial Insurance Company, Inc.
                           Floquil-Polly S Color Corp.
                           Fopeco, Inc.
                           H. Behlen & Bro., Inc.
                           Haartz-Mason, Inc.
                           Kop-Coat, Inc.
                           L.D. Wracm, Inc.
                           Label Systems Corporation
                           Lubraspin Corporation
                           Mameco International, Inc.
                           Map II, Inc.
                           Martin Mathys N.V.
                           Mohawk Finishing Products, Inc.
                           Paramount Technical Products, Inc.
                           PCI Industries, Inc.
                           Radiant Color N.V.
                           Redwood Transport, Inc.
                           Republic D & B, Inc.
                           Republic Powdered Metals, Inc.
                           Richard E. Thibaut, Inc.
                           RPM/Belgium N.V.
                           RPM/Europe B. V.
                           RPM/France S.A.
                           RPM, Inc.
                           RPM/Luxembourg S.A.
                           RPM/Netherlands B.V.
                           RPM of Mass., Inc.

                                       30


<PAGE>   31



                           RPM of North Carolina, Inc.
                           RPM World Trade
                           RPM World Travel, Inc.
                           RPOW (France) S.A.
                           Select Dye & Chemical, Inc.
                           Talsol Corporation
                           The Euclid Chemical Corporation
                           (General Partnership)
                           The Euclid Chemical International Sales Corp.
                           The Testor Corporation
                           U.S. Polymerics, Inc.
                           Westfield Coating Corporation
                           Westgate Advertising, Inc.
                           William Zinnser & Co., Inc.
                           Wisconsin Protective Coatings Corp.



                                       31


<PAGE>   32



                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

                       ATTACHMENT B TO ADOPTION AGREEMENT
                       ----------------------------------
                             PARTICIPATING COMPANIES
                             -----------------------

                                                Adoption          Cessation
Name                                              Date               Date
----                                              ----               ----

AGR Company                                 June 1, 1992

Alox Corporation                            June 1, 1992

American Emulsions Co., Inc.                June 1, 1992

Bondex International, Inc.                  June 1, 1992

Bradshaw-Praeger & Co., Inc.                June 1, 1992

Briner Paint Mfg. Co., Inc.                 June 1, 1992

Carboline Company                           June 1, 1992

Chemical Specialties Manufacturing
Corporation                                 June 1, 1992

Chemical Coatings, Inc.                     June 1, 1992

Consolidated Coatings Corporation           June 1, 1992

Craft House Corporation                     June 1, 1992

Day-Glo Color Corp.                         June 1, 1992

Design/Craft Fabric Corporation             June 1, 1992

Floquil-Polly S Color Corp.                 June 1, 1992

Haartz-Mason, Inc.                          June 1, 1992

Kop-Coat, Inc.                              Dec. 1, 1992

Mameco International, Inc.                  June 1, 1992

Mohawk Finishing Products, Inc.             June 1, 1992

Paramount Technical Products, Inc.          June 1, 1992

PCI Industries, Inc.                        June 1, 1992

Republic Powdered Metals, Inc.              June 1, 1992

Richard E. Thibaut, Inc.                    June 1, 1992

                                       32


<PAGE>   33


                                                Adoption          Cessation
Name                                              Date               Date
----                                              ----               ----

RPM, Inc.                                   June 1, 1992

RPM World Travel, Inc.                      June 1, 1992

Talsol Corporation                          June 1, 1992

The Testor Corporation                      June 1, 1992

Westfield Coatings Corporation              June 1, 1992

William Zinnser & Co., Inc.                 June 1, 1992

Wisconsin Protective Coatings Corp.         June 1, 1992







                                       33


<PAGE>   34




                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

                       ATTACHMENT C TO ADOPTION AGREEMENT
                       ----------------------------------
                PARTICIPATING COMPANIES COVERING HOURLY EMPLOYEES
                -------------------------------------------------

                       AGR Company
                       Carboline Company
                       Consolidated Coatings Corporation
                       Craft House Corporation
                       Day-Glo Color Corp.
                       Floquil-Polly S Color Corp.
                       Kop-Coat, Inc.
                       Mohawk Finishing Products, Inc.
                       Paramount Technical Products, Inc.
                       Republic Powdered Metals, Inc.
                       The Testor Corporation
                       Wisconsin Protective Coatings Corp.


                                       34


<PAGE>   35
                        RETIREMENT SAVINGS TRUST AND PLAN
                        ---------------------------------

                            A REGIONAL PROTOTYPE PLAN
                                  SPONSORED BY

                            CALFEE, HALTER & GRISWOLD
                               800 Superior Avenue
                                   Suite 1800
                              Cleveland, Ohio 44114
                                 (216) 622-8200





                   NOTICE/CONFIDENTIAL - COPYRIGHTED MATERIAL
                   ------------------------------------------

                  This document is protected under the copyright laws of the
United States and international copyright treaties, and contains proprietary,
confidential information of Calfee, Halter & Griswold. Any use, duplication,
publication, display, modification, adaptation or dissemination of this document
or its contents requires the express written permission of Calfee, Halter &
Griswold.

                   Copyright, 1991, Calfee, Halter & Griswold
                              All Rights Reserved.


<PAGE>   36



                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>

                                                                   ARTICLE NO.
                                                                   -----------

<S>                                                                     <C>
INTRODUCTION                                                              I

    Purpose                                                              1.1
    Qualification                                                        1.2

DEFINITIONS                                                               II

    Accounts                                                             2.1
    Active Participant                                                   2.2
    Administrator                                                        2.3
    Allocation Date                                                      2.4
    Annuity Starting Date                                                2.5
    Beneficiary                                                          2.6
    Board                                                                2.7
    Code                                                                 2.8
    Committee                                                            2.9
    Company                                                             2.10
    Compensation                                                        2.11
    Controlled Group                                                    2.12
    Covered Employee                                                    2.13
    Date of Hire                                                        2.14
    Distribution Account                                                2.15
    Earned Income                                                       2.16
    Effective Date                                                      2.17
    Employee                                                            2.18
    ERISA                                                               2.19
    Excess Compensation                                                 2.20
    Highly Compensated Employee                                         2.21
    Integration Level                                                   2.22
    Leased Employee                                                     2.23
    Military Service                                                    2.24
    Net Profits                                                         2.25
    Normal Retirement Date                                              2.26
    Owner-Employee                                                      2.27
    Participant                                                         2.28
    Partner-Employee                                                    2.29
    Permanent and Total Disability                                      2.30
    Personal Accounts                                                   2.31
    Plan Year                                                           2.32
    Qualified Nonelective Contribution                                  2.33
    Related Employer                                                    2.34
    Restatement Date                                                    2.35
    Self-Employed Individual                                            2.36
    Taxable Wage Base                                                   2.37
    Taxable Year                                                        2.38
    Total Remuneration                                                  2.39
    Trust and Plan                                                      2.40

</TABLE>


                                      (ii)


<PAGE>   37

<TABLE>
<CAPTION>
                                                           ARTICLE NO.
                                                           -----------
<S>                                                          <C>
    Trustee                                                     2.41
    Vested Interest                                             2.42
    Vested Percentage                                           2.43
    Other Terms Defined                                         2.44

SERVICE                                                          III

    Service Based on the Elapsed Time Method                     3.1
    Service Based on the Hours Method                            3.2
    Service With Predecessor Employer                            3.3

ELIGIBILITY AND PARTICIPATION                                     IV

    Eligibility Requirements                                     4.1
    Entry Date                                                   4.2
    Reemployment                                                 4.3
    Active and Inactive Participants                             4.4

PRE-TAX CONTRIBUTIONS                                              V

    Election of Pre-Tax Contributions                            5.1
    Limitations on Pre-Tax Contributions                         5.2
    Changes in Elections                                         5.3
    Payment to Trustee                                           5.4
    Pre-Tax Accounts                                             5.5
    Suspension of Pre-Tax Contributions                          5.6

PARTICIPATING COMPANY CONTRIBUTIONS                               VI

    Types of Contributions                                       6.1
    Employer Contributions                                       6.2
    Matching Contributions                                       6.3
    Special ADP Contribution                                     6.4
    Payment to Trustee                                           6.5
    Accounts                                                     6.6

AFTER TAX CONTRIBUTIONS                                          VII

    Amount of After Tax Contributions                            7.1
    Changes in Payroll Deductions                                7.2
    Payment to Trustee                                           7.3
    After Tax Accounts                                           7.4
    Deductible Voluntary Contributions                           7.5

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS                     VIII

    Contributions are Subject to Limitations                     8.1
    The Dollar Limit                                             8.2
    Deferral Percentage Limit                                    8.3

</TABLE>


                                      (iii)


<PAGE>   38

<TABLE>
<CAPTION>

                                                               ARTICLE NO.
                                                               -----------

<S>                                                                <C>
    Contribution Percentage Limit                                      8.4
    Multiple Use                                                       8.5
    Deductibility Limit                                                8.6
    Correcting Excess Contributions                                    8.7

INVESTMENT FUNDS AND DIRECTION OF INVESTMENT                            IX

    Participant Direction of Investments                               9.1
    Investment Funds                                                   9.2
    Procedures for Direction of Investment                             9.3
    Change of Direction of Investment                                  9.4
    Valuation of Investment Funds                                      9.5
    Direction of Investments Not Permitted                             9.6

INSURANCE CONTRACTS                                                      X

    Purchase of Insurance Contracts                                   10.1
    Premium Payments                                                  10.2
    Accumulation of Dividends, Etc.                                   10.3
    Insufficient Funds for Paying Premiums                            10.4
    Contract Provisions                                               10.5
    No Insurance Beyond Retirement                                    10.6
    Cash Surrender Values                                             10.7
    Purchase of Contract on Cessation of
        Active Participation                                          10.8

ACCOUNTS                                                                XI

    Establishment of Accounts                                         11.1
    Crediting of Accounts                                             11.2
    Valuation of Assets                                               11.3
    Valuation of Investment Funds                                     11.4
    Interim Valuation of Assets                                       11.5

LOANS                                                                  XII

    Loan Administration and Applications                              12.1
    Terms and Conditions of Loans                                     12.2
    Payment of Prior Loans                                            12.3
    Shareholder-Employee Defined                                      12.4

WITHDRAWALS FROM ACCOUNTS                                             XIII

    Restrictions on Withdrawals                                       13.1
    Withdrawals from Accounts                                         13.2
</TABLE>

                                      (iv)


<PAGE>   39

<TABLE>
<CAPTION>

                                                                  ARTICLE NO.
                                                                  -----------

<S>                                                                 <C>
    Termination of Withdrawal Rights                                   13.3
    Spouse's Consent                                                   13.4

HARDSHIP DISTRIBUTIONS                                                  XIV

    Hardship Distributions                                             14.1
    Immediate and Heavy Financial Need                                 14.2
    Determination of Amount Necessary to
        Satisfy an Immediate and Heavy
        Financial Need                                                 14.3
    Permitted Distributions                                            14.4
    Method of Distribution                                             14.5
    Administration of Hardship Provisions                              14.6
    Spouse's Consent                                                   14.7

TERMINATION OF EMPLOYMENT                                                XV

    Eligibility for Distribution                                       15.1
    Commencement of Distributions                                      15.2
    Vesting and Forfeitures                                            15.3
    Reallocation of Forfeitures                                        15.4
    Forfeitures Used to Reduce Contributions                           15.5
    Rehired Participants                                               15.6

RETIREMENT BENEFITS                                                     XVI

    Normal Retirement                                                  16.1
    Early Retirement                                                   16.2
    Late Retirement                                                    16.3
    Disability Retirement                                              16.4
    Application for Benefits                                           16.5

DEATH                                                                  XVII

    Death of a Participant                                             17.1
    Death of a Retired or Terminated
        Participant Prior to Commencement
        of Benefits                                                    17.2
    Death of a Retired or Terminated
        Participant after Commencement
        of Benefits                                                    17.3
    Beneficiary of a Participant                                       17.4
    Designation of Alternate Beneficiary                               17.5
    Qualified Preretirement Survivor Annuity                           17.6
    Administrator to Notify Trustee                                    17.7

</TABLE>


                                       (v)


<PAGE>   40

<TABLE>
<CAPTION>

                                                                  ARTICLE NO.
                                                                  -----------

<S>                                                                <C>
    Incomplete Disposition                                              17.8
    Ambiguity of Beneficiary Designation                                17.9

DISTRIBUTIONS                                                          XVIII

    Date of Distributions                                               18.1
    Method of Distribution                                              18.2
    Administering Distribution of Accounts                              18.3
    Lump Sum Payment of Small Amounts                                   18.4
    Restrictions                                                        18.5
    Lump Sum Value of Installment Method
        of Distributions                                                18.6
    Revaluation of Undistributed Amounts                                18.7
    Responsibility of Trustee Regarding
        Distributions                                                   18.8

DISTRIBUTIONS - ANNUITY OPTION                                        XVIII-A

    Date of Distribution                                                18.1A
    Normal Method                                                       18.2A
    Annuity Methods of Distribution                                     18.3A
    Optional Methods of Distribution                                    18.4A
    Notice of Methods of Distribution                                   18.5A
    Election of Annuity Contract or
      Optional Method of Payment                                        18.6A
    Lump Sum Payment of Small Amounts                                   18.7A
    Lump sum Value of Optional Methods
        of Distribution                                                 18.8A
    Revaluation of Undistributed Amounts                                18.9A
    Restrictions on Distributions                                      18.10A
    Responsibility of Trustee Regarding
        Distributions                                                  18.11A

THE TRUSTEE, ITS POWERS AND DUTIES                                       XIX

    Obligations and Duties                                              19.1
    Resignation by Trustee                                              19.2
    Administration Expenses                                             19.3
    Ownership of Insurance Contracts                                    19.4
    Receipts and Releases                                               19.5
    Segregation of Assets                                               19.6
    Co-Trustees                                                         19.7
    Liability of Trustee                                                19.8

</TABLE>



                                      (vi)


<PAGE>   41

<TABLE>
<CAPTION>

                                                                  ARTICLE NO.
                                                                  -----------
<S>                                                            <C>
INVESTMENTS                                                              XX

    Investment Powers and Duties of Trustee                             20.1
    Investment Manager                                                  20.2
    Income from Investments                                             20.3
    Prohibited Transactions                                             20.4

ADMINISTRATION                                                           XXI

    The Administrator                                                   21.1
    Denial of Application for Benefits                                  21.2
    Retirement Savings Committee                                        21.3
    Committee Procedures                                                21.4
    Operation of Committee                                              21.5
    Appeal Process                                                      21.6
    Liability of Committee Members                                      21.7

PROHIBITION AGAINST ALIENATION                                          XXII

    Definitions                                                         22.1
    General Prohibition on Alienation                                   22.2
    Distribution of Assets on Death                                     22.3
    No Right to Benefits by Alternate Payee                             22.4
    Notification of Parties and Determination
        Whether Qualified                                               22.5
    Interim Procedures                                                  22.6
    Investment of Separate Account                                      22.7
    Review Procedures                                                   22.8
    Status of Alternate Payee                                           22.9

TOP-HEAVY PROVISIONS                                                   XXIII

    Restrictions                                                        23.1
    Determination of Top-Heavy Status                                   23.2
    Top-Heavy Minimum Contributions                                     23.3
    Top-Heavy Vesting                                                   23.4
    Vesting upon Cessation of Top-Heavy Status                          23.5
    Determination of Super Top-Heavy Plan                               23.6
    Limitations on Annual Additions Under
        Top-Heavy Plan                                                  23.7

LIMITATIONS ON ANNUAL ADDITIONS                                         XXIV

    Definitions                                                         24.1
    Limitation on Benefits                                              24.2
</TABLE>

                                      (vii)


<PAGE>   42

<TABLE>
<CAPTION>

                                                                  ARTICLE NO.
                                                                  -----------

<S>                                                                <C>
    Reduction of Excess Benefits                                        24.3
    Suspense Account                                                    24.4

ROLLOVERS AND TRANSFERS INVOLVING OTHER
QUALIFIED RETIREMENT PLANS                                               XXV

    Rollovers and Transfers from Other Tax
        Qualified Plans                                                 25.1
    Transfer to Another Qualified Retirement
        Plan                                                            25.2

PARTICIPATING COMPANIES                                                 XXVI

    Identity of Participating Companies                                 26.1
    Authority of Company                                                26.2

AMENDMENT AND TERMINATION                                              XXVII

    Power to Amend and Terminate Plan                                   27.1
    Changes in Vesting Provisions                                       27.2
    Termination of Plan                                                 27.3
    Partial Termination of Plan or Complete
        Discontinuance of Contributions                                 27.4

MISCELLANEOUS                                                         XXVIII

    Special Rule Relating to Owner-Employees                            28.1
    Insurance Company Not a Party                                       28.2
    Bankruptcy or Insolvency                                            28.3
    Mergers, Consolidations and Transfers
        of Assets                                                       28.4
    No Employment, Legal or Equitable
        Right Created                                                   28.5
    Prohibition on Reversions                                           28.6
    Spousal Consent                                                     28.7
    Procedures for Spousal Consent                                      28.8
    Gender                                                              28.9
    Headings                                                            28.10
    Indemnification                                                     28.11
    Applicable Law                                                      28.12
    Compliance with Internal Revenue Code                               28.13

</TABLE>




                                     (viii)


<PAGE>   43



                                    ARTICLE I
                                    ---------

                                  INTRODUCTION
                                  ------------

                  1.1 PURPOSE. This Trust and Plan is created for the purpose of
providing benefits to the participants in this Trust and Plan upon their
retirement and for the purpose of providing such other benefits to such
participants and their beneficiaries as are hereinafter described.

                  1.2 QUALIFICATION.  The Trust and Plan is intended to
qualify under Sections 401(a), 401(k) and 501(a) of the Code.

                                  INTRODUCTION
                                       1-1


<PAGE>   44



                                   ARTICLE II
                                   ----------

                                   DEFINITIONS
                                   -----------

         Unless the context otherwise indicates, the following terms used herein
shall have the following meanings whenever used in this instrument, regardless
of capitalization:

                  2.1 ACCOUNTS. The word "accounts" shall mean "pre-tax
accounts" established pursuant to Article V hereof, "employer contribution
accounts," "special ADP accounts" and "match accounts" established pursuant to
Article VI hereof, "after tax accounts" established pursuant to Article VII
hereof which shall be further denominated as either "pre-87 after tax accounts"
or "post-86 after tax accounts", "pre-87 IRA accounts" established pursuant to
Section 7.5 hereof, "distribution accounts" established pursuant to Article XV
hereof and "rollover accounts" established pursuant to Article XXV hereof.

                  2.2 ACTIVE PARTICIPANT.  The words "active participant"
shall mean a participant during any period he is a Covered Employee
at a Participating Company.

                  2.3 ADMINISTRATOR. The word "Administrator" shall mean the
person or persons, corporation or partnership designated as Administrator under
Section (38) of the Adoption Agreement and Article XXI hereof.

                  2.4 ALLOCATION DATE.  The words "allocation date" shall
mean the last day of each plan year.

                                   DEFINITIONS
                                       2-1


<PAGE>   45



                  2.5 ANNUITY STARTING DATE. The words "annuity starting date"
shall mean for any participant the first day of the first period for which he
receives an amount paid as an annuity or in any other form by reason of his
termination of employment, retirement or disability under the terms of this
Trust and Plan.

                  2.6 BENEFICIARY. The word "beneficiary" shall mean any person,
other than an alternate payee as defined in Section 22.1, who receives or is
designated to receive payment of any benefit under the terms of this Trust and
Plan because of the death of a participant.

                  2.7 BOARD. The word "Board" shall mean the Board of a
corporation or the corresponding Board or Committee of a partnership or other
entity or the proprietor in the case of a proprietorship or the Board of
Trustees in the case of a non-profit corporation.

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

                  2.9 COMMITTEE.  The word "Committee" shall mean the
Retirement Savings Committee constituted under the provisions of
Article XXI of this Trust and Plan.

                2.10 COMPANY. The word "Company" shall mean the entity
designated in Section (1) of the Adoption Agreement or any other business
organization which shall assume the obligations of such entity under this Trust
and Plan.

                2.11 COMPENSATION.  The word "compensation" shall mean
certain remuneration paid to an employee by a Participating Company

                                   DEFINITIONS
                                       2-2


<PAGE>   46



determined in accordance with one of the definitions contained in subsection (a)
hereof as selected in Section (16)(a) of the Adoption Agreement. Compensation,
as so defined, will then be adjusted as described in subsection (b) hereof to
the extent specified in Section (16)(b) of the Adoption Agreement and will
exclude any amounts designated by the Company in Section (16)(c) of the Adoption
Agreement.

                (a) BASIC DEFINITION.  The basic definition of "compensation"
used under the Trust and Plan shall be one of the following:

                             (i) SECTION 415 COMPENSATION.  Compensation as
defined in Treasury Regulation Section 1.415-2(d)(1) and (2) which generally
includes all taxable remuneration paid to the employee in cash or in kind for
the performance of services as a Covered Employee for a Participating Company
including taxable expense reimbursements, fringe benefits, and welfare benefits
and generally excludes all nontaxable fringe benefits, welfare benefits and
employee benefits, except that the following amounts which are otherwise taxable
are excluded:

                            (A)     Distributions from a funded deferred
                                    compensation plan, whether or not
                                    qualified;

                            (B)     Restricted property, unless an election
                                    is made under Code Section 83(b);

                            (C)     Amounts treated as taxable upon the
                                    exercise of a nonqualified stock option;

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

                                   DEFINITIONS
                                       2-3


<PAGE>   47



                              (E)     Amounts contributed by the Participating
                                      Company to a simplified employee pension
                                      plan.

                            (ii)    MODIFIED SECTION 415 COMPENSATION.   Compen-
sation as defined in Treasury Regulation Section 1.415-2(d)(10) which is the
same as set forth in subsection (i) above except that the following otherwise
taxable amounts will also be excluded:

                              (A)     Amounts paid to the employee as accident
                                      or sickness benefits or medical
                                      reimbursements;

                              (B)     Moving expenses; and

                              (C)     All amounts related to restricted
                                      property or nonqualified options.

                           (iii)    MODIFIED SECTION 3121 COMPENSATION. "Wages"
as defined in Code Section 3121 for Federal Insurance Contributions Act
purposes, without regard to the limit set forth in Code Section 3121(a)(1) and
without regard to any rules that relate to the nature or location of the
employment or the services performed, which generally is all taxable
remuneration paid to the employee in cash or in kind for the performance of
services as a Covered Employee for a Participating Company including taxable
expense reimbursements, moving expenses, fringe benefits, and welfare benefits
and generally excludes all nontaxable fringe benefits, welfare benefits and
employee benefits, except that:

                              (A)       Amounts contributed under a salary
                                        reduction agreement to a 401(k)
                                        arrangement, to a 403(b) annuity or a
                                        simplified employee pension plan are
                                        excluded from "compensation" even though
                                        included in wages under Code Section
                                        3121(v);

                                   DEFINITIONS
                                       2-4


<PAGE>   48



                              (B)       Amounts attributable to nonqualified
                                        deferred compensation are excluded from
                                        "compensation" even though included in
                                        wages under Code Section 3121(v);

                              (C)       Amounts paid to an employee for medical
                                        or hospital expenses in connection with
                                        sickness or accident disability are
                                        excluded from "compensation" even though
                                        taxable;

                              (D)       Amounts paid to, or on behalf of, an
                                        employee on account of sickness or
                                        accident disability more than six months
                                        after the calendar month when the
                                        employee last worked for a member of the
                                        Controlled Group are excluded from
                                        "compensation" even though taxable; and

                              (E)       Tips paid in any medium other than cash
                                        are excluded from "compensation" even
                                        though taxable.

                         (iv) MODIFIED SECTION 3401 COMPENSATION. "Wages"
as defined in Code Section 3401(a) for income tax withholding purposes, without
regard to any rules that relate to the nature or location of the employment or
the services performed, which generally is all taxable remuneration paid to the
employee in cash or in kind for the performance of services as a Covered
Employee for a Participating Company including taxable expense reimbursements,
moving expenses, fringe benefits, and welfare benefits and generally excludes
all nontaxable fringe benefits, welfare benefits and employee benefits, except
that:

                              (A)       Amounts paid for group term life
                                        insurance are excluded from
                                        "compensation" even though taxable; and

                              (B)       Tips paid in any medium other than cash
                                        are excluded from "compensation" even
                                        though taxable.

                                   DEFINITIONS
                                       2-5


<PAGE>   49



                              (v) W-2 EARNINGS. Remuneration which is received
by an employee in cash or in kind for the performance of services as a Covered
Employee for a Participating Company and which must be reported as wages on the
employee's Form W-2 for income tax purposes.

                         (b) SAFE HARBOR ADJUSTMENTS TO COMPENSATION. To the
extent elected in Section (16) of the Adoption Agreement, the following
adjustments will be made to the "compensation" of an employee:

                              (i) Compensation shall be increased for salary
reduction amounts which are excluded from the taxable income of the employee
under Code Sections 125, 402(a)(8) and 402(h).

                             (ii) Compensation shall be reduced by all of the
following amounts even if they are taxable to the employee:

                                 (A)       expense reimbursements, expense
                                           allowances or moving expenses;

                                 (B)       cash and noncash fringe benefits and
                                           welfare benefits; and

                                 (C)       deferred compensation.

                         (c) COMPENSATION LIMIT. In addition to other applicable
limitations set forth in the Trust and Plan, and notwithstanding any other
provision of the Trust and Plan to the contrary, for plan years beginning on
or after January 1, 1994, the annual compensation of each employee taken into
account under the Trust and Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance

                                   DEFINITIONS
                                       2-6


<PAGE>   50



with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect
for a calendar year applies to any period, not exceeding twelve (12) months,
over which compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than twelve (12)
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period, and
the denominator of which is twelve (12).

                For plan years beginning on or after January 1, 1994, any
reference in this Trust and Plan to the limitation under Section 401(a)(17) of
the Code shall mean the OBRA '93 annual compensation limit set forth in this
provision.

                If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current plan year,
the compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

                Notwithstanding the foregoing, the maximum compensation of any
highly compensated employee that can be considered for any purpose under this
Trust and Plan for any plan year commencing prior to January 1, 1994 shall be
Two Hundred Thousand Dollars ($200,000.00) plus such adjustments for increases
in the cost of

                                   DEFINITIONS
                                       2-7


<PAGE>   51



living as shall be prescribed by the Secretary of the Treasury pursuant to
Section 401(a)(17) of the Code.

                In determining the limit on compensation set forth in this
paragraph (c), the family aggregation rules contained in Section 414(q)(6) of
the Code and any lawful regulations thereunder shall apply, except that in
applying such rules, the term "family" shall include only the spouse of the
employee and any lineal descendants of the employee who have not attained age
nineteen (19) before the close of the plan year. If, as a result of the
application of such family aggregation rules, the limit on compensation set
forth above is exceeded, the limit shall apply to the affected family members'
compensation as follows:

                (i) If this Trust and Plan is not integrated pursuant to
Sections (17)(a) and (18)(a) of the Adoption Agreement, the amount of each
family member's compensation which shall count toward the limit shall equal that
portion of the limit which bears the same relationship to the limit as such
family member's compensation, determined under this Section 2.11 prior to the
application of such compensation limit ("unlimited compensation"), bears to the
total unlimited compensation of all the family members.

                (ii) If this Trust and Plan is integrated pursuant to Sections
(17)(a) and (18)(a) of the Adoption Agreement:

                    (A)       the entire amount of each family member's
                              compensation up to the taxable wage base shall
                              count toward the limit; and

                    (B)       the amount of each family member's compensation in
                              excess of the taxable

                                   DEFINITIONS
                                       2-8


<PAGE>   52



                              wage base which shall count toward the limit shall
                              equal that portion of the limit remaining, after
                              taking into account the compensation in (A) above,
                              which bears the same relationship to the limit
                              remaining as such family member's compensation, as
                              determined under this Section 2.11 prior to the
                              application of such compensation limit ("unlimited
                              compensation"), bears to the total unlimited
                              compensation of all the family members.

The amount of compensation for any plan year shall be determined as of the last
day of such year.

                (d) COMPENSATION WITH RESPECT TO SELF-EMPLOYED INDIVIDUALS. For
any self-employed individual covered under the Trust and Plan, compensation
means earned income.

                2.12 CONTROLLED GROUP. The words "Controlled Group" shall mean
the Company and all corporations or business organizations which are members of
a controlled group of corporations, as defined in Section 414(b) of the Code, a
controlled group of trades or businesses, as defined in Section 414(c) of the
Code, an affiliated service group, as defined in Section 414(m) of the Code, or
any other arrangements as defined in regulations under Section 414(o) of the
Code of which the Company is a part but, in each case, only during the periods
any such corporation or business organization is so defined.

                2.13 COVERED EMPLOYEE. The words "Covered Employee" shall mean
any employee of a Participating Company designated as a Covered Employee
pursuant to Section (12) of the Adoption Agreement.

                                   DEFINITIONS
                                       2-9


<PAGE>   53



                2.14 DATE OF HIRE. The words "date of hire" shall mean the date
on which an employee commences employment and works at least one (1) hour of
service for a member of the Controlled Group and shall mean, in the case of a
rehired employee, the first date following his previous termination of
employment on which he works at least one (1) of service hour for a member of
the Controlled Group.

                2.15 DISTRIBUTION ACCOUNT. The words "distribution account"
shall mean, with respect to a participant whose employment has terminated for a
reason other than his death, disability or retirement, an account which had been
an employer contribution or match account during his previous period of
participation, after said accounts shall have been debited by the amounts, if
any, forfeited pursuant to Section 15.3 hereof, and which, pursuant to Article
XV hereof, shall have been converted into a "distribution account."

                2.16 EARNED INCOME. The words "earned income" shall mean net
earnings from self-employment in the trade or business with respect to which the
Trust and Plan is established, provided the personal services of the individual
are a material income producing factor. Net earnings will be determined without
regard to items not included in gross income and the deductions allocable to
such items. Net earnings are reduced by contributions made by a member of the
Controlled Group to a qualified plan to the extent deductible under Section 404
of the Code. Net earnings are also determined taking into account the deduction
allowed to a member of

                                   DEFINITIONS
                                      2-10


<PAGE>   54



the Controlled Group by Section 164(f) of the Code for taxable years beginning
after December 31, 1989.

                2.17 EFFECTIVE DATE. The words "effective date" of this Trust
and Plan shall mean the date specified in Section (7) of the Adoption Agreement.

                2.18 EMPLOYEE. The word "employee" shall mean any person
employed in the trade, business or profession of a member of the Controlled
Group, including any common-law employee, owner-employee or partner-employee.
The word "employee" shall not include any person who renders service to a member
of the Controlled Group solely as a director or independent contractor. The word
"employee" shall also include any Leased Employee deemed to be an employee of
the Controlled Group as provided in Section 414(n) or (o) of the Code.

                2.19 ERISA. The acronym "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended.

                2.20 EXCESS COMPENSATION. The words "excess compensation"
shall mean for any participant compensation in excess of the integration level
specified in Section (18)(a) of the Adoption Agreement.

                2.21 HIGHLY COMPENSATED EMPLOYEE. The words "highly compensated
employee" shall mean an employee or a former employee who is highly compensated
for a plan year as described in Section 414(q) of the Code, which is hereby
incorporated by reference. A highly compensated employee is described for
informational purposes herein as an employee during a plan year if either:

                                   DEFINITIONS
                                      2-11


<PAGE>   55



          (a)       during the preceding plan year, he:

                    (i)       was at any time a five percent (5%) or more actual
                              or constructive owner of a member of the
                              Controlled Group;

                    (ii)      received Total Remuneration from the Controlled
                              Group greater than Seventy-Five Thousand Dollars
                              ($75,000.00) (plus any increase for cost of living
                              after 1987 as determined by the Secretary of the
                              Treasury or his delegate);

                    (iii)     received Total Remuneration from the Controlled
                              Group greater than Fifty Thousand Dollars
                              ($50,000.00) (plus any increase for cost of living
                              after 1987 as determined by the Secretary of the
                              Treasury or his delegate) and was in the "top paid
                              group" of employees of the Controlled Group for
                              such plan year; or

                    (iv)      was at any time an officer of a member of the
                              Controlled Group and received Total Remuneration
                              greater than Forty-Five Thousand Dollars
                              ($45,000.00) or, if greater, fifty percent (50%)
                              of the amount specified in Section 415(b)(1)(A) of
                              the Code for such plan year (plus any increase for
                              cost of living after 1987 as determined by the
                              Secretary of the Treasury or his delegate); or

          (b)       during the current plan year, he either:

                    (i)       was at any time a five percent (5%) or more actual
                              or constructive owner of a member of the
                              Controlled Group; or

                    (ii)      was one of the one hundred (100) highest paid
                              employees of the Controlled Group for the current
                              plan year and meets the requirements of (a)(ii),
                              (a)(iii) or (a)(iv) above for the current plan
                              year.

                For purposes of determining the members of the "top paid group"
under subsection (a)(iii) above, an employee is a member of the top paid group
for any plan year if for such plan year the employee is a member of a group
consisting of the top paid twenty percent (20%) of employees of the Controlled
Group ranked on the

                                   DEFINITIONS
                                      2-12


<PAGE>   56



basis of Total Remuneration from the Controlled Group paid during the plan year.
In determining the members of the top paid group, the following employees shall
be excluded:

                (A)        employees who have not completed six (6) months of
                           service;

                (B)        employees who normally work less than seventeen and
                           one-half (17-1/2) hours per week;

                (C)        employees who normally work during not more than
                           six (6) months during any year;

                (D)        employees who have not attained age twenty-one
                           (21);

                (E)        except to the extent provided in regulations,
                           employees who are included in a unit of employees
                           covered by an agreement which the Secretary of Labor
                           finds to be a collective bargaining agreement between
                           employee representatives and a member of the
                           Controlled Group; and

                (F)        employees who are nonresident aliens and who receive
                           no earned income (within the meaning of Section
                           911(d)(2) of the Code) from the Controlled Group
                           which constitutes income from sources within the
                           United States (within the meaning of Section
                           861(a)(3) of the Code).

The Company may elect (in such manner as may be provided by the Secretary of the
Treasury or his delegate) to apply subsections (A), (B), (C), or (D) above by
substituting a shorter period of service, smaller number of hours or months, or
lower age for the period of service, number of hours or months, or age (as the
case may be) than that specified in such subsection.

                For purposes of determining the number and identity of
"officers" in subsection (a)(iv) above:

                (1)        The total number of employees treated as officers
                           shall be limited to the lesser of:

                           (I)    fifty (50); or

                                   DEFINITIONS
                                      2-13


<PAGE>   57




                    (II)      the greater of three (3) employees or ten percent
                              (10%) of all employees of the Controlled Group;
                              but

          (2)       If no employee would be described as an officer pursuant to
                    subsection (a)(iv), the highest paid officer shall be
                    treated as described in such subsection.

          A highly compensated former employee is described for informational
purposes herein as a former employee if either:

          (a)       such former employee was a highly compensated employee when
                    such former employee terminated his employment; or

          (b)       such former employee was a highly compensated employee at
                    any time after attaining age fifty-five (55).

          If any individual is a member of the family of a five percent (5%)
owner or of a highly compensated employee in the group consisting of the ten
(10) highly compensated employees paid the greatest Total Remuneration by the
Controlled Group during the plan year, then for purposes of any Section of this
Trust and Plan which uses the term highly compensated employee, (A) such
individual shall not be considered a separate employee, and (B) any such Total
Remuneration paid to such individual by the Controlled Group (and any applicable
contribution or benefit on behalf of such individual) shall be treated as if it
were paid to (or on behalf of) the highly compensated employee. For purposes of
the foregoing, the word "family" shall mean, with respect to any employee, such
employee's spouse and lineal ascendants or descendants and the spouses of such
lineal ascendants or descendants. Notwithstanding the foregoing, for purposes of
Section 2.11(c) of this Trust and Plan, the word "family" shall

                                   DEFINITIONS
                                      2-14


<PAGE>   58



only include the employee's spouse and lineal descendants under age
nineteen (19).

          2.22 INTEGRATION LEVEL. The words "integration level" shall mean a
percentage of the taxable wage base or other dollar amount, specified in Section
(18)(a) of the Adoption Agreement.

          2.23 LEASED EMPLOYEE. The words "Leased Employee" shall mean any
individual (other than an employee of a Participating Company) who, pursuant to
an agreement between the Participating Company and any leasing organization, has
performed services for the Company or for the Participating Company and related
persons, as determined in accordance with Section 414(n)(6) of the Code, on a
substantially full-time basis for a period of at least one (1) year; provided,
however, that such services are of a type historically performed by employees in
the business field of the Participating Company. Contributions or benefits
provided on behalf of a Leased Employee by the leasing organization which are
attributable to services performed for the Participating Company shall be
treated as provided by the Participating Company.

          A Leased employee shall not be considered an employee of a
Participating Company if:

          (a)       such employee is covered by a money purchase pension plan
                    which provides the following:

                    (i)       a nonintegrated employer contribution formula of
                              at least ten percent (10%) of a participant's
                              Total Remuneration, as defined in Section 2.39
                              hereof, together with amounts contributed on his
                              behalf pursuant to a salary reduction agreement
                              which are excludable from the employee's gross
                              income pursuant to Sections 125, 402(a)(8), 402(h)
                              or 403(b) of the Code;

                                   DEFINITIONS
                                      2-15


<PAGE>   59




                    (ii)      immediate participation in said money purchase
                              pension plan; and

                    (iii)     full and immediate vesting under said money
                              purchase pension plan; and

          (b)       Leased Employees do not constitute more than twenty percent
                    (20%) of the Participating Company's nonhighly compensated
                    employees.

          2.24 MILITARY SERVICE. The words "military service" shall mean duty in
the Armed Forces of the United States, whether voluntary or involuntary,
provided that the employee serves not more than one voluntary enlistment or tour
of duty, and further provided that such voluntary enlistment or tour of duty
does not follow involuntary duty.

          2.25 NET PROFITS. The words "net profits" shall mean the amount of net
profit earned by a Participating Company during a particular taxable year or
years of such Participating Company, as shown on the financial statements of
such Participating Company and as calculated in accordance with generally
accepted accounting principles, before provision for contributions hereunder for
the current taxable year and before provision for any taxes based upon income.

          2.26 NORMAL RETIREMENT DATE. The words "normal retirement date"
shall mean the date specified in Section (25) of the Adoption Agreement.

          2.27 OWNER-EMPLOYEE. The word "owner-employee" shall mean a sole
proprietor or a partner who owns more than ten percent (10%) of either the
capital or profits interest of a partnership.

                                   DEFINITIONS
                                      2-16


<PAGE>   60



          2.28 PARTICIPANT. The word "participant" shall mean any person who
becomes a participant in this Trust and Plan in accordance with Article IV
hereof. A person shall cease to be a participant upon his termination of
employment.

          2.29 PARTNER-EMPLOYEE. The word "partner-employee" shall mean a
partner who owns ten percent (10%) or less of either the capital or profits
interest of a partnership.

          2.30 PERMANENT AND TOTAL DISABILITY. The words "permanent and total
disability" and "disability" shall have the meaning set forth in the definition
below which has been specified in Section (27) of the Adoption Agreement.

          (a) SOCIAL SECURITY DEFINITION. Under this definition, "permanent and
total disability" and "disability" shall mean any disability which entitles the
participant to disability retirement benefits under the United States Social
Security Act.

          (b) ALTERNATIVE DEFINITION. Under this definition, "permanent and
total disability" and "disability" shall mean any disability which continuously
disables and wholly prevents a participant from performing the duties of his
occupation and which is expected to be of permanent duration, except that no
participant shall be deemed to be permanently and totally disabled if such
disability was (i) contracted, suffered or incurred while the participant was
engaged in, or resulted from his having engaged in, a criminal act or enterprise
or (ii) resulted from his habitual drunkenness or addiction to narcotics or
(iii) resulted from any intentionally self-inflicted injury.

                                   DEFINITIONS
                                      2-17


<PAGE>   61



          2.31 PERSONAL ACCOUNTS. The words "personal accounts" shall mean
pre-87 after tax accounts, post-86 after tax accounts, pre-87 IRA accounts and
rollover accounts.

          2.32 PLAN YEAR. The words "plan year" shall mean the twelve (12)
consecutive month period specified in Section (10) of the Adoption Agreement.
Where the context so requires, "plan year" shall also mean the twelve (12) month
period specified in Section (10) of the Adoption Agreement relating to a prior
period or periods.

          2.33 QUALIFIED NONELECTIVE CONTRIBUTION. The words "qualified
nonelective contribution" shall mean any special ADP contribution, together with
any employer contribution and matching contribution which satisfies the
requirements of Section 401(m)(4)(C) of the Code and regulations issued
thereunder.

          2.34 RELATED EMPLOYER. The words "Related Employer" shall mean a
corporation or other business organization which, when aggregated with any
Participating Company, would be a single employer within the meaning of Sections
414(b), (c), (m) and (o) of the Code, if the phrase "more than fifty percent
(50%)" is substituted for the phrase "at least eighty percent (80%)" where the
latter phrase is applicable under such Sections, but in each case, only during
the periods any such corporation or business organization would be so defined.

          2.35 RESTATEMENT DATE. The words "restatement date" shall mean the
date, if any, specified in Section (8) of the Adoption Agreement.

                                   DEFINITIONS
                                      2-18


<PAGE>   62



          2.36 SELF-EMPLOYED INDIVIDUAL. The words "self-employed individual"
shall mean an individual who has earned income for the taxable year with respect
to which the Trust and Plan is established, as well as an individual who would
have had earned income but for the fact that the trade or business had no net
profits for the taxable year.

          2.37 TAXABLE WAGE BASE. The words "taxable wage base" shall mean, with
respect to any plan year, the maximum amount of compensation which may be
considered wages for said plan year under Section 3121(a) of the Code in effect
as of the beginning of the plan year.

          2.38 TAXABLE YEAR. The words "taxable year" shall mean the annual
accounting period of the Company, as specified in Section (9) of the Adoption
Agreement.

          2.39 TOTAL REMUNERATION. The words "Total Remuneration" shall mean,
for any participant, his Section 415 Compensation as defined in Section
2.11(a)(1) of this Trust and Plan which is paid to him by a Participating
Company or any Related Employer.

          2.40 TRUST AND PLAN. The words "Trust and Plan" shall mean for each
Participating Company this instrument, together with the Adoption Agreement, as
originally executed, and as it or they may be amended from time to time.

          2.41 TRUSTEE. The word "Trustee" shall mean the Trustee designated
pursuant to Section (37) of the Adoption Agreement and any successor Trustee or
Trustees.

                                   DEFINITIONS
                                      2-19


<PAGE>   63



          2.42 VESTED INTEREST. The words "vested interest" shall mean, with
respect to any participant, (a) plus (b) minus (c) where:

          (a)       equals the amount, if any, then credited to all pre-tax,
                    special ADP, and distribution accounts maintained on his
                    behalf;

          (b)       equals the sum of:

                    (i)       the amount credited to his employer contribution
                              and match accounts multiplied by his applicable
                              Vested Percentage; plus

                    (ii)      any distributions to the participant or
                              withdrawals by the participant made from his
                              employer contribution and match accounts since his
                              earliest date of hire which has not been followed
                              by five (5) consecutive One Year Breaks In
                              Service, multiplied by his applicable Vested
                              Percentage; and

          (c)       equals the amount of any distributions to the participant or
                    withdrawals by the participant made from his employer
                    contribution and match accounts since his earliest date of
                    hire which has not been followed by five (5) consecutive One
                    Year Breaks In Service.

          2.43 VESTED PERCENTAGE. The words "Vested Percentage" shall mean for
any participant the percentage determined on the basis of his number of years of
vesting service in accordance with the vesting alternative specified in Sections
(20) and (21) of the Adoption Agreement. Notwithstanding any other provision of
this Trust and Plan to the contrary, upon attainment of his normal retirement
date and during all periods thereafter, a participant shall have a Vested
Percentage of one hundred percent (100%).

          2.44 OTHER TERMS DEFINED. Other terms are defined elsewhere in this
Trust and Plan and in the Adoption Agreement

                                   DEFINITIONS
                                      2-20

<PAGE>   64



hereto.  Such terms and the locations of their definitions are:
<TABLE>
<CAPTION>
<S>                                                                   <C>
          (a)    active participant                                    sec. 4.4, Plan
          (b)    Administrator                                         sec. 38, Ad.Ag.
          (c)    Adoption Date                                         sec. 1, Ad.Ag.
          (d)    aggregate limit                                       sec. 8.5, Plan
          (e)    alternate payee                                       sec. 22.1, Plan
          (f)    annual additions                                      sec. 24.1, Plan
          (g)    compensation                                          sec. 16, Ad.Ag.
          (h)    contribution percentage                               sec. 8.4, Plan
          (i)    Covered Employee                                      sec. 12, Ad.Ag.
          (j)    death beneficiary                                     sec. 17.4, Plan
          (k)    deferral percentage                                   sec. 8.3, Plan
          (l)    defined benefit plan fraction                         sec. 24.1, Plan
          (m)    defined contribution
                    plan fraction                                      sec. 24.1, Plan
          (n)    determination date                                    sec. 23.2, Plan
          (o)    domestic relations order                              sec. 22.1 Plan
          (p)    early retirement date                                 sec. 26, Ad.Ag.
          (q)    effective date                                        sec. 7, Ad.Ag.
          (r)    entry date                                            sec. 15, Ad.Ag.
          (s)    family member                                         sec. 2.21, Plan
          (t)    hour(s) of service                                    secs. 3.1, 3.2, Plan
          (u)    inactive participant                                  sec. 4.4, Plan
          (v)    key employee                                          sec. 23.2, Plan
          (w)    limitation year                                       sec. 11, Ad.Ag.
          (x)    match period                                          sec. 17(a)(ii), Ad.Ag.
          (y)    Maximum Permitted Disparity                           sec. 6.2(c), Plan
          (z)    non-key employee                                      sec. 23.2, Plan
         (aa)    normal retirement date                                sec. 25, Ad.Ag.
         (bb)    One Year Break In Service                             secs. 3.1, 3.2, Plan
         (cc)    Participating Company                                 sec. 6, Ad.Ag.
         (dd)    period of service                                     sec. 3.1, Plan
         (ee)    period of severance                                   sec. 3.1, Plan
         (ff)    permanent and total disability                        sec. 27, Ad.Ag.
         (gg)    permissive aggregation group                          sec. 23.2, Plan
         (hh)    Plan No.                                              sec. 3, Ad.Ag.
         (ii)    plan year                                             sec. 10, Ad.Ag.
         (jj)    Predecessor Plan                                      sec. 2, Ad.Ag.
         (kk)    present value                                         sec. 23.2, Plan;
                                                                       sec. 40(b), Ad.Ag.
         (ll)    Projected Annual Benefit                              sec. 24.1, Plan
         (mm)    qualified domestic relations
                    order                                              sec. 22.1, Plan
         (nn)    required aggregation group                            sec. 23.2, Plan
         (oo)    Related Companies                                     sec. 5, Ad.Ag.
         (pp)    restatement date                                      sec. 8, Ad.Ag.
         (qq)    Service                                               sec. 13, Ad.Ag.
         (rr)    Shareholder-Employee                                  sec. 12.4, Plan
         (ss)    Sponsor                                               sec. 43, Ad.Ag.
         (tt)    taxable year                                          sec. 9, Ad.Ag.
         (uu)    termination of employment                             secs. 3.1, 3.2, Plan
</TABLE>

                                   DEFINITIONS
                                      2-21


<PAGE>   65


<TABLE>
<CAPTION>
<S>                                                                    <C>
          (vv)    top-heavy group                                         sec. 23.2, Plan
          (ww)    Trustee                                                 sec. 37, Ad.Ag.
          (xx)    valuation date                                          sec. 23.2, Plan;
                                                                          sec. 40(c), Ad.Ag.
          (yy)    Vested Percentage                                       secs. 20, 21, Ad.Ag.
          (zz)    vesting service                                         secs. 3.1, sec. 3.2, Plan,
                                                                          sec. 13(b), (22),
                                                                          Ad.Ag.
         (aaa)    year of service                                         secs. 3.1, 3.2, Plan
</TABLE>

                                   DEFINITIONS
                                      2-22


<PAGE>   66



                                   ARTICLE III
                                   -----------

                                     SERVICE
                                     -------

          3.1 SERVICE BASED ON THE ELAPSED TIME METHOD. If the Company shall
elect, pursuant to Section (13) of the Adoption Agreement, to calculate service
for purposes of this Trust and Plan based on the elapsed time method, the
following definitions shall apply:

          (a) HOUR OF SERVICE. The words "hour of service" or "hour" shall mean
for any employee an hour for which he is directly or indirectly paid or entitled
to payment by a member of the Controlled Group for the performance of duties
either as regular wages, salary or commissions or pursuant to an award or
agreement requiring a member of the Controlled Group to pay back wages,
irrespective of mitigation of damages.

          (b) ONE YEAR BREAK IN SERVICE. The words "One Year Break In Service"
shall mean for any employee or former employee a twelve (12) month period of
severance commencing on his termination of employment or any anniversary
thereof.

          (c) PERIOD OF SERVICE. The words "period of service" shall mean for
any employee any period during which he is or was employed by a member of the
Controlled Group. Each such period shall be measured from his date of hire to
the date of termination of employment which follows such date of hire.

          In addition, if any employee is rehired within twelve (12) months of:

                               ELAPSED TIME METHOD
                                       3-1


<PAGE>   67



          (A)       the date of his termination of employment; or

          (B)       if earlier, the first day of any period of leave of absence,
                    layoff, or military service after the end of which the
                    employee did not return to work for a member of the
                    Controlled Group prior to his termination of employment,

such employee's "period of service" shall include the period of severance
measured from his date of termination of employment until his subsequent date of
rehire.

          Two or more periods of service or periods of severance that are
included in an employee's service and that contain fractions of a year (computed
in months and days) shall be aggregated on the basis of twelve (12) months
constituting a year and thirty (30) days constituting a month.

         (d) PERIOD OF SEVERANCE. The words "period of severance" shall
mean, with respect to an employee or former employee, a period commencing on his
termination of employment and ending on the date such employee is rehired by a
member of the Controlled Group. In the event of the termination of employment of
an employee, on or after the first day of the plan year which commenced or would
have commenced during 1985, by reason of either:

          (i)       the pregnancy of such employee; or

         (ii)       the birth of a child of such employee; or

        (iii)       the placement of a child with such employee in connection
                    with the adoption of such child by such employee; or

         (iv)       caring for such child for a period beginning immediately
                    following such birth or placement;

                               ELAPSED TIME METHOD
                                       3-2


<PAGE>   68



such employee's period of severance shall be deemed to have commenced on the
first anniversary of the last day he actually performed services for a member of
the Controlled Group. The Administrator may require any employee who is absent
from work by reason of any such pregnancy, birth or placement to furnish to the
Administrator such timely information as the Administrator may reasonably
require to establish that the employee's absence from work was by reason of such
pregnancy, birth or placement.

          (e) TERMINATION OF EMPLOYMENT. The words "termination of employment"
shall mean for any employee the occurrence of any one of the following events:

          (i)       he is discharged by a member of the Controlled Group unless
                    he is subsequently reemployed and given pay back to his date
                    of discharge;

         (ii)       he voluntarily terminates employment with a member of the
                    Controlled Group;

        (iii)       he retires from employment with a member of the Controlled
                    Group;

         (iv)       he fails to return to work at the end of any leave of
                    absence authorized by a member of the Controlled Group, or
                    within ninety (90) days following such employee's release
                    from military service or within any other period following
                    military service in which his right to reemployment with a
                    member of the Controlled Group is guaranteed by law, or
                    within three (3) days after he has been recalled to work
                    following a period of layoff;

          (v)       he has been continuously laid-off for six (6) months; or

         (vi)       he fails to return to work after the cessation of disability
                    income payments under any sick leave, short term disability
                    program or long term disability program of a member of the
                    Controlled Group.

                               ELAPSED TIME METHOD
                                       3-3


<PAGE>   69



In the case of the occurrence of any event described in (iv) or (v) of this
Section 3.1(e), the date of such employee's termination of employment shall be
deemed to be the earlier of (A) the first anniversary of the first day of any
such period of leave of absence, layoff, or military service, or (B) the last
day of any such period of leave of absence, layoff or military service.

          (f) VESTING SERVICE. The words "vesting service" shall mean, for any
employee, the aggregate of all his periods of service, excluding any periods of
service as the Company shall designate pursuant to Section (22) of the Adoption
Agreement and excluding any period of service that a rehired employee had prior
to his most recent termination of employment, determined as of such date of
termination of employment pursuant to this Section 3.1(f), provided that:

          (i)       such rehired employee did not have a vested interest under
                    this Trust and Plan on such date of termination of
                    employment;

         (ii)       such rehired employee has had a period of severance which
                    equals or exceeds five (5) years; and

        (iii)       the period of such rehired employee's vesting service is
                    less than or equal to his period of severance.

          (g) YEAR OF SERVICE. The words "year of service" shall mean for any
employee a twelve (12) month period of service.

          3.2 SERVICE BASED ON THE HOURS METHOD. If the Company shall elect,
pursuant to Section (13) of the Adoption Agreement,

                                  HOURS METHOD
                                       3-4


<PAGE>   70



to calculate service for purposes of this Trust and Plan based on the hours
method, the following definitions shall apply:

          (a) HOURS OF SERVICE. The words "hours of service" or "hours" shall
mean for any employee the actual number of hours for which he is directly or
indirectly paid or entitled to payment by a member of the Controlled Group for
the performance of duties either as regular wages, salary or commissions, or for
reasons other than the performance of duties such as vacation or holiday pay,
and in either case, including payments pursuant to an award or agreement
requiring a member of the Controlled Group to pay back wages, irrespective of
mitigation of damages. Hours of service under this paragraph shall be calculated
and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of
Labor Regulations which are incorporated herein by reference. Notwithstanding
the foregoing,

          (i)       no employee shall be credited with more than 501 hours of
                    service with respect to payments he receives or is entitled
                    to receive during any single continuous period during which
                    he performs no services for a member of the Controlled Group
                    (irrespective of whether he has terminated employment) due
                    to vacation, holiday, illness, incapacity (including
                    disability), layoff, jury duty, military duty, or leave of
                    absence;

         (ii)       no employee shall be credited with hours of service with
                    respect to payments he receives or is entitled to receive
                    during a period when he performs no services for a member of
                    the Controlled Group under a plan maintained solely for the
                    purpose of complying with applicable workers' compensation,
                    unemployment compensation, disability insurance or Federal
                    Social Security laws; and

        (iii)       no employee or former employee shall be credited with hours
                    of service with respect to payments he

                                  HOURS METHOD
                                       3-5


<PAGE>   71



                    receives or is entitled to receive under a pension benefit
                    plan to which a member of the Controlled Group has
                    contributed during a period when he performs no services for
                    a member of the Controlled Group.

               (b) ONE YEAR BREAK IN SERVICE. The words "One Year Break In
Service" shall mean for any employee or former employee a plan year, ending
after his termination of employment, during which the employee or former
employee did not complete more than five hundred (500) hours of service for a
member of the Controlled Group. Notwithstanding the foregoing provisions of this
Section 3.2(b), in the event any employee is absent from work, on or after the
first day of the plan year which commenced in 1985, by reason of either:

               (i)       the pregnancy of such employee; or

              (ii)       the birth of a child of such employee; or

             (iii)       the placement of a child with such employee in
                         connection with the adoption of such child by such
                         employee; or

              (iv)       caring for such child for a period beginning
                         immediately following such birth or placement;

such employee shall, solely for the purposes of determining whether such
employee has incurred a One Year Break In Service pursuant to this Section
3.2(b), be credited either with the hours of service which otherwise would
normally have been credited to such employee but for such absence or, in any
case in which the Administrator is unable to determine the hours described in
the preceding clause, eight (8) hours per day of such absence; provided,
however, that the total number of hours of service which an employee may be
credited with by reason of

                                  HOURS METHOD
                                       3-6


<PAGE>   72



any such pregnancy, birth or placement shall not exceed five hundred one (501)
hours. An employee shall be credited with the hours of service described in the
preceding sentence only in the plan year in which the absence from work begins
if the employee would be prevented from incurring a One Year Break In Service in
such plan year solely because the employee is credited with hours of service
pursuant to the preceding sentence or, in any other case, in the immediately
following plan year. The Administrator may require any employee who is absent
from work because of any such pregnancy, birth or placement to furnish to the
Administrator such timely information as the Administrator may reasonably
require to establish both that the employee's absence from work is because of
such pregnancy, birth or placement and the number of days during which the
employee was absent because of such pregnancy, birth or placement.

          (c) TERMINATION OF EMPLOYMENT. The words "termination of employment"
shall mean for any employee the occurrence of any one of the following events:

          (i)       he is discharged by a member of the Controlled Group unless
                    he is subsequently reemployed and given pay back to his date
                    of discharge;

          (ii)      he voluntarily terminates employment with a member of the
                    Controlled Group;

          (iii)     he retires from employment with a member of the Controlled
                    Group;

          (iv)      he fails to return to work at the end of any leave of
                    absence authorized by a member of the Controlled Group, or
                    within ninety (90) days following such employee's release
                    from military service or within any other period following
                    military service in which his right to

                                  HOURS METHOD
                                       3-7


<PAGE>   73



                    reemployment with a member of the Controlled Group is
                    guaranteed by law, or within three (3) days after he has
                    been recalled to work following a period of layoff;

          (v)       he has been continuously laid-off for six (6) months; or

          (vi)      he fails to return to work after the cessation of disability
                    income payments under any sick leave, short term disability
                    program or long term disability program of a member of the
                    Controlled Group.

In the case of the occurrence of any event described in (iv) or (v) of this
Section 3.2(c), the date of such employee's termination of employment shall be
deemed to be the first day of any such period of leave of absence, layoff, or
military service.

          (d) VESTING SERVICE. The words "vesting service" shall mean for any
employee the number of plan years during which the employee has been or was
previously employed by a member of the Controlled Group, excluding any plan
years during which the employee does not complete at least one thousand (1,000)
hours of service for a member of the Controlled Group, excluding such plan years
are specified in Section (22) of the Adoption Agreement and excluding any years
of vesting service which a rehired employee had prior to the date of his most
recent termination of employment, determined as of such date of termination of
employment pursuant to this Section 3.2(d), provided that:

          (i)       such rehired employee did not have a vested interest under
                    this Trust and Plan on such date of termination of
                    employment;

          (ii)      such rehired employee has had at least five (5) consecutive
                    One Year Breaks In Service since the last day of such
                    vesting service; and

                                  HOURS METHOD
                                       3-8


<PAGE>   74



          (iii)     the number of years of such rehired employee's vesting
                    service is less than or equal to the number of consecutive
                    One Year Breaks In Service which he had after the last day
                    of such vesting service.

                (e) YEAR OF SERVICE. The words "year of service" shall mean for
any employee a twelve (12) month period commencing on such employee's date of
hire or on the first day of any plan year commencing thereafter during which the
employee has been or was previously employed by a member of the Controlled
Group, excluding any such years of service during which the employee completed
less than one thousand (1,000) hours of service for a member of the Controlled
Group.

                For purposes of determining a "year of service," pursuant to
this Section 3.2(e), the initial twelve (12) month period measured from an
employee's date of hire shall overlap the first plan year following his date of
hire. Thus, if an employee completes at least one thousand (1,000) hours of
service during both the initial twelve (12) month period and the overlapping
plan year, he shall be deemed to have two (2) years of service as of the last
day of such plan year.

                3.3 SERVICE WITH PREDECESSOR EMPLOYER. Unless otherwise excluded
pursuant to the Company's election in Section (22) of the Adoption Agreement,
service with a predecessor employer prior to the acquisition by the Controlled
Group of such predecessor employer shall be treated as service for the
Controlled Group. Notwithstanding a contrary election in Section (22) of the
Adoption Agreement, however, if the pre-

                                  HOURS METHOD
                                       3-9


<PAGE>   75



decessor employer maintained a qualified plan at any time within five (5) years
prior to the adoption of this Trust and Plan, service with a predecessor
employer must be treated as service for the Controlled Group.

                                  HOURS METHOD
                                      3-10


<PAGE>   76



                                   ARTICLE IV
                                   ----------

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

                4.1 ELIGIBILITY REQUIREMENTS. Each Covered Employee shall be
eligible to become a participant under this Trust and Plan when he has met the
eligibility requirements set forth in Section (14) of the Adoption Agreement.

                4.2 ENTRY DATE. Every Covered Employee who may become eligible
to participate in this Trust and Plan shall automatically become a participant
as of the entry date, as set forth in Section (15) of the Adoption Agreement,
coinciding with or next following his eligibility, provided he remains a Covered
Employee on such entry date.

                4.3 REEMPLOYMENT. In the event that a member of the Controlled
Group shall reemploy a former participant, such former participant shall
automatically become a participant in this Trust and Plan on his date of rehire.
In the event that a member of the Controlled Group shall reemploy a former
employee who was not a participant during his previous period of employment,
such employee must satisfy the requirements set forth in Section 4.1 hereof and
Section (14) of the Adoption Agreement before he shall become eligible to
participate in this Trust and Plan.

                4.4 ACTIVE AND INACTIVE PARTICIPANTS. A participant will be
considered to be an active participant during any period he is a Covered
Employee. If a participant ceases to be a Covered Employee but continues to be
an employee of a member of

                                   ELIGIBILITY
                                       4-1


<PAGE>   77



the Controlled Group, he will be an inactive participant during such period of
employment. An inactive participant who again becomes a Covered Employee shall
participate in the Trust and Plan immediately upon this change in status.

                                   ELIGIBILITY
                                       4-2


<PAGE>   78



                                    ARTICLE V
                                    ---------

                              PRE-TAX CONTRIBUTIONS
                              ---------------------

                5.1 ELECTION OF PRE-TAX CONTRIBUTIONS. If Section (17)(b) of the
Adoption Agreement permits pre-tax contributions, then, pursuant to a salary
reduction agreement, an active participant may elect that a stated portion of
his unpaid compensation for a plan year be paid by a Participating Company to
the Trustee hereunder and be treated as a contribution by the Participating
Company. A participant's election hereunder shall be in writing and shall be
conditioned upon:

          (a)       his right to defer the imposition of federal income tax on
                    such deferred compensation until a subsequent distribution
                    of such amount under this Trust and Plan; and

          (b)       the Participating Company's right to deduct such amount for
                    federal income tax purposes before taking into account any
                    contributions made by the Participating Company under
                    Article VI hereof and after taking into account any
                    contributions made by the Participating Company under any
                    other pension, profit sharing or stock bonus plans
                    maintained by the Participating Company which meet the
                    requirements of Section 401(a) of the Code.

                5.2 LIMITATIONS ON PRE-TAX CONTRIBUTIONS. The Administrator may,
from time to time, establish minimum and maximum limits for the amount of
pre-tax contributions that participants can make under this Trust and Plan. The
Administrator may establish maximum limitations which apply solely to highly
compensated employees. Any limitation, whether a maximum or a minimum, can be
either a stated dollar amount or a stated percentage of compensation.

                              PRE-TAX CONTRIBUTIONS
                                      5-1

<PAGE>   79



                5.3 CHANGES IN ELECTIONS. An election made by a participant
pursuant to Section 5.1 hereof shall continue in effect until changed or
revoked, notwithstanding any changes in the amount of such participant's
compensation. A participant may change the portion of his compensation to be
contributed to this Trust and Plan or suspend his contributions to this Trust
and Plan pursuant to Section 5.1 hereof at least one (1) time in each plan year,
at such times as the Company shall permit. A participant shall change or suspend
his election by providing such notice to the Administrator as the Administrator,
in its sole discretion, shall require.

                5.4 PAYMENT TO TRUSTEE. All pre-tax contributions made by a
participant pursuant to Section 5.1 above shall be paid to the Trustee in cash
as soon as reasonably possible after the reduction in the compensation of the
participant. In any event, such amounts shall be paid to the Trustee not later
than ninety (90) days after such compensation reductions are made.

                5.5 PRE-TAX ACCOUNTS. Any amounts contributed by a Participating
Company pursuant to a participant's election under Section 5.1 above shall be
held by the Trustee as a part of the Trust Fund created under this Trust and
Plan, shall be specifically allocated to a pre-tax account for the benefit of
such participant and shall be invested and reinvested, valued and administered
in accordance with the terms of this Trust and Plan. Any amounts credited to a
participant's pre-tax account shall be fully vested and nonforfeitable at all
times.

                              PRE-TAX CONTRIBUTIONS
                                       5-2


<PAGE>   80



                5.6 SUSPENSION OF PRE-TAX CONTRIBUTIONS. In the event a
participant receives a distribution from his pre-tax account as a result of
hardship as described in Article XIV, such participant's pre-tax contributions
under Section 5.1 above shall be suspended for a twelve (12) month period after
his receipt of such hardship distribution. In addition, for the taxable year of
the participant immediately following the participant's taxable year during
which said hardship distribution occurs, such participant shall be barred from
making pre-tax contributions in excess of (a) minus (b) below, where:

          (a)       equals Seven Thousand Dollars ($7,000.00) (plus any cost of
                    living increase after 1987 allowable under Section 402(g) of
                    the Code for such immediately following taxable year of the
                    participant); and

          (b)       equals the amount of such participant's pre-tax
                    contributions for the participant's taxable year during
                    which said hardship distribution is made.

                              PRE-TAX CONTRIBUTIONS
                                       5-3


<PAGE>   81



                                   ARTICLE VI
                                   ----------

                       PARTICIPATING COMPANY CONTRIBUTIONS
                       -----------------------------------

                6.1 TYPES OF CONTRIBUTIONS. For each plan year ending after the
effective date, a Participating Company shall make a contribution in cash or
other property, in addition to the pre-tax contributions described in Article V
hereof, to the extent required or permitted by Section (17) of the Adoption
Agreement. Discretionary Contributions shall be made from current net profits;
provided, however, that, effective for any plan year commencing on or after
January 1, 1986, if the Participating Company has no net profits for the taxable
year which includes the last day of the plan year for which such contribution is
to be made, it may nonetheless make a discretionary contribution if it is
specifically approved by its Board. At the time the Participating Company pays
the contribution to the Trustee, it shall notify the Trustee of the type of the
contribution, or portions thereof, from among the following listed categories:

          (a)       a profit sharing contribution or money purchase contribution
                    to be allocated among the employer contribution accounts of
                    eligible participants in accordance with Section 6.2 hereof;

          (b)       a matching contribution to be allocated among the match
                    accounts of eligible contributing participants in accordance
                    with Section 6.3 hereof; and

          (c)       a special ADP contribution to be allocated among the special
                    ADP accounts of eligible non-highly compensated participants
                    in accordance with Section 6.4 hereof.

                              COMPANY CONTRIBUTIONS
                                       6-1


<PAGE>   82



                6.2 EMPLOYER CONTRIBUTIONS. If Section (17)(a) of the Adoption
Agreement provides for profit sharing or money purchase contributions, any such
contributions by the Participating Companies shall be allocated among the
employer contribution accounts of all participants who were active participants
during the plan year, excluding any participants described in Section (19) of
the Adoption Agreement. Such contributions shall be allocated in the manner
specified in Section (18) of the Adoption Agreement as follows:

                (a) RELATIVE COMPENSATION. Under the relative compensation
method, such contributions shall be allocated to the employer contribution
account of each participant eligible to receive an allocation pursuant to this
Section 6.2 in an amount equal to that portion of the contribution which bears
the same relationship to such contribution as such participant's compensation
during the plan year bears to the total compensation of all such participants
during such plan year.

                (b) INTEGRATION METHOD. Under the integration method, such
contribution shall be allocated to the employer contribution accounts of each
participant eligible to receive an allocation pursuant to this Section 6.2 as
follows:

          (i)       contributions shall be allocated among participants in the
                    ratio that the sum of each participant's compensation and
                    compensation in excess of the Integration Level selected in
                    Section (18) of the Adoption Agreement bears to the sum of
                    all participants' compensation and compensation in excess of
                    the Integration Level, but not in excess of the Maximum
                    Permitted Disparity Rate determined as follows:


                              COMPANY CONTRIBUTIONS
                                       6-2


<PAGE>   83



<TABLE>
<CAPTION>
                                   Integration Level
                               Specified in Section (18)
                               Of The Adoption Agreement                        Maximum
                                As A Percentage of The                         Permitted
                                   Taxable Wage Base                           Disparity
                               -------------------------                       ---------
                             <S>                                              <C>
                                       0% To 20%                                  5.7%
                                     20.1% To 80%                                 4.3%
                                    80.1% To 99.9%                                5.4%
                                         100%                                     5.7%
</TABLE>

          (ii) the balance of the employer contribution of the Participating
               Companies shall be allocated among such participants in the ratio
               of their respective compensation.

           (c) PER CAPITA METHOD. Under the per capita method, such
contributions shall be allocated in equal amounts to the employer contribution
account of each participant eligible to receive an allocation pursuant to this
Section 6.2.

           (d) HOURS WORKED METHOD. Under the hours worked method, such
contributions shall be allocated to the employer contribution accounts of
participants eligible to receive an allocation pursuant to this Section 6.2 in
proportion to the hours of service, as defined in Section 3.1(a) of this Trust
and Plan, actually worked by each such eligible participant.

           6.3 MATCHING CONTRIBUTIONS. If Section (17)(a) of the Adoption
Agreement so provides, each Participating Company may make a matching
contribution to this Trust and Plan for each period specified in Section (17)(a)
of the Adoption Agreement. Such matching contribution, if any, shall be
allocated to the match account of each participant on whose behalf it is made.

           6.4 SPECIAL ADP CONTRIBUTION. If Section (17)(a) of the Adoption
Agreement so provides, a Participating Company may make a

                              COMPANY CONTRIBUTIONS
                                       6-3


<PAGE>   84



special ADP contribution to this Trust and Plan for any plan year. The amount of
such special contribution shall be determined by the Company from time to time.
Such amount, if any, shall be allocated to the special ADP accounts of some or
all of the participants who are not highly compensated employees in such manner
as the Company shall designate at the time any such special ADP contribution is
made to this Trust and Plan.

           6.5 PAYMENT TO TRUSTEE. The Participating Companies shall make the
contributions specified in Section 6.1 hereof, in cash or other property, to the
Trustee not later than the last day upon which they may make contributions under
this Trust and Plan and secure under the Code deductions of such contributions
in the computation of their federal income taxes for the taxable years which
include the last day of the plan year for which such contributions are made.

           6.6 ACCOUNTS. Any amounts contributed by the Participating Companies
pursuant to this Article VI shall be held by the Trustee as a part of the Trust
Fund created under this Trust and Plan, shall be specifically allocated to the
eligible participants' employer contribution accounts, match accounts or special
ADP accounts, as hereinbefore provided, for the benefit of such participants and
shall be invested and reinvested, valued and administered in accordance with the
terms of this Trust and Plan. Any amounts credited to a participant's employer
contribution and match accounts shall be subject to the vesting schedules
described in Sections (20) or (21) of the Adoption Agreement as appropriate.

                              COMPANY CONTRIBUTIONS
                                       6-4


<PAGE>   85



Any amounts credited to a participant's special ADP account shall be fully
vested and nonforfeitable at all times.

                              COMPANY CONTRIBUTIONS
                                       6-5


<PAGE>   86



                                   ARTICLE VII
                                   -----------

                             AFTER TAX CONTRIBUTIONS
                             -----------------------

                  7.1 AMOUNT OF AFTER TAX CONTRIBUTIONS. If permitted by Section
(17)(c) of the Adoption Agreement, then pursuant to uniform rules and procedures
promulgated by the Administrator, an active participant may voluntarily make
after tax contributions to the Trust Fund created under this Trust and Plan.
After tax contributions may either be a stated percentage of the participant's
compensation or a stated dollar amount and can be made by either payroll
deduction or a cash payment from the participant to the Trustee. After tax
contributions shall be permitted hereunder only if pre-tax contributions are
permitted pursuant to Section (17)(b) of the Adoption Agreement.

                  7.2 CHANGES IN PAYROLL DEDUCTIONS. If after tax contributions
are made by payroll deduction, the percentage designated by the participant
shall continue in effect until revoked or changed by such participant
notwithstanding any change in the amount of such participant's compensation. A
participant may change the portion of his compensation to be contributed to this
Trust and Plan or suspend his contributions to this Trust and Plan pursuant to
Section 7.1 hereof at least one (1) time in each plan year, at such times as the
Company shall permit. A participant shall change or suspend his election by
providing such notice to the Administrator as the Administrator, in its sole
discretion, shall require.

                             AFTER TAX CONTRIBUTIONS
                                       7-1


<PAGE>   87



                  7.3 PAYMENT TO TRUSTEE. The Participating Companies shall pay
in cash to the Trustee all amounts deducted from the compensation of a
participant as after tax contributions as soon as reasonably possible after such
deductions are made but in no event more than ninety (90) days after the
deductions are made.

                  7.4 AFTER TAX ACCOUNTS. Any after tax contributions made by a
participant shall be credited to a post-86 after tax account for the benefit of
such participant. After tax contributions made prior to January 1, 1987, if any,
shall be credited to the participant's pre-87 after tax accounts which shall not
be credited with any after tax contributions made subsequent to December 31,
1986. Any amounts credited to a participant's after tax accounts shall be fully
vested and nonforfeitable at all times.

                  7.5 DEDUCTIBLE VOLUNTARY CONTRIBUTIONS. The Plan Administrator
shall not accept any deductible voluntary contributions hereunder; provided,
however, that any such contributions made to a Predecessor Plan prior to January
1, 1987, shall be maintained in a separate pre-87 IRA account which shall be
fully vested and nonforfeitable at all times. Such account shall share in the
income, gains and losses of the Trust Fund as provided in Article XI hereof. No
part of such account shall be used to purchase life insurance pursuant to
Article X hereof.

                             AFTER TAX CONTRIBUTIONS
                                       7-2


<PAGE>   88



                                  ARTICLE VIII
                                  ------------

                  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
                  --------------------------------------------

                8.1 CONTRIBUTIONS ARE SUBJECT TO LIMITATIONS. The amount and
allocation of contributions and the allocation of forfeitures under this Trust
and Plan shall be subject to several limitations. Those limitations shall be as
follows:

               (a)  Pre-tax contributions made to the Trust and Plan pursuant to
                    a participant's election under Article V of the Trust and
                    Plan shall be subject to the individual dollar limit
                    described in Section 8.2 hereof;

               (b)  Pre-tax contributions made to the Trust and Plan pursuant to
                    a participant's election under Article V of the Trust and
                    Plan plus, to the extent elected by the Company, any
                    qualified nonelective contributions shall be subject to the
                    deferral percentage limit set forth in Section 8.3 hereof;

               (c)  Matching contributions, other than qualified nonelective
                    contributions used in the deferral percentage test set forth
                    in Section 8.3 hereof, and after tax contributions made to
                    the Trust and Plan shall be subject to the contribution
                    percentage limit set forth in Section 8.4 hereof;

               (d)  The contributions described in paragraphs (b) and (c) above
                    shall be subject to the limit on "multiple use" set forth in
                    Section 8.5 hereof;

               (e)  All contributions made pursuant to Articles V and VI of the
                    Trust and Plan, in the aggregate, shall be subject to the
                    deductibility limit set forth in Section 8.6 hereof; and

               (f)  The allocation of all of the foregoing contributions and the
                    allocation of all forfeitures, in the aggregate, shall be
                    subject to the limitation on annual additions set forth in
                    Article XXIV hereof.

                8.2 THE DOLLAR LIMIT. Effective January 1, 1987, pre-tax
contributions under Article V of the Trust and Plan with

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-1


<PAGE>   89



respect to the taxable year of a participant made pursuant to a participant's
election plus similar amounts contributed on a similar basis by any other
employer (whether or not related to the Participating Companies) required by law
to be aggregated with such contributions under this Trust and Plan shall not
exceed Seven Thousand Dollars ($7,000.00), plus any increase for cost-of-living
after 1987 as determined pursuant to regulations issued by the Secretary of the
Treasury or his delegate pursuant to Section 415(d) of the Code.

                  In the event that the contributions made pursuant to Section
5.1 of the Trust and Plan for a participant's taxable year exceed such limit, or
in the event that the Administrator shall receive notice from a participant by
the March 1 next following the close of a participant's taxable year that the
contributions on behalf of the participant under Section 5.1 hereof, together
with similar contributions under plans of other employers shall have exceeded
such limit, the Administrator shall cause the amount of excess contributions,
together with any earnings allocable to such excess contributions, to be
refunded to the participant by the following April 15th. The amount of any such
refund shall be debited to the participant's pre-tax account.

                  8.3 DEFERRAL PERCENTAGE LIMIT. For any plan year commencing on
or after January 1, 1987, the contributions described in Section 8.1(b) above
shall be limited so that the average deferral percentage for the highly
compensated participants shall not exceed an amount determined based upon the
average deferral

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-2


<PAGE>   90



percentage for the participants who are not highly compensated
participants, as follows:
<TABLE>
<CAPTION>
                     (A)                                                         (B)
        <S>                                                           <C>
                Average Deferral                                          Limit on Average
                Percentage for                                            Deferral Percentage
                Participants who                                          for Highly Compensated
                are not Highly                                            Participants
                Compensated                                               ----------------------
                ----------------
                Less than 2%                                              2 times Column (A)
                2% or more but less than 8%                               Column (A) plus 2%
                8% or more                                                1.25 times Column (A)
</TABLE>

                For purposes of the foregoing, the "deferral percentage" for a
participant for any plan year shall equal a fraction:

               (a)  the numerator of which shall equal the total of (i) plus
                    (ii), where:

                    (i)  equals the total of the contributions made on his
                         behalf for such plan year pursuant to Article V hereof;
                         and

                    (ii) equals, to the extent elected by the Company, the
                         qualified nonelective contributions made on his behalf
                         for such plan year pursuant to Article VI hereof; and

               (b)  the denominator of which shall equal the sum of (i) plus
                    (ii) plus (iii), where:

                    (i)  equals his compensation for such plan year as defined
                         in any manner described in Section 2.11(a) hereof (or
                         2.11(d) hereof if applicable) applied consistently to
                         all participants, subject to the limitation set forth
                         in Section 2.11(c) hereof, but not reduced by any
                         amount referred to in Section 2.11(b)(ii), regardless
                         of the Company's election in the Adoption Agreement;
                         and

                    (ii) equals the pre-tax contributions made on his behalf
                         pursuant to Article V for such plan year; and

                    (iii) equals other amounts excludable from gross income
                         under Sections 125, 402(a)(8), 402(h) or 403(b) of the
                         Code.

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-3


<PAGE>   91




                The Company shall maintain adequate records to demonstrate
compliance with the deferral percentage limits described in this Section 8.3,
including the extent to which qualified nonelective contributions are taken into
account.

                8.4 CONTRIBUTION PERCENTAGE LIMIT. For any plan year commencing
on or after January 1, 1987, the contributions described in Section 8.1(c) above
shall be limited so that the average contribution percentage for the highly
compensated participants shall not exceed an amount determined based upon the
average contribution percentage for the participants who are not highly
compensated participants in accordance with the table set forth in Section 8.3
hereof. For purposes of the foregoing, the "contribution percentage" for a
participant for any plan year shall equal a fraction:

               (a)  the numerator of which shall equal the contributions
                    described in Section 8.1(c) above; and

               (b)  the denominator of which shall equal the total of (i) plus
                    (ii) plus (iii), where:

                    (i)  equals his compensation for such plan year as defined
                         in any manner described in Section 2.11(a) hereof (or
                         2.11(d) hereof if applicable) applied consistently to
                         all participants, subject to the limitation set forth
                         in Section 2.11(c) hereof, but not reduced by any
                         amount referred to in Section 2.11(b)(ii), regardless
                         of the Company's election in the Adoption Agreement;
                         and

                    (ii) equals the pre-tax contributions made on his behalf
                         pursuant to Section 5.1 hereof for such plan year; and

                    (iii) equals other amounts excludable from gross income
                         under Sections 125, 402(a)(8), 402(h) and 403(b) of the
                         Code.

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-4


<PAGE>   92




If, for any plan year, the Trust and Plan satisfies the requirements of Section
8.3 hereof, then the Company may elect, in such manner as the Secretary of the
Treasury or his delegate may provide, to take into account as additional amounts
for purposes of this Section 8.4, amounts contributed to the Trust and Plan
pursuant to a participant's election under Section 5.1 hereof and qualified
nonelective contributions made hereunder.

                  8.5 MULTIPLE USE. If the sum of the deferral percentage and
the contribution percentage for one or more highly compensated employees exceeds
the aggregate limit, the contribution percentage for such employee or employees
shall be reduced (beginning with such highly compensated employee whose
contribution percentage is highest) so that the aggregate limit is not exceeded.
The amount by which each highly compensated employee's contribution percentage
is reduced shall be treated as an excess contribution. The deferral percentage
and contribution percentage of the highly compensated employees shall be
determined after any corrections are made to meet the deferral percentage and
contribution percentage limits. Multiple use does not occur if neither the
average deferral percentage nor the average contribution percentage of the
highly compensated employees exceeds one and twenty-five hundredths (1.25)
multiplied by the corresponding average deferral percentage or average
contribution percentage of the non-highly compensated employees.

                  For purposes of this Section 8.5, the words "aggregate limit"
shall mean the greater of (a) or (b), where:

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-5


<PAGE>   93



          (a)  equals the sum of:

               (i)  one and twenty-five hundredths (1.25) times the greater of
                    the deferral percentage or the contribution percentage for
                    the non-highly compensated employees; and

               (ii) two (2) percentage points plus the lesser of the deferral
                    percentage or the contribution percentage for the non-highly
                    compensated employees; and

          (b)  equals the sum of:

               (i)  one and twenty-five hundredths (1.25) times the lesser of
                    the deferral percentage or the contribution percentage for
                    the non-highly compensated employees; and

               (ii) two (2) percentage points plus the greater of the deferral
                    percentage or the contribution percentage for the non-highly
                    compensated employees.

In no event, however, shall the amounts set forth in (a)(ii) and (b)(ii) above
exceed twice the greater of the deferral percentage or the contribution
percentage for the non-highly compensated employees.

        8.6 DEDUCTIBILITY LIMIT. In no event shall the amount of all
contributions by a Participating Company pursuant to Article VI hereof, together
with all amounts contributed by the Participating Companies to the Trustee
pursuant to participants' elections under Section 5.1 hereof, exceed the maximum
amount allowable as a deduction under Section 404(a)(3) of the Code unless
specifically authorized by the Board of the Participating Company and all such
contributions are hereby expressly conditioned on their deductibility. This
limitation shall not apply to contributions which may be required in order to
provide the minimum

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-6


<PAGE>   94



contributions described in Article XXIII for any plan year in which this Trust
and Plan is top-heavy. Nor shall this limitation apply to contributions which
may be required in order to recredit the account of any rehired participant
whose account is to be recredited with previously forfeited amounts as described
in Section 15.6 hereof.

                  8.7 CORRECTING EXCESS CONTRIBUTIONS. In the event that the
limitations set forth in Sections 8.2, 8.3, 8.4 or 8.5 shall be exceeded, the
Administrator shall take action to reduce future contributions made pursuant to
Sections 5.1 and 7.1 and Article VI hereof as appropriate. Such action may
include a reduction in the future rate of deferral pursuant to Section 5.1
hereof or after tax contributions pursuant to Section 7.1 hereof of any highly
compensated participant pursuant to any legally permissible procedure. Effective
for the first plan year commencing on or after January 1, 1987, in the event
that such action shall fail to prevent the excess, prior contributions made
pursuant to Section 5.1 or 7.1 hereof, plus any income and minus any loss
allocable thereto to the date of distribution, shall be distributed to the
affected highly compensated participants no later than two and one-half (2-1/2)
months following the end of the plan year in which such contributions were made.
If such excess amounts are not distributed within said two and one-half (2-1/2)
month period, a ten percent (10%) excise tax on such excess amount shall be
imposed on the Participating Company employing such highly compensated
participants. Distributions of excess contributions shall be made

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-7


<PAGE>   95



to highly compensated participants on the basis of the respective portions of
such contributions attributable to such participants. Excess contributions shall
be allocated to participants who are subject to the family aggregation rules of
Section 414(q)(6) of the Code in the manner prescribed by Treasury Regulations.
Excess contributions shall be treated as annual additions under Article XXIV of
the Trust and Plan.

                  For purposes of adjusting excess contributions to take into
account income and losses to the date of distribution, the income or loss shall
be equal to the sum of:

                  (a) income or loss for the plan year allocable to the account
to which the excess was allocated multiplied by a fraction, the numerator of
which is the excess contributions credited to such account for the plan year and
the denominator is the total account balance without regard to any income or
loss occurring during such plan year; and

                  (b) ten percent (10%) of the amount determined under (a) above
multiplied by the number of whole calendar months between the end of the plan
year and the date of distribution, counting the month of distribution if
distribution occurs after the fifteenth (15th) of such month.

                          LIMITATIONS ON CONTRIBUTIONS
                                       8-8


<PAGE>   96



                                   ARTICLE IX
                                   ----------

                  INVESTMENT FUNDS AND DIRECTION OF INVESTMENT
                  --------------------------------------------

                  9.1 PARTICIPANT DIRECTION OF INVESTMENTS. The Company may
direct that participants, former participants and beneficiaries be permitted to
direct the investment of all or certain of their accounts under the Trust and
Plan in such media, whether limited or unlimited, as shall be designated by the
Company, from time to time, subject to the limitations hereinafter set forth in
this Article IX. Any direction of the Company pursuant to this Section 9.1,
shall apply to all participants, former participants and beneficiaries in a
uniform and nondiscriminatory manner. In the event the Company directs that
participants be permitted to direct the investment of certain of their accounts,
the Company shall notify the participants, former participants and beneficiaries
of such fact.

                  9.2 INVESTMENT FUNDS. The investment funds which may be
selected by the Company shall include, but not be limited to, the following:

                  (a)      Money Market Funds;

                  (b)      Mutual Funds;

                  (c)      Equity Funds;

                  (d)      Fixed Income Funds;

                  (e)      Any pooled investment fund established by a bank;

                  (f)      Any insurance company's general account; and

                  (g)      Any special account established and maintained by
                           any insurance company.

                                INVESTMENT FUNDS
                                       9-1


<PAGE>   97




The Company shall have the sole discretion to determine the number of investment
funds to be maintained hereunder and the nature of the funds and may change or
eliminate the funds from time to time.

                  9.3 PROCEDURES FOR DIRECTION OF INVESTMENT. If the Company so
permits under Section 9.1 above, a participant, former participant or
beneficiary, by written direction to the Trustee, shall direct the investment of
amounts contributed on his behalf in the pooled investment funds and/or mutual
funds and/or group annuity contracts described in Section 9.2 and in such other
funds as may be established by the Company hereunder; provided, however, that
any such individual's investment selections shall be made in accordance with
such rules as are established by the Administrator from time to time in its sole
discretion. Any rules established by the Administrator pursuant to this Section
9.3 shall apply to all participants, former participants and beneficiaries in a
uniform and nondiscriminatory manner.

                  9.4 INITIAL DIRECTION AND CHANGES OF DIRECTION OF INVESTMENT.
All directions as to the investment of his accounts by a participant, former
participant or beneficiary shall be deemed to be continuing directions until
they shall have been changed. To the extent that any participant, former
participant or beneficiary fails to give investment directions to the Trustee,
amounts credited to his accounts shall be invested in accordance with the
Trustee's direction. A participant, former participant or beneficiary may change
his direction of investment at such times and upon such notice as the
Administrator, from time to time, may

                                INVESTMENT FUNDS
                                       9-2


<PAGE>   98



designate. Each participant, former participant or beneficiary shall indicate
whether any change in investment direction shall apply only to contributions
made to this Trust and Plan on his behalf following such change or whether such
change shall also operate to change the investment of amounts already credited
to his accounts.

                  9.5 VALUATION OF INVESTMENT FUNDS. Any investment fund
established pursuant to this Article IX shall be valued and adjusted according
to the procedures set forth in Article XI hereof as a separate Trust Fund. It is
intended that this Section 9.5 operate to adjust each investment fund to reflect
all income attributable to each such fund and changes in the value of each such
fund's assets, as the case may be, as of any valuation date.

                  9.6 DIRECTION OF INVESTMENTS NOT PERMITTED. If the Company
does not permit individual direction of investment pursuant to Section 9.1
hereof, the investment of the accounts of participants, former participants and
beneficiaries shall be determined by the Trustee or an Investment Manager
pursuant to Article XX hereof.

                                INVESTMENT FUNDS
                                       9-3


<PAGE>   99



                                    ARTICLE X
                                    ---------

                               INSURANCE CONTRACTS
                               -------------------

                10.1 PURCHASE OF INSURANCE CONTRACTS. If permitted under Section
(31) of the Adoption Agreement, then the Administrator shall purchase on behalf
of any active participant who directs either the Trustee to purchase for his
benefit or any participant who is designated by the Company an endowment or life
insurance contract or contracts from such insurance company or companies in such
amounts (subject to the limitations specified in this Article X) and in such
form as such participant or the Company, as the case may be, may determine. The
proceeds upon the maturity, in whole or in part, of any of contract or
contracts, due to the death of a participant, shall be for the benefit of the
beneficiaries of such participant as to whom the maturity occurs, subject to the
other provisions of this Trust and Plan, specifically including the spousal
consent requirements of Article XVII hereof to the extent legally applicable or
as required by the Administrator. The contract or contracts shall be issued in
the name of the Trustee who shall retain, until their maturity by death of a
participant or disposition under the terms of this Trust and Plan, all incidents
of ownership therein. The proceeds of said contract or contracts payable on the
death of a participant shall be paid directly to the death beneficiary
determined under Article XVII hereof and the Administrator shall execute such
forms or designations as shall be required by the insurance company to comply
with this sentence.

                                    INSURANCE
                                      10-1


<PAGE>   100



The premium on any such contract or contracts purchased for a participant's
benefit shall be paid from the amounts credited to such participant's accounts,
other than his pre-87 IRA account, which accounts shall be debited by the amount
of premiums so paid. In no event shall the aggregate of the entire amounts paid
for term life insurance plus fifty percent (50%) of the amounts paid for
ordinary life insurance contracts for any participant be as much as twenty-five
percent (25%) of the aggregate of contributions which have been allocated to his
accounts, other than his pre-87 IRA account, if any, since the date he first
became a participant.

                10.2 PREMIUM PAYMENTS. All contracts purchased shall contain
such provisions against alienation and levying thereon as the Administrator may
deem appropriate and shall be procurable. Premium payments for such insurance
shall be on a single premium or level premium basis and premium payments shall
be charged against the participant's accounts, other than his pre-87 IRA
account, if any, as of the date of payment.

                10.3 ACCUMULATION OF DIVIDENDS, ETC. During the time any
contract is held under the provisions of the Trust and Plan, any dividends,
endowments or returns of premium payable under such contract shall be
accumulated at interest under such contract or the participant, in his
discretion, may direct the Trustee to instruct the insurance company to apply
any dividends, endowments or returns of premium accumulated under the contract
to the payment of any premium or the purchase of paid-up additions.

                                    INSURANCE
                                      10-2

<PAGE>   101


                10.4 INSUFFICIENT FUNDS FOR PAYING PREMIUMS. When, on an
allocation date, the premium or premiums then due on all contracts held by the
Trustee for the benefit of any participant shall exceed the amount in or
creditable to such participant's accounts, other than his pre-87 IRA account, if
any, or the amount which, under the twenty-five (25%) limitation stated in
Section 10.1 hereof, may be used to pay premiums upon life insurance contracts
for a participant, the participant may proceed as follows:

                (a)        direct the Trustee to instruct the insurance company
                           to apply any dividends, endowments or returns of
                           premium accumulated under such contracts for the
                           payment of premiums to the extent necessary; and

                (b)        in the event the Trustee applies the dividends,
                           endowments and returns of premium accumulated as
                           aforesaid, but said amount is insufficient to meet
                           premium payments due under such contracts, such
                           participant may pay any remaining premium or premiums
                           or a portion thereof then due himself; and

                (c)        in the event a participant shall decline to make
                           personal payment of the premium or premiums due on
                           such contracts, he may direct the Trustee to borrow
                           either from the insurance company or from such
                           other institution as the participant may direct
                           upon the security of the contract or contracts for
                           the purpose of paying the premium or premiums
                           thereon; and

                (d)        in the event payment of the premium or premiums is
                           not made under subsections (a) and (b) above, and
                           the participant shall not direct the Trustee to
                           borrow funds to pay said premium or premiums, the
                           Trustee shall instruct the insurance company to
                           have the contract or contracts placed upon a paid-
                           up basis, to the extent necessary, provided that in
                           the event the value of the contract or contracts
                           shall be insufficient to place same upon a paid-up
                           basis according to the practice of the insurance
                           company, such contract or contracts shall be
                           reduced to cash and the amounts received thereby
                           shall be credited to the participant's accounts,
                           other than his pre-87 IRA account, if any.

                                    INSURANCE
                                      10-3


<PAGE>   102




                10.5 CONTRACT PROVISIONS. If available, any contract purchased
by the Trustee shall contain an automatic premium loan provision exercisable by
the Trustee at the direction of the participant in the event of non-payment of
the premium and shall also permit conversion to paid up insurance by the Trustee
at the direction of the participant. Insurance contracts purchased may contain
double indemnity and waiver of premium provisions, insofar as permitted by the
insurance company.

                10.6 NO INSURANCE BEYOND RETIREMENT. In no event shall life
insurance be permitted to continue on the life of a participant beyond his
date of actual retirement.

                10.7 CASH SURRENDER VALUES. The Administrator shall maintain
records of the accounts from which premiums on insurance contracts have been
paid and shall allocate the cash surrender values of the insurance contracts
among the accounts in an equitable manner. Upon the termination of employment,
retirement or disability of the participant, the allocable share of the cash
surrender value shall be added to the amount credited to each of the
participant's accounts for purposes of determining his vested interest and the
amount distributable to the participant.

                10.8 PURCHASE OF CONTRACT ON CESSATION OF ACTIVE PARTICIPATION.
If the Trustee shall hold an insurance contract or contracts on the life of a
terminated participant on the date he ceases to be an active participant, the
terminated participant shall instruct the Trustee regarding disposition of such
contract as follows:

                                    INSURANCE
                                      10-4


<PAGE>   103



                (a)        the participant may purchase any such contract from
                           the Trust and Plan;

                (b)        the participant may direct that such contract be
                           distributed to him from the Trust and Plan in
                           satisfaction of all or part of his rights, if any,
                           under Article XV; or

                (c)        the participant may direct the Trustee to surrender
                           said contract to the insurance company for cash.

In the event that the terminated participant elects to purchase any such
contract from the Trust and Plan he shall pay to the Trustee an amount equal to
its cash surrender value within thirty (30) days after the date he ceases to be
an active participant. If such amount is so paid, the Trustee shall assign all
its right, title and interest in and to such contract to the participant and
shall credit his accounts with the amount so paid. In the event that the
terminated participant elects to have any such contract distributed to him from
the Trust and Plan, the Trustee shall debit such participant's accounts with the
cash surrender value of said contract. The Trustee shall then assign all its
right, title and interest in and to such contract to the terminated participant.

                In the event that the terminated participant elects to surrender
such contract to the insurance company for cash, to the insurance company for
cash and shall credit such participant's employer contribution account with the
cash surrender value of said contract.

                                    INSURANCE
                                      10-5


<PAGE>   104



                                   ARTICLE XI
                                   ----------

                                    ACCOUNTS
                                    --------

                11.1 ESTABLISHMENT OF ACCOUNTS. Upon an employee's becoming a
participant, the Administrator shall notify the Trustee and provide the Trustee
with such information concerning said participant as the Trustee may require.
Upon being notified by the Administrator that an employee has become a
participant, the Trustee shall establish the appropriate accounts in the name of
such participant. If a participant's employment shall terminate for a reason
other than his death, permanent and total disability or retirement, a
distribution account shall be established for him pursuant to Article XV hereof.

                11.2 CREDITING OF ACCOUNTS. Accounts shall be credited with
contributions in the amounts specified in Articles V, VI and VII hereof, shall
be credited or debited with the income, gains or losses of the Trust Fund
pursuant to this Article XI, and shall be debited with the amount of any
withdrawals or distributions made therefrom. All such credits and debits to the
accounts of a participant shall be made as of the dates specified in the
appropriate Sections of this Trust and Plan.

                11.3 VALUATION OF ASSETS. As soon as practicable following each
allocation date and on such other dates as the Administrator, in its sole
discretion, may designate pursuant to Section 11.5 hereof, the Trustee shall
evaluate all assets of the Trust Fund as of such valuation date. The Trustee
shall use the

                                    ACCOUNTS
                                      11-1


<PAGE>   105



fair market values of securities or other assets in making said determination.
The Trustee shall then subtract from the total value of the assets of said Trust
Fund the total of all accounts as of said valuation date. Each such account
shall be credited with that portion of the excess of the value of the assets
over the total of all such accounts which bears the same relationship to the
total of such excess as (a) bears to (b), where:

                (a)        equals the amount credited to said account; and

                (b)        equals the total amounts credited to all accounts.
The amount credited to each account shall be reduced in similar proportion in
the event the total of all accounts as of said date exceeds the total value of
all assets of the Trust Fund as of said valuation date. It is intended that this
paragraph operate to distribute among all such accounts in the Trust, all income
of the Trust Fund and changes in the value of the Trust Fund's assets, as the
case may be. The Administrator and the Trustee may adopt such rules as they deem
appropriate to credit pre-tax contributions after tax contributions and matching
contributions or other contributions which were received periodically through
the valuation period with an appropriate percentage of the income, gains and
losses of the Trust Fund's assets.

                Notwithstanding the foregoing provisions of this Section 11.3,
if the assets of the Trust Fund are invested either with an institutional
Trustee or with an Investment Manager or other professional money manager which
maintains a procedure for allocating investment earnings and losses to accounts
utilizing the

                                    ACCOUNTS
                                      11-2


<PAGE>   106



fair market value of assets, the Trustee may direct that such method be used in
lieu of the procedures hereinbefore described.

                11.4 VALUATION OF INVESTMENT FUNDS. If separate investment funds
have been established under Article IX hereof, the Trustee shall proceed as
described in Section 11.3 above but on an investment fund by investment fund
basis. It is intended that this Section 11.4 operate to distribute among all
accounts invested in a particular investment fund all income of such fund
allocable to the Trust and changes in the value of the fund's assets, as the
case may be. The adjustments in the amounts credited to such accounts shall be
deemed to have been made as of said valuation date.

                11.5 INTERIM VALUATION OF ASSETS. In addition to or in lieu of
the valuation dates set forth in Section 11.3 hereof, the Administrator, in its
sole discretion, may instruct the Trustee to make an interim valuation of assets
of the Trust Fund. In exercising its discretion as to whether to instruct the
Trustee to evaluate the assets of the Trust Fund, the Administrator shall
consider the following factors:

                (a)        the expense of any such interim valuation;

                (b)        the length of time involved in making any such
                           interim valuation and the resulting delay in making
                           any distributions from the Trust Fund;

                (c)        the magnitude of the estimated change in the value
                           of the assets of the Trust Fund; and

                (d)        the size of any distribution or distributions
                           involved.

                                    ACCOUNTS
                                      11-3


<PAGE>   107



Upon instruction by the Administrator, the Trustee shall evaluate the assets of
the Trust Fund and adjust all the accounts of the Trust and Plan in accordance
with the methods and procedures contained in Section 11.3 or 11.4 hereof as of
the date specified by the Administrator.

                                    ACCOUNTS
                                      11-4


<PAGE>   108



                                   ARTICLE XII
                                   -----------

                                      LOANS
                                      -----

                12.1 LOAN ADMINISTRATION AND APPLICATIONS. If permitted under
Section (32) of the Adoption Agreement, a participant, former participant or
beneficiary of a deceased participant or former participant, other than an
owner-employee or a shareholder-employee as defined in Section 12.4 of the Trust
and Plan, may apply to the Administrator for a loan from the Trust and Plan. Any
such loan shall not be made available to highly compensated employees in an
amount greater than that made available to nonhighly compensated employees. If
the Administrator determines that such borrower (and proposed loan) satisfies
the requirements set forth below for loan approval, the Administrator shall
direct the Trustee to make a loan to such borrower from one or more of his
accounts, other than his pre-87 IRA account. The amount of any such loan shall
be determined by the Administrator; provided, however, that, on or after October
19, 1989, any such loan shall not, when combined with outstanding loans
previously made from this Trust and Plan and loans made under other qualified
retirement plans, if any, maintained by the Controlled Group, cause the
aggregate amount of all such loans to such borrower to exceed the lesser of (a)
or (b) below, where:

                (a)        equals one-half (1/2) of all vested amounts held for
                           such borrower under this Trust and Plan (other than
                           amounts credited to his pre-87 IRA account); and

                                      LOANS
                                      12-1


<PAGE>   109



               (b)  equals Fifty Thousand Dollars ($50,000.00) reduced by the
                    remainder, if any, of:

                    (i)  the highest outstanding balance of loans to such
                         borrower from this Trust and Plan and all other
                         qualified retirement plans maintained by the Controlled
                         Group during the twelve (12) month period preceding the
                         date on which the loan is to be made; minus

                    (ii) the outstanding balance of loans to such borrower from
                         the plans on the day the loan is to be made.

Loans made prior to October 19, 1989 shall not exceed the lesser of (c) or (d)
below, where:

               (c)  equals the greater of:

                    (i)  Ten Thousand Dollars ($10,000.00); or

                    (ii) one-half (1/2) of all vested amounts held for such
                         borrower under this Trust and Plan (other than amounts
                         credited to his pre-87 IRA account); and

               (d)  equals Fifty Thousand Dollars ($50,000.00).

               The following additional provisions shall be applicable to the
loan program under this Trust and Plan:

               (A)  LOAN PROGRAM ADMINISTRATION. The loan program under the
                    Trust and Plan shall be administered by the Administrator.

               (B)  LOAN APPLICATION PROCEDURE. Each borrower shall apply for a
                    loan by written application on a form acceptable to the
                    Administrator.

               (C)  BASIS FOR APPROVAL OR DENIAL OF LOANS. Loans will be
                    approved only if:

                    (1)  the circumstances of the loan satisfy the requirements
                         of Section (32) of the Adoption Agreement;

                    (2)  the Administrator believes the borrower intends to
                         repay the loan in accordance with its terms; and

                                      LOANS
                                      12-2


<PAGE>   110



                    (3)  the borrower's spouse, if any, consents to the loan in
                         accordance with Sections 28.7 and 28.8 hereof within
                         the ninety (90) day period ending on the date the loan
                         is made; and

                    (4)  the amount of such loan shall not be in excess of the
                         vested amount which is credited to the borrower's
                         accounts, as selected in Section (32) of the Adoption
                         Agreement, at the time of such loan and shall be made
                         exclusively from such accounts; and

                    (5)  the amount of such loan shall not be less than the
                         amount selected in Section (33) of the Adoption
                         Agreement; and

                    (6)  the borrower designates the accounts and investments
                         which are to be liquidated to permit making of such a
                         loan, as requested by the Administrator; and

                    (7)  the loan satisfies the requirements of Section 12.2 of
                         the Trust and Plan.

               12.2 TERMS AND CONDITIONS OF LOANS. Any loan made pursuant to
Section 12.1 shall be considered to be made solely from the account or accounts
of the borrower and shall be subject to the following terms and conditions:

               (a)  INTEREST. Interest shall be charged at a reasonable rate,
                    comparable to the rate charged by a commercial lender for a
                    similar loan.

               (b)  LOAN TERM AND REPAYMENT SCHEDULE. The term of any loan shall
                    be arrived at by mutual agreement between the borrower and
                    the Administrator but shall not exceed five (5) years,
                    unless, effective for plan years commencing on or after
                    January 1, 1987, the proceeds of such loan are to be used to
                    acquire any dwelling unit which within a reasonable time is
                    to be used as the borrower's principal residence, in which
                    case, such loan may be for such term as is customary in
                    similar transactions involving lending institutions.
                    Effective for plan years commencing on or after January 1,
                    1987, all loans shall provide for the substantially level
                    amortization of the loan, with payments not less frequently
                    than quarterly, over the term of the loan; provided,
                    however, that the terms of the loan

                                      LOANS
                                      12-3


<PAGE>   111



                    may permit a borrower a grace period of up to one (1) year
                    from such repayments while such borrower is on an unpaid
                    leave of absence from a Participating Company.

               (c)  SEGREGATION OF ACCOUNTS. If an individual borrows money from
                    the Trust and Plan, his accounts, to the extent of such
                    borrowing, shall be deemed segregated for investment
                    purposes. The note representing such loan and the borrower's
                    accounts, to the extent of such borrowing, shall not be
                    taken into account in the valuation of the Trust and Plan
                    pursuant to Section 11.3 hereof.

               (d)  REPAYMENT PROCEDURES. Repayment of any loan made to an
                    employee shall be by payroll deduction unless another
                    procedure is agreed to by the Administrator and the
                    employee. Repayment of any loan made to a borrower who is
                    not an employee shall be made as mutually agreed by the
                    Administrator and such borrower.

               (e)  DOCUMENTATION AND COLLATERAL. Each loan shall be evidenced
                    by a borrower's note for the amount of the loan and interest
                    payable to the order of the Trustee and shall be supported
                    by adequate collateral. Such collateral shall consist of
                    (i) an amount not to exceed fifty percent (50%) of the
                    borrower's entire right, title and interest in and to the
                    Trust Fund, and any earnings attributable to such amount,
                    and (ii) other property, if necessary, of sufficient value
                    to adequately secure the repayment of the loan. The
                    Administrator may require such other and further
                    documentation as it deems appropriate.

               (f)  DEFAULT. A borrower shall be in default if he fails to make
                    any payment of principal or interest when due, if he fails
                    to make a required payment after a permitted one (1) year
                    grace period, as provided in subsection (b) above, or if his
                    collateral becomes inadequate to secure the loan and he does
                    not provide substitute collateral satisfactory to the
                    Administrator within ten (10) days after a request therefor
                    by the Administrator. In the event of default by a borrower,
                    his loan shall be accelerated, and:

                    (i)  If his collateral security in this Trust and Plan is
                         adequate to cover all or part of the outstanding
                         principal and interest, and if distribution of such
                         amount would not, in the

                                      LOANS
                                      12-4


<PAGE>   112



                        opinion of the Administrator, put at risk the tax
                        qualified status of the Trust and Plan or the pre-tax
                        contribution portion thereof, the Trustee shall execute
                        upon such Trust and Plan collateral; and

                  (ii)  If his collateral security in this Trust and Plan is not
                        adequate to cover all of the outstanding principal and
                        interest, or if execution upon such collateral would, in
                        the opinion of the Administrator, put at risk the tax
                        qualified status of the Trust and Plan or the pre-tax
                        contribution portion thereof, the Trustee shall commence
                        appropriate collection actions against the borrower to
                        recover the amounts owed.

                        Expenses of collection, including legal fees, if any, of
                        any loan in default shall be borne by the borrower or
                        his accounts under this Trust and Plan.

                   12.3 PAYMENT OF PRIOR LOANS. Notwithstanding the foregoing
provisions of this Article XII, in the event the proceeds of any loan made
hereunder shall be used directly or indirectly to pay off any obligations under
a prior loan made hereunder, the term of the more recent loan shall not extend
beyond the period of repayment under the prior loan. For purposes of this
Section 12.3, the Administrator shall be able to rely on a certification by the
borrower as to the use of the new loan's proceeds.

                   12.4 SHAREHOLDER-EMPLOYEE DEFINED. The term "Shareholder-
Employee" shall mean, with respect only to those taxable years for which a
member of the Controlled Group is an "electing small business corporation"
pursuant to Subchapter S of the Code, an employee of who owns, or is considered
as owning (within the meaning of Section 318(a)(1) of the Code) on any day
during such a taxable year, more than five (5) percent of the outstanding stock
of such member of the Controlled Group.

                                      LOANS
                                      12-5


<PAGE>   113



                                  ARTICLE XIII
                                  ------------

                            WITHDRAWALS FROM ACCOUNTS
                            -------------------------

                13.1 RESTRICTIONS ON WITHDRAWALS. The Administrator may, by
uniform rules and regulations, provide that withdrawals made pursuant to this
Article XIII shall be subject to the following restrictions:

                (a)        a married participant shall obtain his spouse's
                           consent as set forth in Section 13.3 hereof;

                (b)        the minimum amount of any such withdrawal shall be
                           the lesser of the amount specified in Section (35) of
                           the Adoption Agreement or the remaining balance of
                           his vested interest or his personal accounts;

                (c)        the Administrator shall specify the maximum number
                           of withdrawals a participant may make in a plan
                           year or other period;

                (d)        the participant shall make a written application
                           for any such withdrawal at least fifteen (15) days
                           before the withdrawal occurs; and

                (e)        other reasonable and uniform rules and regulations,
                           consistently applied, as may be established from
                           time to time by the Administrator.

If separate investment funds have been established pursuant to Article IX
hereof, the withdrawing participant shall designate the investments that are to
be liquidated to permit the making of such withdrawal.

                13.2 WITHDRAWALS FROM ACCOUNTS. To the extent permitted by
Section (34) of the Adoption Agreement, a participant shall have the right,
subject to Section 13.1 above, to withdraw amounts credited to his accounts. To
the extent that Section (34)(f) of the Adoption Agreement permits participants
to withdraw amounts

                                   WITHDRAWALS
                                      13-1


<PAGE>   114



credited to their after tax accounts, any withdrawals from such amounts shall be
deemed to be made in the following order:

                (a)        first, the after tax contributions which were made by
                           the participant prior to January 1, 1987, if any, and
                           which are credited to his pre-87 after tax account,
                           without adjustment for income, gains or losses
                           thereon;

                (b)        second, the amounts credited to his post-86 after
                           tax account; and

                (c)        third, the balance of the amounts credited to his
                           pre-87 after tax account.

No amounts credited to a participant's accounts may be withdrawn by the
participant prior to his attainment of age fifty-nine and one-half (59 1/2)
unless he provides the Administrator with a written statement that he is aware
of the potential income tax ramifications of the withdrawal.

                13.2 TERMINATION OF WITHDRAWAL RIGHTS. Upon an attempt by a
participant or beneficiary to use his interest in this Trust and Plan as
security for any type of obligation, or to alienate, dispose of or in any manner
encumber, or upon an attempt by any third person to attach, levy upon or in any
manner convert the use or enjoyment of any such interest of a participant, the
right to withdraw any portion thereof pursuant to this Article XIII shall
automatically terminate.

                13.3 SPOUSE'S CONSENT. No withdrawal may be made hereunder
unless the withdrawing participant's spouse, if any, consents to the withdrawal
in accordance with Sections 28.7 and 28.8 hereof within the ninety (90) day
period ending on the date the withdrawal commences to be made.

                                   WITHDRAWALS
                                      13-2


<PAGE>   115



                                   ARTICLE XIV
                                   -----------

                             HARDSHIP DISTRIBUTIONS
                             ----------------------

                14.1 HARDSHIP DISTRIBUTIONS. If Section (34)(h) of the Adoption
Agreement so provides and subject to such uniform rules and procedures as the
Administrator may prescribe, in case of hardship, a participant may apply to the
Administrator for a hardship distribution. For purposes of this Section 14.1, a
distribution shall be on account of hardship only if the distribution is made on
account of an immediate and heavy financial need of the participant, as
described in Section 14.2 below, and is necessary, as described in Section 14.3
below, to satisfy such need. Such distribution may be made only from amounts
specified in Section 14.4 below and, if the applicant is married, only with his
spouse's consent pursuant to Section 14.7 below.

               14.2 IMMEDIATE AND HEAVY FINANCIAL NEED. A distribution will be
made on account of an immediate and heavy financial need of a participant only
if the distribution is on account of:

                (a)        medical expenses described in Section 213(d) of the
                           Code incurred by the participant, the participant's
                           spouse, or any dependents of the participant (as
                           defined in Section 152 of the Code);

                (b)        purchase (excluding mortgage payments) of a
                           principal residence for the participant;

                (c)        payment of tuition for the next semester or quarter
                           of post-secondary education for the participant,
                           his or her spouse, children, or dependents; or

                (d)        the need to prevent the eviction of the participant
                           from his principal residence or foreclosure on the
                           mortgage of the participant's principal residence.

                                    HARDSHIP
                                      14-1


<PAGE>   116



                14.3 DETERMINATION OF AMOUNT NECESSARY TO SATISFY AN IMMEDIATE
AND HEAVY FINANCIAL NEED. A distribution will be deemed to be necessary to
satisfy an immediate and heavy financial need of the participant only if all of
the following requirements are satisfied:

                (a)        the distribution is not in excess of the amount of
                           the immediate and heavy financial need of the
                           participant;

                (b)        the participant has obtained all distributions, other
                           than hardship distributions, and all nontaxable loans
                           currently available under all plans maintained by a
                           Participating Company;

                (c)        the Trust and Plan and all other plans maintained by
                           the Participating Companies provide that the
                           participant's pre-tax contributions and employee
                           after tax contributions will be suspended for at
                           least twelve (12) months after receipt of the
                           hardship distribution; and

                (d)        the Trust and Plan and all other plans maintained
                           by the Participating Companies provide that the
                           participant may not make pre-tax contributions for
                           the participant's taxable year immediately
                           following the taxable year of the participant
                           during which said hardship distribution occurs in
                           excess of the applicable limit under Section 402(g)
                           of the Code for such next taxable year of the
                           participant less the amount of such participant's
                           pre-tax contributions for the taxable year of the
                           participant during which said hardship distribution
                           occurs.

By virtue of this Section and Section 5.6, the Trust and Plan provides for the
restrictions contained above in subsections (c) and (d).

               14.4 PERMITTED DISTRIBUTIONS. Subject to obtaining spousal
consent as provided in Section 14.7 hereof, if the Administrator determines that
the criteria set forth above are

                                    HARDSHIP
                                      14-2


<PAGE>   117



satisfied with respect to a participant, it may order a distribution of all or
a portion of the sum of:

                (a)        such participant's employer contribution and match
                           accounts which are not amounts attributable to
                           qualified nonelective contributions multiplied,
                           respectively, by his Vested Percentage in each such
                           account;

                (b)        such participant's distribution accounts, if any,
                           which do not contain amounts attributable to
                           qualified nonelective contributions;

                (c)        the lesser of:

                             (i)    his pre-tax account balance; and

                            (ii)    the sum of the aggregate amount of the
                                    contributions made to his pre-tax account,
                                    plus earnings thereon, if any, credited
                                    prior to January 1, 1989; and

                (d)        the amount then credited to any personal accounts
                           held for his benefit.

                14.5 METHOD OF DISTRIBUTION. If the Administrator orders a
distribution pursuant to this Article XIV, such distribution may be made in a
lump sum or in a designated number of monthly or quarterly installments or
partly in a lump sum and the balance in installments. If the Administrator
directs that such distribution be made, it may thereafter, if it determines that
such hardship no longer exists or upon agreement with the participant, direct
that any amounts of such distribution remaining unpaid not be distributed.
Amounts distributed to a participant under this Article XIV shall be debited to
the appropriate account as they are paid.

                14.6 ADMINISTRATION OF HARDSHIP PROVISIONS. Neither the
application for nor payment of any distribution in accordance with

                                    HARDSHIP
                                      14-3


<PAGE>   118



this Article XIV shall have the effect of terminating a participant's
participation in the Trust and Plan. The Administrator may prescribe the use of
such forms, conduct such investigation, and require the making of such
representations and warranties, as it deems desirable to carry out the purpose
of this Article XIV.

                14.7 SPOUSE'S CONSENT. No hardship distribution may be made
hereunder unless the participant's spouse, if any, consents to the hardship
distribution in accordance with Sections 28.7 and 28.8 hereof within the ninety
(90) day period ending on the date the hardship distribution commences to be
made.

                                    HARDSHIP
                                      14-4


<PAGE>   119



                                   ARTICLE XV
                                   ----------

                            TERMINATION OF EMPLOYMENT
                            -------------------------

                15.1 ELIGIBILITY FOR DISTRIBUTION. In the event of the
termination of employment of a participant for any reason other than his death,
disability, or retirement, he shall be entitled to receive a distribution of his
vested interest and his personal accounts.

                15.2 COMMENCEMENT OF DISTRIBUTIONS. The vested interest and
personal accounts of a terminated participant shall be distributed to him in
accordance with the rules and procedures set forth in Article XVIII or XVIII-A
hereof. Except as otherwise provided in Section 18.1 or 18.1A hereof,
distributions shall be made or shall commence to be made as of the date
specified in Section (29) of the Adoption Agreement.

                Notwithstanding the foregoing provisions of this Section 15.2,
if the Company has elected an early retirement date pursuant to Section (26) of
the Adoption Agreement, and if a terminated participant, at the time of his
termination of employment, satisfied the service requirement but not the age
requirement, if any, as set forth therein, such terminated participant may elect
to have his vested interest and personal accounts distributed or commence to be
distributed on such date on or after he meets the age requirement for early
retirement and on or before his normal retirement date, as he shall select, in
his own discretion.

                            TERMINATION OF EMPLOYMENT
                                      15-1


<PAGE>   120



                15.3 VESTING AND FORFEITURES. If a terminated participant's
Vested Percentage in his employer contribution account and/or his match account
is one hundred percent (100%), such account shall be deemed to have become a
distribution account on his date of termination of employment and shall
thereafter be held, administered and distributed in accordance with Article
XVIII or XVIII-A hereof. If his Vested Percentage in his employer contribution
account and/or his match account is less than one hundred percent (100%), such
account shall continue to be administered as such in accordance with the
provisions of Article XI hereof until the earliest to occur of any of the
following events:

                (a)        he receives a distribution of his entire vested
                           interest and personal accounts;

                (b)        he has five (5) consecutive One Year Breaks In
                           Service;

                (c)        he dies; or

                (d)        he is rehired by a member of the Controlled Group.

                If the earliest to occur of said events is either the date of
complete distribution of his vested interest and personal accounts, his having
had five (5) consecutive One Year Breaks In Service or his death, an amount
equal to the excess of:

                    (i)    the balance in his employer contribution account plus
                           the amount, if any, then credited to pre-tax, match,
                           special ADP and distribution accounts held for his
                           benefit; over

                   (ii)    his vested interest;

shall be forfeited as of such date and shall be debited to his appropriate
accounts.  If any amounts remain credited to said accounts after said
forfeiture, such accounts shall thereafter be

                            TERMINATION OF EMPLOYMENT
                                      15-2


<PAGE>   121



deemed to have become distribution accounts and shall be held, administered and
distributed in accordance with Article XVIII or XVIII-A hereof. In the event
that a terminated participant does not have a vested interest, then his personal
accounts, if any, shall be distributed to him immediately and the amounts
credited to his employer contribution and match accounts shall be forfeited at
the time of such participant's termination of employment. Even if such
participant does not have any personal accounts, he will be deemed to have
received a distribution on his date of termination of employment of zero (0)
dollars.

                If the earliest of said events shall be the terminated
participant's rehire by a member of the Controlled Group, he shall immediately
be reinstated as a participant in this Trust and Plan and this Article XV shall
not apply to him until a subsequent termination of employment described in
Section 15.1 hereof.

                15.4 REALLOCATION OF FORFEITURES. If Section (23) of the
Adoption Agreement so provides, the amounts forfeited pursuant to Section 15.3
hereof shall be allocated on the allocation date coinciding with or next
following the date of forfeiture among the employer contribution and match
accounts of all participants who were active participants during the plan year,
excluding such participants as are described in Section (19) of the Adoption
Agreement.

                Forfeitures shall be allocated in the same manner as employer
contributions are allocated pursuant to Section 6.2 hereof; provided, however
that no forfeitures shall be allocated to

                            TERMINATION OF EMPLOYMENT
                                      15-3


<PAGE>   122



the accounts of any participant in excess of the limitations on annual additions
set forth in Article XXIV hereof. Allocation of forfeitures shall be made prior
to the revaluation provided for in Article XI hereof.

                15.5 FORFEITURES USED TO REDUCE CONTRIBUTIONS. If Section (23)
of the Adoption Agreement so provides, the amounts forfeited pursuant to Section
15.3 hereof shall be used, on the allocation date coinciding with or next
following the date of forfeiture, to reduce Participating Company contributions.

                15.6 REHIRED PARTICIPANTS. In the event a terminated participant
is rehired by a member of the Controlled Group prior to incurring five (5)
consecutive One Year Breaks In Service, he shall immediately be reinstated as a
participant in this Trust and Plan and any amounts forfeited pursuant to Section
15.3 hereof shall be recredited to his employer contribution and/or match
account as provided in Section (24) of the Adoption Agreement.

                If the Company has elected pursuant to Section (24) of the
Adoption Agreement to require repayment to the Trust and Plan of amounts
previously distributed to the participant prior to recrediting of forfeited
amounts, any amounts previously forfeited pursuant to Section 15.3 hereof shall
be recredited to a participant's employer contribution and/or match account
provided that such participant recontributes to this Trust and Plan on or before
the first to occur of:

                (a)        the date he incurs five (5) consecutive One Year
                           Breaks In Service; and

                (b)        the fifth (5th) anniversary of his date of rehire;

                            TERMINATION OF EMPLOYMENT
                                      15-4


<PAGE>   123




the full amount distributed to him following his earlier termination of
employment. Such amount shall be recredited to the account from which it
originated.

                Notwithstanding any other provision of this Trust and Plan to
the contrary, in order to balance the accounts maintained under this Trust and
Plan after giving effect to the recrediting of previously forfeited amounts to a
rehired participant's employer contribution and match accounts, the Company, at
its option, may direct the Trustee to:

                (a)        first reduce the value of the forfeitures, if any,
                           which would otherwise be reallocated as of the
                           allocation date coinciding with or next following the
                           date such participant was rehired; and

                (b)        in the event the accounts maintained under this Trust
                           and Plan are not balanced after the reduction in
                           subsection (a) above, reduce the gain, if any, in the
                           value of the Trust and Plan's assets since the most
                           recent valuation date as of the valuation date
                           coinciding with or next following the date such
                           participant was rehired;

provided that the total of the reductions described in subsections (a) and (b)
above with respect to any plan year shall not exceed the aggregate previously
forfeited amounts which were recredited to the employer contribution and match
accounts of participants who were rehired during such plan year.

                To the extent that the sum of the amounts described in
subsections (a) and (b) above for any plan year is less than the aggregate
previously forfeited amounts which were recredited to the employer contribution
and match accounts of participants who were rehired during the plan year, the
Participating Companies which rehired the former participants shall contribute
to this Trust and

                            TERMINATION OF EMPLOYMENT
                                      15-5


<PAGE>   124



Plan an amount equal to the difference between the aggregate previously
forfeited amounts which were recredited to the employer contribution and match
accounts of participants who were rehired during the plan year by the
Participating Companies and the sum of the amounts described in subsections (a)
and (b) above. The obligation to contribute such amounts shall be allocated
among the Participating Companies by the Company. Such contributions shall be
made by the Participant Companies no later than the due date (including
extensions) of the tax return for the taxable year which includes the last day
of the plan year during which such participants were rehired. In addition, any
portion of such contribution which represents amounts previously contributed by
a Participating Company to this Trust and Plan shall not be deemed to have been
contributed for purposes of Article XXIV hereof at the time it is recontributed,
but shall be deemed to have been contributed at the time of the original
contribution.

                            TERMINATION OF EMPLOYMENT
                                      15-6


<PAGE>   125



                                   ARTICLE XVI
                                   -----------

                               RETIREMENT BENEFITS
                               -------------------

                16.1 NORMAL RETIREMENT. The employer contribution account and
match account of a participant who has attained his normal retirement date shall
be fully vested and nonforfeitable. A participant who retires on his normal
retirement date shall be entitled to receive an amount equal to the sum of the
amounts then credited to all accounts held for his benefit. Except as otherwise
provided in Section 18.1 or 18.1A hereof, such amounts shall be distributed or
shall commence to be distributed as soon as reasonably possible after his date
of retirement but not later than sixty (60) days after the close of the plan
year which includes the date of his retirement. Such distribution shall be made
in accordance with the provisions of Article XVIII or XVIII-A hereof.

                16.2 EARLY RETIREMENT. If Section (26) of the Adoption Agreement
permits early retirement, a participant may elect to retire on or after his
early retirement date but before reaching his normal retirement date. In the
event of such early retirement, a participant shall be entitled to receive an
amount equal to the sum of the amounts then credited to all his accounts. Except
as otherwise provided in Section 18.1 or 18.1A hereof, such amounts shall be
distributed or shall commence to be distributed on such date on or after his
early retirement date but no later than his normal retirement date as such
retired participant shall select.

                               RETIREMENT BENEFITS
                                      16-1


<PAGE>   126



Such distribution shall be made in accordance with the provisions of Article
XVIII or XVIII-A hereof.

                16.3 LATE RETIREMENT. In the event a participant works beyond
his normal retirement date, his retirement shall be deemed to have occurred on
the earlier of the date of his termination of employment with a member of the
Controlled Group for any reason other than death or the date distribution must
commence to a participant under Section 18.5 or 18.9A of this Trust and Plan. In
the event of such late retirement, such participant shall be entitled to receive
an amount equal to the sum of the amounts then credited to all the accounts held
for his benefit. Except as otherwise provided in Section 18.1 or 18.1A hereof,
such amounts shall be distributed or shall commence to be distributed as soon as
reasonably possible after his date of retirement but not later than sixty (60)
days after the close of the plan year which includes his date of late
retirement. Such distribution shall be made in accordance with the provisions of
Article XVIII or XVIII-A hereof.

                16.4 DISABILITY RETIREMENT. A participant who becomes
permanently and totally disabled pursuant to Section 27 of the Adoption
Agreement may apply to the Administrator for disability retirement benefits. If
the Administrator shall determine that the participant is permanently and
totally disabled, his date of disability retirement shall be deemed to have been
the date on which his application for benefits under this Article XVI was filed
with the Administrator and he will be deemed to have ceased to be a participant
on that date. Such a disabled participant shall be

                               RETIREMENT BENEFITS
                                      16-2


<PAGE>   127



entitled to receive a distribution pursuant to Article XVIII or XVIII-A hereof
of an amount equal to the sum of the amounts, if any, then credited to all the
accounts held for his benefit. Except as otherwise provided in Section 18.1 or
18.1A hereof, such amounts shall be distributed or shall commence to be
distributed on such date as shall be selected by the participant, but not later
than sixty (60) days after the close of the plan year which includes his normal
retirement date.

                16.5 APPLICATION FOR BENEFITS. Each participant who is eligible
for benefits under this Article XVI shall apply therefor on a form which shall
be given to him for that purpose by the Administrator; provided, however, that
the foregoing requirement shall not apply in any case in which a participant
shall be unable to make such application for physical, mental or any other
reason satisfactory to the Administrator. Upon finding that such participant
satisfies the eligibility requirements for benefits under this Article XVI, the
Administrator shall promptly notify the Trustee of his eligibility and of the
method of distribution selected in accordance with Article XVIII or XVIII-A
hereof.

                               RETIREMENT BENEFITS
                                      16-3


<PAGE>   128



                                  ARTICLE XVII
                                  ------------

                                      DEATH
                                      -----

                17.1 DEATH OF A PARTICIPANT. In the event of the termination of
employment of a participant by reason of his death, his death beneficiary shall
be entitled to receive a distribution in an amount equal to the amounts then
credited to all the accounts held for his benefit plus the proceeds of any life
insurance contracts purchased on his life under Article X hereof. Such amount
shall be distributed or shall commence to be distributed as soon as reasonably
possible after the participant's date of death but not later than sixty (60)
days after the close of the plan year which includes the date of the
participant's normal retirement date (or date of death, if later). Such
distribution shall be made in accordance with the provisions of Article XVIII or
XVIII-A hereof.

                17.2 DEATH OF A RETIRED OR TERMINATED PARTICIPANT PRIOR TO
COMMENCEMENT OF BENEFITS. In the event of the death of a retired or terminated
participant prior to the date distribution has been made or commenced to be made
to him, his death beneficiary shall be entitled to receive a distribution in an
amount equal to his vested interest and his personal accounts. The Vested
Percentage of a retired or terminated participant shall not increase due to his
death. Such amount shall be distributed or shall commence to be distributed as
soon as reasonably possible after the participant's date of death but not later
than sixty (60) days after the close of the plan year which includes the date of

                                      DEATH
                                      17-1


<PAGE>   129



the participant's normal retirement date (or date of death, if later). Such
distribution shall be made in accordance with the provisions of Article XVIII or
XVIII-A hereof. The balance, if any, credited to the deceased participant's
employer contribution and match accounts shall be forfeited as of his date of
death pursuant to Section 15.3 hereof.

                17.3 DEATH OF A RETIRED OR TERMINATED PARTICIPANT AFTER
COMMENCEMENT OF BENEFITS. In the event of the death of a retired or terminated
participant after the date of distribution or the commencement of distribution
to him, no benefits shall be payable to his death beneficiary except to the
extent provided for by the method under which the retired or terminated
participant was receiving distributions under Article XVIII or XVIII-A hereof.

                17.4 BENEFICIARY OF A PARTICIPANT. Unless a participant or
former participant has designated a death beneficiary in accordance with the
provisions of Section 17.5 hereof, his death beneficiary shall be deemed to be
the person or persons in the first of the following classes in which there are
any survivors of such participant:

                (a)        his spouse at the time of his death;

                (b)        his issue, per stirpes;

                (c)        his parents; and

                (d)        the executor or administrator of his estate.

                17.5 DESIGNATION OF ALTERNATE BENEFICIARY. In lieu of having the
amounts distributable pursuant to this Article XVII distributed to a death
beneficiary determined in accordance with

                                      DEATH
                                      17-2


<PAGE>   130



the provisions of Section 17.4 hereof, a participant or former participant may
sign a document designating a death beneficiary or death beneficiaries to
receive such amounts. If the participant is married, any such designation shall
be effective only if the spouse of the participant is the sole primary
beneficiary or consents to such designation in accordance with Section 28.8
hereof.

                17.6 QUALIFIED  PRERETIREMENT  SURVIVOR  ANNUITY.
Notwithstanding the foregoing Sections 17.4 and 17.5, in the event the Company
has elected to make annuity forms of distribution the normal form of
distribution to participants pursuant to Article XVIII-A hereof, the vested
account balance of a married participant who dies prior to his Annuity Starting
Date shall be applied toward the purchase of an annuity for the life of his
surviving spouse, unless such benefit shall be waived by the participant as
provided herein. The surviving spouse may elect to have such annuity distributed
within a reasonable period after the participant's death.

                Any waiver election referred to in the preceding paragraph shall
be made within the period which begins on the earlier of (a) the first day of
the plan year in which the participant attains age thirty-five (35), or (b) the
date on which the participant incurs a termination of employment, and ends on
the date of the participant's death. A participant who will not yet attain age
thirty-five (35) as of the end of any current plan year may make a special
qualified election to waive the annuity payable to his spouse upon his death for
the period beginning on the date of such

                                      DEATH
                                      17-3


<PAGE>   131



election and ending on the first day of the plan year in which the participant
will attain age thirty-five (35). Such election shall not be valid unless the
participant receives a written explanation of the survivor annuity which is
comparable to that provided to the Participant pursuant to Section 18.5A hereof.
Qualified preretirement survivor annuity coverage will be automatically
reinstated as of the first day of the plan year in which the participant attains
age thirty-five (35). Any new waiver on or after such date shall be subject to
the full requirements of this Section 17.6.

                Any election to waive qualified preretirement survivor annuity
coverage shall be in writing and shall be effective only if the participant's
spouse consents to the election in accordance with Section 28.8 hereof. The
election shall designate a specific non-spouse beneficiary, including any class
of beneficiaries or any contingent beneficiaries, which may not be changed
without the spouse's consent, unless the spouse shall in the original consent
expressly permit further designations by the participant. Any election by a
participant to waive the qualified preretirement survivor annuity described
herein shall be revocable at any time up to the date of the participant's death.
Any such revocation shall be automatically effective without the consent of the
participant's spouse.

                The Administrator shall provide each participant, within the
period beginning with the earlier of (i) the first day of the plan year in which
the participant attains age thirty-two (32) or

                                      DEATH
                                      17-4


<PAGE>   132



(ii) a reasonable period following his termination of employment, and ending
with the close of the plan year preceding the plan year in which the participant
attains age thirty-five (35), a written explanation of the surviving spouse's
rights under this Section 17.6. In the case of a participant hired by a
Participating Company after age thirty-five (35), such written explanation shall
be provided within a reasonable period after the individual becomes a
participant in the Trust and Plan.

                17.7 ADMINISTRATOR TO NOTIFY TRUSTEE. Upon the death of a
participant or a former participant, the Administrator shall immediately advise
the Trustee of the identity of such partici- pant's death beneficiary or
beneficiaries. The Trustee shall be completely protected in making distributions
to any person or persons in accordance with the instructions it receives from
the Administrator.

                17.8 INCOMPLETE DISPOSITION. In the event that a participant or
former participant dies at a time when he has a designation on file with the
Administrator which does not dispose of all of the amounts distributable under
this Trust and Plan upon his death, then the amounts distributable on behalf of
said participant or former participant, the disposition of which was not
determined by the deceased participant's or former participant's designation,
shall be distributed to a death beneficiary determined under the provisions of
Section 17.4 hereof. Any insurance proceeds for which there is no living
beneficiary named shall be distributed in accordance with the terms of the
insurance contract.

                                      DEATH
                                      17-5


<PAGE>   133



                17.9 AMBIGUITY OF BENEFICIARY DESIGNATION. Any ambiguity in a
participant's death beneficiary designation shall be resolved by the
Administrator. Subject to Section 17.5 hereof, the Administrator may direct a
participant to clarify his designation and if necessary execute a new
designation containing such clarification.

                                      DEATH
                                      17-6


<PAGE>   134



                                  ARTICLE XVIII
                                  -------------

                                  DISTRIBUTIONS
                                  -------------

                18.1 DATE OF DISTRIBUTIONS. Distributions will normally commence
as of the dates specified in Articles XV, XVI and XVII hereof. However, if
permitted by Section (30) of the Adoption Agreement, a participant or his
beneficiary may elect in writing, subject to Section 18.5 hereof, to defer any
distribution until a date not later than a date indicated in the Adoption
Agreement.

                18.2 METHOD OF DISTRIBUTION. Any distribution to be made
pursuant to Article XV, XVI or XVII hereof may be made pursuant to one or a
combination of the methods of distribution permitted under Section (28) of the
Adoption Agreement, as shall be selected by the participant, former participant
or beneficiary of a deceased participant. Generally, such methods of
distribution shall be:

                (a)        a single lump sum distribution; and

                (b)        nearly equal monthly, quarterly or annual
                           installments over a period selected by the
                           participant, which shall not exceed the maximum
                           permissible period under Section 401(a)(9) of the
                           Code.

If no method is selected, distribution shall be made in the lump sum form.

                18.3 ADMINISTERING DISTRIBUTION OF ACCOUNTS. Upon direction of
the Administrator, the Trustee shall make payment from the Trust Fund to the
participant or his beneficiary as the case may be. As long as there remain any
amounts credited to an account, the Trustee shall continue to maintain and
administer said

                                  DISTRIBUTIONS
                                      18-1


<PAGE>   135



account in accordance with the terms and provisions of the Trust and Plan.

                18.4 LUMP SUM PAYMENT OF SMALL AMOUNTS. Notwithstanding any
contrary provision of this Trust and Plan, in the event that the vested interest
and personal accounts of a retired, terminated or deceased participant have a
value less than or equal to Three Thousand Five Hundred Dollars ($3,500.00), the
Administrator shall direct the Trustee to distribute such vested interest and
personal accounts in a single lump sum payment without the consent of the
participant or his beneficiary.

                18.5 RESTRICTIONS. Notwithstanding any other provisions of this
Trust and Plan, distributions hereunder shall be subject to the following
restrictions:

            (a)   in the case of a living participant or former participant:

                  (i)   distribution must commence on or before:

                        (A)   the April 1 following the end of the calendar year
                              in which he attains age seventy and one-half
                              (70-1/2) or retires, whichever is later, if the
                              participant shall have attained age seventy and
                              one-half (70-1/2) prior to January 1, 1988 and was
                              not a five percent (5%) owner at any time after
                              the beginning of the plan year that ends in the
                              calendar year during which he attained age sixty-
                              six and one-half (66-1/2); or

                        (B)   the April 1 following the end of the calendar year
                              in which he attains age seventy and one-half
                              (70-1/2) in all other cases; and

                  (ii)  installment distributions shall not be payable over a
                        period of years in excess of his life expectancy or the
                        joint life expectancies of himself and his spouse or
                        beneficiary; and

                                  DISTRIBUTIONS
                                      18-2


<PAGE>   136




            (b)   in the case of a deceased participant or former participant,
                  distributions after his death shall be payable either:

                  (i)   within five (5) years of the date of his death; or

                  (ii)  if distribution commences to his beneficiary, either:

                        (A)   within one (1) year of the date of his death or on
                              a later date permitted under any lawful
                              regulations by the Secretary of the Treasury; or

                        (B)   if his spouse is his beneficiary, by the date such
                              participant would have attained age seventy and
                              one-half (70-1/2);

                        over a period not extending beyond the life expectancy
                        of such beneficiary; or

                  (iii) if the participant's distribution had commenced prior to
                        his death under a form of payment meeting the
                        requirements of subsection (a)(ii) above, such
                        distribution must be completed by the remainder of the
                        period specified in said subsection (a)(ii); and

            (c)   in the case of the death of a beneficiary who is the surviving
                  spouse of a deceased participant, a distribution commencing
                  after the death of the spouse shall be payable either:

                  (i)   within five (5) years of the date of the spouse's death;

                  (ii)  if distribution commences to the spouse's beneficiary
                        within one (1) year of the spouse's death or on a later
                        date permitted under any lawful regulations issued by
                        the Secretary of the Treasury, over a period not
                        extending beyond the life expectancy of such
                        beneficiary; or

            (d)   in the event payments are made to a participant's child, for
                  purposes of this Section 18.5, such payments shall be deemed
                  to be paid to the partici- pant's spouse if such payments will
                  become payable to such spouse upon such child's reaching
                  majority or any other event permitted under any lawful
                  regulations issued by the Secretary of the Treasury.

                                  DISTRIBUTIONS
                                      18-3


<PAGE>   137




A participant, former participant or beneficiary may elect to have his life
expectancy redetermined from time to time but not more frequently than annually.
In the event that a participant, former participant or beneficiary fails to make
such an election, then no redetermination shall be performed.

                Notwithstanding anything in this Trust and Plan to the contrary,
if a participant had filed an election with the Administrator prior to January
1, 1984, that his distribution either be under a form or commence after a date
not provided for in this Trust and Plan, as herein adopted, such distribution
shall nevertheless be made in accordance with such election, provided that the
provisions of such election complied with the terms of the Trust and Plan as in
effect on the date such election was filed with the Administrator.

                18.6 LUMP SUM VALUE OF INSTALLMENT METHOD OF DISTRIBUTIONS.
Notwithstanding any other provision of this Trust and Plan, the commuted lump
sum value of the amounts payable to a participant or former participant (whose
beneficiary is someone other than his spouse) pursuant to the installment method
of distribution, computed as of the commencement date of distribution, shall not
be less than fifty percent (50%) of the value of the amounts distributable on
his behalf under this Trust and Plan.

                18.7 REVALUATION OF UNDISTRIBUTED AMOUNTS. As long as there
remain any amounts credited to a participant's accounts, the Trustee shall
continue to maintain said accounts and said accounts shall be periodically
revalued in accordance with the provisions of

                                  DISTRIBUTIONS
                                      18-4


<PAGE>   138



Article XI hereof. In the event that a former participant shall have more than
one account, the Trustee, in its sole discretion, may consolidate said accounts
into a single distribution account.

                18.8 RESPONSIBILITY OF TRUSTEE REGARDING DISTRIBUTIONS. The
Trustee, upon notification by the Administrator as to the eligibility of and
method of distribution applicable to a participant, former participant or
beneficiary, shall take one or a combination of the following actions to
effectuate the method of distribution to such person:

                (a)        sell or surrender any contract or contracts of
                           insurance then held with respect to such person for
                           the cash surrender value thereof; or

                (b)        cause such contract or contracts to be converted
                           pursuant to any of the available lump sum or
                           installment options under such contract or
                           contracts; or

                (c)        make distributions of cash and insurance contracts
                           directly from the Trust Fund to such person.

                Any amounts received by the Trust Fund upon the surrender of any
life insurance contracts shall be credited to such person's distribution
account. Any amounts paid from the Trust Fund to an insurance company or to a
participant, former participant or beneficiary shall be debited to such account.

                18.9 DIRECT ROLLOVERS. This Section 18.9 applies to
distributions made on or after January 1, 1993. Notwithstanding any provision of
the Trust and Plan to the contrary that would otherwise limit a distributee's
election under this Section 18.9, a distributee may elect, at the time and in
the manner prescribed by the Administrator, to have any portion of an eligible
rollover

                                  DISTRIBUTIONS
                                      18-5


<PAGE>   139



distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.

                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 Code Section
401(a)(9), and the portion of any distribution that is not includible in gross
income (determined with regard to the exclusion for net unrealized appreciation
with respect to employer securities).

                An eligible retirement plan is an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401(a), 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.

                A distributee includes an employee or former employee. In
addition, the employee's or former employee's surviving spouse and

                                  DISTRIBUTIONS
                                      18-7


<PAGE>   140



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 Code Section
414(p), are distributees with regard to the interest of the spouse or former
spouse.

                A direct rollover is a payment by the Trust and Plan to the
eligible retirement plan specified by the distributee.

                                  DISTRIBUTIONS
                                      18-7


<PAGE>   141



                                 ARTICLE XVIII-A
                                 ---------------

                         DISTRIBUTIONS - ANNUITY OPTION
                         ------------------------------

               18.1A DATE OF DISTRIBUTION. Distributions will normally commence
as of the dates specified in Articles XV, XVI and XVII hereof, except that a
participant may elect to have a distribution made pursuant to Section 18.2A or
Section 18.3A below commence upon his attainment of the earliest retirement age
under the Trust and Plan. In addition, if permitted by Section (30) of the
Adoption Agreement, a participant or his beneficiary may elect in writing,
subject to Section 18.10A hereof, to defer any distribution until a date not
later than a date indicated in the Adoption Agreement.

               18.2A NORMAL METHOD. Unless an annuity method of distribution is
selected under Section 18.3A hereof or the annuity method has been designated
the normal method of distribution in Section (28) of the Adoption Agreement, the
normal method of distribution of amounts distributable to a participant, former
participant or his beneficiary pursuant to Articles XV, XVI or XVII hereof shall
be a single lump sum payment.

               18.3A ANNUITY METHODS OF DISTRIBUTION. In lieu of receiving a
single lump sum payment pursuant to Section 18.2A, or if the normal method of
distribution selected in Section (28) of the Adoption Agreement is the Annuity
Method, a participant, former participant or beneficiary of a deceased
participant may elect to receive the amounts distributable to him pursuant to
Articles XV, XVI and XVII in the form of an annuity contract purchased for him

                                  DISTRIBUTIONS
                                      18-1A


<PAGE>   142



from an insurance company by the Trustee pursuant to Section 18.11A hereof.
Unless another form of annuity contract is selected under Section 18.4A, any
such annuity contract shall normally provide by its terms for benefits to be
paid:

               (a)        to a married participant or a married former
                          participant in the Spouse's Annuity Form described
                          in Section 18.4A; and

               (b)         to an unmarried participant, an unmarried former
                           participant or a beneficiary of a participant in
                           the Full Cash Refund Life Annuity Form described in
                           Section 18.4A.

               18.4A OPTIONAL METHODS OF DISTRIBUTION. A participant, a former
participant, or a beneficiary of a participant may elect, in lieu of receiving
the amounts distributable to him pursuant to the normal methods of distribution
set forth in Section 18.2A or Section 18.3A, to receive such amounts pursuant to
any one or a combination of the following optional methods of distribution
permitted under Section (28)(b) of the Adoption Agreement:

               FORM 1. LIFE ANNUITY FORM. A participant who receives payment of
               his retirement benefits under the Life Annuity Form, shall
               receive an immediate annuity providing retirement benefit
               payments during his life. No benefits shall be payable after the
               death of the participant.

               FORM 2. SPOUSE'S ANNUITY FORM. A participant who receives payment
               of his retirement benefits under the Spouse's Annuity Form, shall
               receive an immediate annuity providing retirement benefit
               payments during his life with the provision that after his death
               50% of his monthly retirement benefit shall continue during the
               life of and shall be paid to the person who was his spouse on the
               date his benefits commence.

               FORM 3. JOINT AND SURVIVOR FORM. A participant who receives
               payment of his retirement benefits under the Joint and Survivor
               Form shall receive retirement benefit payments during his life,
               with the provision that after his death one hundred percent
               (100%) or fifty percent (50%), as shall be selected by the
               participant ("Selected Percentage"), of

                                  DISTRIBUTIONS
                                      18-2A


<PAGE>   143



               his monthly retirement benefit shall continue during the life of
               and shall be paid to such beneficiary as he shall nominate by
               written designation duly filed with the Administrator or its
               designated representative.

               FORM 4. LIFE-PERIOD CERTAIN FORM. A participant who receives
               payment of his retirement benefits under the Life-Period Certain
               Form shall receive retirement benefit payments during his life,
               with the provision that, in the event the participant shall die
               before he shall have received retirement benefit payments for a
               period of sixty (60), one hundred twenty (120), or one hundred
               eighty (180) months, as selected by the participant ("Selected
               Period"), after his death one hundred percent (100%) of his
               monthly retirement benefit shall continue for the remainder of
               said Selected Period to such beneficiary as he shall have
               nominated by written designation duly filed with the
               Administrator or its designated representative.

               FORM 5. FULL CASH REFUND LIFE ANNUITY FORM. A participant who
               receives payment of his retirement benefits under the Full Cash
               Refund Life Annuity Form shall receive retirement benefit
               payments during his life, with the provision that, in the event
               the participant shall die before he shall have received payments
               of retirement benefits aggregating the single lump sum amount
               used to purchase the annuity contract which is to be used to
               provide benefits with respect to such participant, the balance of
               such single lump sum amount ("Full Cash Refund") shall be paid in
               a single lump sum to such beneficiary as he shall have nominated
               by written designation duly filed with the Administrator or its
               designated representative.

               FORM 6. LUMP SUM FORM. A participant who receives payment of his
               retirement benefits under the Lump Sum Form shall receive a
               single lump sum payment upon the date his retirement benefits
               would otherwise have commenced under the Trust and Plan.

               FORM 7.  OTHER FORM.  A participant who receives payment of
               his retirement benefits under an Other Form shall receive
               his benefits in a form described in the Adoption Agreement.

               18.5A NOTICE OF METHODS OF DISTRIBUTION. If the annuity method
has been designated the normal method of distribution, the Administrator shall,
no less than thirty (30) days and no more than ninety (90) days prior to the
Annuity Starting Date of a

                                  DISTRIBUTIONS
                                      18-3A


<PAGE>   144



participant, former participant or beneficiary, provide each such individual a
written explanation of the terms and conditions of the normal methods of
distribution described in Section 18.3A, the individual's right to make and the
effect of an election of an optional form of distribution, the rights of a
participant's or former participant's spouse and the right to revoke and the
effect of revocation of a prior election of an optional method of distribution.

               18.6A ELECTION OF ANNUITY CONTRACT OR OPTIONAL METHOD OF PAYMENT.
To elect an annuity contract as set forth in Section 18.3A or one or a
combination of the optional methods of distribution, a participant, former
participant or beneficiary shall notify the Administrator of such election in
writing prior to the date his retirement benefits become distributable pursuant
to Article XV, XVI or XVII hereof. If either the annuity method of distribution
has been designated the normal method of distribution or a married participant
or former participant has elected to receive an annuity contract pursuant to
Section 18.3A above and further has elected to receive his retirement benefits
under a form other than the Spouse's Annuity Form, such election shall not be of
any effect and the participant or former participant shall be treated the same
as though his election had not been made unless the participant's spouse
consents in writing to such election in accordance with Section 28.8 hereof. Any
such election by a married participant shall designate a specific optional
method of distribution which shall not be changed without his spouse's

                                  DISTRIBUTIONS
                                      18-4A


<PAGE>   145



consent, unless the spouse's original consent expressly permits further changes
by the participant.

               A married participant shall be allowed to make such election no
less than thirty (30) days nor more than ninety (90) days after having received
a written explanation of the joint and survivor annuity benefit pursuant to
Section 18.5A hereof. The date a participant's retirement benefits become
distributable pursuant to Article XV or XVI hereof shall be postponed, if
necessary, to provide such ninety (90) days unless he makes an earlier election.
In addition to the foregoing, a participant may revoke a prior election and
elect another optional method of distribution, if desired, as long as such
ninety (90) day period has not expired. The number of revocations hereunder
shall not be limited.

               18.7A LUMP SUM PAYMENT OF SMALL AMOUNTS. Notwithstanding any
contrary provision of this Trust and Plan, in the event that the vested interest
and personal accounts of a retired, terminated or deceased participant have a
value less than or equal to Three Thousand Five Hundred Dollars ($3,500.00), the
Administrator shall direct the Trustee to distribute such vested interest and
personal accounts in a single lump sum payment without the consent of the
participant or beneficiary. Any such lump sum payment shall be in full
settlement of such participant's or beneficiary's rights under this Trust and
Plan.

                18.8A LUMP SUM VALUE OF OPTIONAL METHODS OF DISTRIBUTIONS.
Notwithstanding any other provisions of this Trust and Plan, the

                                  DISTRIBUTIONS
                                      18-5A


<PAGE>   146



commuted lump sum value of the amounts payable to a participant or former
participant (whose beneficiary is someone other than his spouse) pursuant to any
optional method of distribution, computed as of the commencement date of
distribution, shall not be less than fifty percent (50%) of the value of the
amounts distributable on his behalf under the Trust and Plan.

               18.9A REVALUATION OF UNDISTRIBUTED AMOUNTS. As long as there
remain any amounts credited to a participant's accounts, the Trustee shall
continue to maintain said accounts and said accounts shall be periodically
revalued in accordance with the provisions of Article XI hereof. In the event
that a former participant shall have more than one account, the Trustee, in its
sole discretion, may consolidate said accounts into a single distribution
account.

                18.10A RESTRICTIONS ON DISTRIBUTIONS. Notwithstanding any other
provisions of this Trust and Plan, distributions hereunder shall be subject to
the following restrictions:

            (a)   in the case of a living participant or former participant:

                  (i)   distribution must commence on or before:

                        (A)   the April 1 following the end of the calendar year
                              in which he attains age seventy and one-half
                              (70-1/2) or retires, whichever is later, if the
                              employee shall have attained age seventy and
                              one-half (70-1/2) prior to January 1, 1988 and was
                              not a five percent (5%) owner at any time after
                              the beginning of the plan year that ends in the
                              calendar year during which he attained age
                              sixty-six and one-half (66-1/2); or

                        (B)   the April 1 following the end of the calendar year
                              in which he attains age

                                  DISTRIBUTIONS
                                      18-6A


<PAGE>   147



                        seventy and one-half (70-1/2) in all other cases; and

                  (ii)  installment distributions shall not be payable over a
                        period of years in excess of his life expectancy or the
                        joint life expectancies of himself and his spouse or
                        beneficiary; and

                  (iii) annuities cannot be issued exceeding his life expectancy
                        or the joint life expectancies of himself and his spouse
                        or beneficiary; and

            (b)   in the case of a deceased participant or former participant,
                  distributions after his death shall be payable either:

                  (i)   within five (5) years of the date of his death; or

                  (ii)  if distribution commences to his beneficiary, either:

                        (A)   within one (1) year of the date of his death or on
                              a later date permitted under any lawful
                              regulations by the Secretary of the Treasury; or

                        (B)   if his spouse is his beneficiary, by the date such
                              employee would have attained age seventy and
                              one-half (70-1/2);

                        over a period not extending beyond the life expectancy
                        of such beneficiary; or

                  (iii) if the participant's distribution had commenced prior to
                        his death under a form of payment meeting the
                        requirements of subsection (a)(ii) or (a)(iii) above,
                        such distribution must be completed by the remainder of
                        the period specified in said subsection (a)(ii) or
                        (a)(iii); and

                  (iv)  if the participant's distribution had not commenced
                        prior to his death under a form of payment meeting the
                        requirements of subsection (a)(ii) or (a)(iii) above and
                        the participant's spouse is entitled to a distribution
                        hereunder but dies prior to the commencement of such
                        distribution, then the limitations of this subsection
                        (b) shall be applied as if the spouse were the
                        participant; and

                                  DISTRIBUTIONS
                                      18-7A


<PAGE>   148




            (c)   in the case of the death of a beneficiary who is the surviving
                  spouse of a deceased participant, a distribution commencing
                  after the death of the spouse shall be payable either:

                  (i)   within five (5) years of the date of the spouse's death;

                  (ii)  if distribution commences to the spouse's beneficiary
                        within one (1) year of the spouse's death or on a later
                        date permitted under any lawful regulations issued by
                        the Secretary of the Treasury, over a period not
                        extending beyond the life expectancy of such
                        beneficiary; or

            (d)   in the event payments are made to a participant's child, for
                  purposes of this Section 18.9A such payments shall be deemed
                  to be paid to the participant's spouse if such annuity
                  payments will become payable to such spouse upon such child's
                  reaching majority or any other event permitted under any
                  lawful regulations issued by the Secretary of the Treasury.

A participant, former participant or beneficiary may elect to have his life
expectancy redetermined from time to time but not more frequently than annually.
In the event that a participant, former participant or beneficiary fails to make
such an election, then no recalculation shall be performed.

             Notwithstanding anything in this Trust and Plan to the contrary, if
a participant had filed an election with the Administrator prior to January 1,
1984, that his distribution either be under a form or commence after a date not
provided for in this Trust and Plan, as herein adopted, such distribution shall
nevertheless be made in accordance with such election, provided that the
provisions of such election complied with the terms of the Trust and Plan as in
effect on the date such election was filed with the Administrator.

                                  DISTRIBUTIONS
                                      18-8A


<PAGE>   149



             18.11A RESPONSIBILITY OF TRUSTEE REGARDING DISTRIBUTIONS. The
Trustee, upon notification by the Administrator as to the eligibility of and
method of distribution applicable to a participant, former participant or
beneficiary, shall take one or a combination of the following actions to
effectuate the method of distribution to such person:

                  (a)      purchase from an insurance company a fully paid-up,
                           nontransferable annuity contract or contracts; or

                  (b)      sell or surrender any contract or contracts of
                           insurance then held with respect to such person for
                           the cash surrender value thereof; or

                  (c)      cause such contract or contracts to be converted
                           pursuant to any of the available lump sum or
                           installment options under such contract or
                           contracts; or

                  (d)      make distributions of cash and insurance contracts
                           directly from the Trust Fund to such person.

             In the event that the Trustee, pursuant to this Section 18.11A,
obtains an annuity contract for the benefit of a participant, former participant
or a beneficiary, the Trustee shall, after having selected such settlement
options and placed such restrictive endorsements thereon as are directed by the
Administrator, transfer ownership of the contract or contracts to such
participant, former participant or beneficiary and deliver said contract or
contracts to him. The delivery of said contract or contracts shall be in full
settlement of such participant's, former participant's or beneficiary's rights
under this Plan. The Company, other Participating Companies and Affiliates, the
Administrator and the Trustee shall not be responsible for:

                                  DISTRIBUTIONS
                                      18-9A


<PAGE>   150



             (a)           any failure on the part of any insurance company to
                           make any payments or provide any benefit under any
                           annuity contract;

             (b)           for the action or inaction of any person which may
                           render any annuity contract invalid or
                           unenforceable; and

             (c)           any inability to perform or delay in performing any
                           act occasioned by any provisions of any annuity
                           contract or restriction imposed by any insurance
                           company or by any other person.

             Any amounts received by the Trust Fund upon the surrender of any
life insurance contracts shall be credited to such person's distribution
account. Any amounts paid from the Trust Fund to an insurance company or to a
participant, former participant or beneficiary shall be debited to such account.

             18.12A DIRECT ROLLOVERS. This Section 18.12A applies to
distributions made on or after January 1, 1993. Notwithstanding any provision of
the Trust and Plan to the contrary that would otherwise limit a distributee's
election under this Section 18.12A, a distributee may elect, at the time and in
the manner prescribed by the Administrator, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified by
the distributee in a direct rollover.

             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

                            DISTRIBUTIONS - ANNUITIES
                                     18-11A


<PAGE>   151



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 Code Section 401(a)(9), and the
portion of any distribution that is not includible in gross income (determined
with regard to the exclusion for net unrealized appreciation with respect to
employer securities).

             An eligible retirement plan is an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401(a), 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.

             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 Code Section 414(p), are
distributees with regard to the interest of the spouse or former spouse.

             A direct rollover is a payment by the Trust and Plan to the
eligible retirement plan specified by the distributee.

                            DISTRIBUTIONS - ANNUITIES
                                     18-11A


<PAGE>   152



                                   ARTICLE XIX
                                   -----------

                       THE TRUSTEE, ITS POWERS AND DUTIES
                       ----------------------------------

                19.1 OBLIGATIONS AND DUTIES. The Trustee shall not be obligated
to institute any action or proceeding to compel a Participating Company to make
any contributions to this Trust, nor shall the Trustee be obligated to make any
inquiry as to whether any amount deposited with it is the amount provided to be
deposited under the terms of Articles V, VI or VII. The Trustee shall keep books
of account which shall show all receipts and disbursements and a complete record
of the operation of the Trust, and the Trustee shall at least once a year and at
such other times as the Company or the Administrator shall so request render a
report of the operation of this Trust to the Company and the Administrator. The
Trustee shall file with the Internal Revenue Service such returns and other
information concerning the Trust Fund as may be required of the Trustee by the
Code and any lawful Regulations issued by the Treasury Department thereunder.
The Trustee shall not be obligated to pay any interest on any funds which may
come into its hands. The Trustee is a party to this Trust and Plan solely for
the purposes set forth in this instrument and to perform the acts herein set
forth, and no obligation or duty shall be expected or required of it except as
expressly stated herein or in ERISA and any lawful Regulations issued thereunder
by the Secretary of Labor or the Secretary of the Treasury. The Trustee may
consult with counsel (who may or may not be counsel for the Company or any

                                     TRUSTEE
                                      19-1


<PAGE>   153



other Participating Company) selected by the Trustee concerning any question
which may arise with reference to its powers or duties under this Trust and
Plan, and the opinion of such counsel shall be full and complete authority and
protection in respect of any action taken, suffered or omitted by the Trustee in
good faith and in accordance with such opinion, provided due care is exercised
in the selection of such counsel.

                19.2 RESIGNATION BY TRUSTEE. The Trustee may resign from this
Trust by mailing to the Company a written notice of resignation addressed to the
Company at the last address of the Company on file with the Trustee, or by
delivering such written notice to the Company at such address. The Company may
remove the Trustee by written notice of such removal mailed to the Trustee at
the last address of the Trustee on file with the Company, or by delivering such
written notice to the Trustee at such address. Such resignation or removal shall
take effect on the date specified in the notice of resignation or removal, but
not less than thirty (30) days, nor more than sixty (60) days, following the
date of mailing of such notice or delivery of such notice if it be not mailed
unless a shorter period is mutually acceptable. Upon such resignation or
removal, the Trustee shall be entitled to its fees to the effective date of
resignation or removal and any and all costs or expenses paid or incurred by the
Trustee in connection with this Trust and Plan. In no event shall such
resignation or removal terminate this Trust and Plan, but the Company shall
forthwith appoint a successor Trustee to carry out the terms of this Trust

                                     TRUSTEE
                                      19-2


<PAGE>   154



and Plan, which successor Trustee shall be any individual, trust company or bank
selected by the Company. In case of the resignation or removal of the Trustee,
the Trustee shall forthwith turn over to the successor Trustee all assets in its
possession, and copies of such records as may be necessary to permit the
successor Trustee to carry out its duties.

                19.3 ADMINISTRATION EXPENSES. The expenses of administration of
the Trust incurred by the Trustee, including counsel fees and including
Trustee's fees as such may from time to time be agreed upon between the Company
and the Trustee, shall be paid in any one of the following manners as determined
by the Company in its sole discretion:

                (a)        paid out of the annual contributions by the
                           Participating Companies before allocation of such
                           contribution is made among the accounts of the
                           Trust;

                (b)        paid directly by the Participating Companies to the
                           Trustee; or

                (c)        paid out of the Trust Fund.

Notwithstanding the foregoing, in no event will any Trustee who is an employee
of a Participating Company receive compensation from the Trust and Plan, except
for expenses properly and actually incurred. Fees and expenses of the Trustee
which have not been paid will be deemed to be a lien upon the Trust Fund.

                19.4 OWNERSHIP OF INSURANCE CONTRACTS. The Trustee shall be the
complete and absolute owner of the insurance contracts held in the Trust and of
each and every incident of ownership thereof, except as otherwise provided
herein, shall be entitled to receive

                                     TRUSTEE
                                      19-3


<PAGE>   155



all benefits due thereunder, except that any amount which may become due as a
death benefit under any such insurance contract shall be payable directly to the
death beneficiary determined under Article XVII hereof, shall have such powers,
rights, duties, options, or privileges which belong to the absolute owner of
such contracts or which are granted by the terms of any such contracts or by the
terms of this Trust and Plan, and, without intending to limit the generality of
the foregoing, it is hereby provided that the Trustee shall have the right to
borrow money upon the direction of the Administrator for the payment of premiums
on the security of contracts and to pledge the same, provided that nothing
herein contained shall be construed to permit the use of, and it is hereby
expressly made prohibitive of the use of any contract or contracts to the
advantage, benefit, gain or detriment of any other contract or contracts.

                19.5 RECEIPTS AND RELEASES. The Trustee is hereby authorized to
execute all necessary receipts and releases to the insurance company or
companies concerned, and shall be under the duty upon being advised by the
Administrator that the proceeds of any such contracts have become payable to
make efforts to collect such sums as may appear to be due; provided, however,
that the Trustee shall not be required to institute suit or maintain litigation
to collect the proceeds of any contract unless it is in possession of funds
sufficient for that purpose or unless it has been indemnified to its
satisfaction for its counsel fees, costs, disbursements and all other expenses
and liabilities to which it

                                     TRUSTEE
                                      19-4


<PAGE>   156



may in its judgment be subjected by such action on its part, provided, further,
that the Trustee may utilize the proceeds of any such contract to meet expenses
incurred in connection with enforcing payment of such contract. Notwithstanding
anything to the contrary herein contained, the Trustee is authorized, with the
written approval of the Administrator, to compromise and adjust claims arising
out of the contracts or any of them upon such terms and conditions as it may
deem just, and the decision of the Trustee shall be binding and conclusive upon
all persons interested in the Trust and Plan.

                19.6 SEGREGATION OF ASSETS. Any segregation of assets required
under this Trust may be made in cash or in kind, or partly in cash and partly in
kind, according to the discretion of the Trustee, but any such segregation shall
be made on the basis of the most recent valuation made pursuant to Article XI.

                19.7 CO-TRUSTEES. In the event that the Company shall have
appointed more than one individual, trust company or bank to act jointly as
Trustee hereunder, any action which this Trust and Plan authorizes or requires
the Trustee to do shall be done by action of the majority of the then acting
trustees, or, in the case of two such persons acting jointly as Trustee, by
action of both such trustees. Such action may be taken at any meeting of the
trustees then acting or by written authorization and affirmative consent without
a meeting. The trustees, by written agreement among themselves, a copy of which
shall be filed with the Company and the Administrator, may allocate among
themselves any of the

                                     TRUSTEE
                                      19-5


<PAGE>   157



powers and duties of the Trustee under this Trust and Plan. In such event, the
trustee to whom a power or duty is allocated may take action with respect
thereto without the consent of any other trustee. Any person, firm, partnership
or corporation may rely upon the written signatures of such number of the
trustees as are hereunder empowered to take action as the signature of the
Trustee hereunder. Notwithstanding any other provision of this Trust and Plan to
the contrary, so long as at least one individual, trust company or bank shall
continue to act as Trustee hereunder, the Company shall not be under any duty to
appoint a successor to any trustee who shall resign or be removed.

                19.8 LIABILITY OF TRUSTEE. Except as otherwise provided in
ERISA, if the Trustee is one or more individuals who are employees of a member
of the Controlled Group, the Trustee and its members shall incur no personal
liability of any nature whatsoever in connection with any act done or omitted to
be done in carrying out its responsibilities under the terms of this Trust and
Plan or other responsibilities imposed upon such persons by ERISA or regulations
promulgated thereunder.

                                     TRUSTEE
                                      19-6


<PAGE>   158



                                   ARTICLE XX
                                   ----------

                                   INVESTMENTS
                                   -----------

                20.1 INVESTMENT POWERS AND DUTIES OF TRUSTEE. In addition to the
powers and duties conferred and imposed upon the Trustee by the other provisions
of this Trust and Plan, the Trustee shall, subject to the provisions of Articles
IX, X and XII, have the following powers and duties:

                (a) To invest and reinvest the principal and income of the Trust
Fund and keep the same invested with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims, without distinction between
principal and income and without regard to any limitations, other than such
prudent man rule, prescribed by law or custom upon the investments of
fiduciaries, in each and every kind of property, whether real, personal or
mixed, tangible or intangible, and wherever situated, including but not limited
to contracts of an insurance company on the life of any participant (including
annuity contracts if distributions are made in the form of a life annuity
pursuant to Section (28)(b) of the Adoption Agreement), shares of any Regulated
Investment Company, units of any common trust fund of any bank or trust company
now in existence or hereafter established, shares of common, preference and
preferred stock, put and call options, rights, options, subscriptions, warrants,
trust receipts, investment trust certificates, mortgages, leases, bonds, notes,
debentures, equipment or collateral trust certificates and other corporate,
individual or government obligations, whether secured or unsecured; to invest
and reinvest in and retain any stocks, bonds or other securities of any
corporate trustee serving hereunder, or any parent or affiliate thereof; to
invest in commodities and commodity contracts; to invest and reinvest in any
time or savings deposits of the Trustee or any parent or affiliate thereof if
such deposits bear a reasonable rate of interest or of any bank, trust company,
or savings and loan institution, which deposits may but need not be guaranteed
by the Federal Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation; and in addition to become a general partner or limited
partner in any partnership or limited partnership the purposes of which are to
invest or reinvest the partnership assets in any such properties or deposits;

                                   INVESTMENTS
                                      20-1


<PAGE>   159



                (b) To invest a portion or all of the Trust Fund in units of any
common or group trust created solely for the purpose of providing a satisfactory
diversification of investments for participating trusts; provided that such
common or group trust, (i) limits participation thereunder to pension and
employer contribution trusts which qualify under Section 501(a) of the Code, as
amended, (ii) prohibits income and/or principal attributable to a participating
trust from being used for any purpose other than the exclusive benefit of the
employees or their beneficiaries of such participating trust, (iii) prohibits
assignment by a participating trust of any part of such participating trust's
equity or interest in the common or group trust, (iv) is created or organized in
the United States and is maintained at all times as a domestic trust in the
United States; as long as the Trustee holds such units hereunder, the instrument
establishing such common or group trust (including all amendments thereto) shall
be deemed to have been adopted and made a part of this Trust and Plan;

                (c) Upon direction by the Company, to invest or reinvest all or
a portion of the Trust Fund in qualifying employer securities and/or qualifying
employer real estate as such terms are defined in Section 4975 of the Code, as
amended, and Section 407(d) of ERISA, which investment may constitute more than
ten percent (10%) of the fair market value of the assets of the Trust Fund, and
to retain, or to sell, exchange or otherwise dispose of any such securities or
real estate held in this Trust Fund. In the event of any such investment, the
Trustee shall file with the appropriate District Director of Internal Revenue
such returns and other information as shall be required from time to time by the
Code, as amended, and valid regulations, rulings and procedures thereunder;

                (d) To sell, convert, redeem, exchange, grant options for the
purchase or exchange of, or otherwise dispose of, any real or personal property,
at public or private sale, for cash or upon credit, with or without security,
without obligation on the part of any person dealing with the Trustee to see to
the application of the proceeds of or to inquire into the validity, expediency
or propriety of any such disposal;

                (e) To manage, operate, repair, partition and improve and
mortgage or lease (with or without option to purchase) for any length of time
any real property held in the Trust Fund; to renew or extend any mortgage or
lease, upon any terms the Trustee may deem expedient; to agree to reduction of
the rate of interest on any mortgage note; to agree to any modification in the
terms of any lease or mortgage or of any guarantee pertaining to either of them;
to enforce any covenant or condition of any lease or mortgage or of any
guarantee pertaining to either of them or to waive any default in the
performance thereof; to exercise and enforce any right of foreclosure; to bid on
property on foreclosure; to take a deed in lieu of foreclosure with or without
paying consideration therefor and in connection therewith to release the
obligation on the bond

                                   INVESTMENTS
                                      20-2


<PAGE>   160



secured by the mortgage; and to exercise and enforce in any action, suit or
proceeding at law or in equity any rights or remedies in respect of any lease or
mortgage or of any guarantee pertaining to either of them;

                (f) To exercise, personally or by general or limited proxy, the
right to vote any shares of stock or other securities held in the Trust Fund; to
delegate discretionary voting power to trustees of a voting trust for any period
of time; and to exercise or sell, personally or by power of attorney, any
conversion or subscription or other rights appurtenant to any securities or
other property held in the Trust Fund;

                (g) To join in or oppose any reorganization, recapitalization,
consolidation, merger or liquidation, or any plan therefor, or any lease (with
or without an option to purchase), mortgage or sale of the property of any
organization the securities of which are held in the Trust Fund; to pay from the
Trust Fund any assessments, charges or compensation specified in any plan of
reorganization, recapitalization, consolidation, merger or liquidation, to
deposit any property with any committee or depositary; and to retain any
property allotted to the Trust Fund in any reorganization, recapitalization,
consolidation, merger or liquidation;

                (h) To borrow money from any lender (including the Trustee
hereunder, where applicable in its capacity as a banking corporation when
permitted to do so by the applicable laws and regulations then in effect) in any
amount and upon such terms and conditions and for such purposes as the Trustee
shall deem necessary; for any money so borrowed the Trustee may issue its
promissory note as Trustee and to secure the repayment of any such loan, with
interest, may pledge or mortgage all or any part of the Trust Fund, and no
person loaning money to the Trustee shall be obligated to see to the application
of the money loaned or to inquire into the validity, expediency or propriety of
any such borrowing;

                (i) To compromise, settle or arbitrate any claim, debt or
obligation of or against the Trust Fund; to enforce or abstain from enforcing
any right, claim, debt or obligation; and to abandon any property determined by
it to be worthless;

                (j) To continue to hold any property of the Trust Fund whether
or not productive of income; to reserve from investment and keep unproductive of
income, without liability for interest, such cash as it deems advisable or, in
its discretion, to hold the same, without limitation on duration, on deposit in
the commercial department or in an interest-bearing account in the savings
department of any bank, trust company, or savings and loan institution
(including the Trustee where applicable in its capacity as a banking
corporation) in which deposits are guaranteed by the

                                   INVESTMENTS
                                      20-3


<PAGE>   161



Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance
Corporation;

                (k) To hold property of the Trust Fund in its own name or in the
name of a nominee, without disclosure of this Trust, or in bearer form so that
it will pass by delivery, but no such holding shall relieve the Trustee of its
responsibility for the safe custody and disposition of the Trust Fund in
accordance with the provisions of this Trust and Plan, and the Trustee's records
shall at all times show that such property is part of the Trust Fund;

                (l) To make, execute and deliver, as Trustee, any deeds,
conveyances, leases (with or without option to purchase), mortgages, options,
contracts, waiver or other instruments that the Trustee shall deem necessary or
desirable in the exercise of its powers under this Trust;

                (m) To employ, at the expense of the Trust Fund, agents who are
not regular employees of the Trustee, and to delegate in writing to them and
authorize them to exercise such powers and perform such duties required of the
Trustee hereunder without limitation as the Trustee may determine in its
uncontrolled discretion; the Trustee shall not be responsible for any loss
occasioned by any such agents selected by it with reasonable care;

                (n) To pay out of the Trust Fund all taxes imposed or levied
with respect to the Trust Fund and in its discretion to contest the validity or
amount of any tax, assessment, penalty, claim or demand respecting the Trust
Fund; however, unless the Trustee shall have first been indemnified to its
satisfaction or arrangements satisfactory to it shall have been made for the
payment of all costs and expenses, it shall not be required to contest the
validity of any tax, or to institute, maintain or defend against any other
action or proceeding either at law or in equity;

                (o) Except as otherwise provided in this Trust and Plan, to do
all acts, execute all instruments, take all proceedings and exercise all rights
and privileges with relation to any assets constituting a part of the Trust
Fund, which it may deem necessary or advisable to carry out the purposes of this
Trust and Plan;

                (p) During the minority or incapacity, in either case as
determined under applicable local law, of any participant, former participant or
beneficiary under this Trust and Plan, to make any payment to which such person
would otherwise be entitled pursuant to this Trust and Plan either to such
person or to the legal guardian of such person, and the receipt of either such
minor or incapacitated person or such legal guardian shall be a full discharge
and acquittance to the Trustee for such payment.

                                   INVESTMENTS
                                      20-4


<PAGE>   162



                (q) Upon direction by the Administrator, to purchase contracts
of life insurance on the lives of key persons whose death might affect adversely
the earnings of a Participating Company. Any such contracts shall be owned by
the Trustee and any and all benefits, including any amounts payable upon the
death of the person insured shall be payable to the Trustee and considered as an
investment for the benefit of the Trust as a whole.

                20.2 INVESTMENT MANAGER. Notwithstanding any provisions of this
Trust and Plan, the Company hereby retains the right to appoint, from time to
time, one or more:

                (a)        banks, as defined in the Investment Advisers Act of
                           1940;

                (b)        persons registered as investment advisers under
                           said Act; or

                (c)        insurance companies qualified to perform investment
                           advisory services under the laws of more than one
                           state;

to act as the Investment Manager or Managers of all or such portions of the
Trust Fund as the Company in its sole discretion shall direct. In order to serve
as Investment Manager, any such bank, person or insurance company must state in
writing to the Company and the Trustee that it meets the requirements set forth
in this Section 20.2 to be an Investment Manager and that it acknowledges that
it shall be a fiduciary with respect to this Trust and Plan during all periods
that it shall serve as such. During any period that an Investment Manager has
been appointed with respect to the Trust Fund or a portion thereof, it shall
have all powers normally given to the Trustee under Section 20.1 hereof with
respect to the management, acquisition or disposition of any asset of the Trust
Fund, or such portion thereof and the Trustee shall have no powers, duties or
obligations with respect to the

                                   INVESTMENTS
                                      20-5


<PAGE>   163



investment, management, acquisition or disposition of such assets. The Company
may remove any Investment Manager or change the portion of the Trust Fund at any
time subject to its management by written notice to the Trustee and the
Investment Manager. Any Investment Manager may resign by written notice to the
Company and the Trustee. Unless the Company appoints a successor to an
Investment Manager which has resigned or been removed or which is no longer
managing a portion of the Trust Fund, the powers, duties and obligations of the
Trustee with respect to the portion of the Trust Fund formerly managed by the
Investment Manager shall be automatically restored.

                20.3 INCOME FROM INVESTMENTS. All income from investment and
reinvestment made as provided in this Article XX shall be treated as principal,
and investments and reinvestment shall be made without distinction between
income and principal.

                20.4 PROHIBITED TRANSACTIONS. In no case shall the Trustee enter
into or engage in any transaction which is defined as a prohibited transaction
by Section 4975 of the Code or by Section 406 of ERISA, except to the extent any
such transaction is permitted under another provision of the Code or under a
valid regulation or exemption promulgated by a responsible agency of the federal
government.

                                   INVESTMENTS
                                      20-6


<PAGE>   164



                                   ARTICLE XXI
                                   -----------

                                 ADMINISTRATION
                                 --------------

                21.1 THE ADMINISTRATOR. The Administrator shall be any
person(s), corporation or partnership, (including the Company or a Participating
Company) as shall be designated in Section (38) of the Adoption Agreement. The
Company shall notify the Trustee of the identity of the Administrator and of any
change in the Administrator. Except as expressly set forth herein with respect
to the duties and responsibilities of the Trustee, the Retirement Savings
Committee, the Investment Manager or the Participating Companies, the
Administrator shall administer the Trust and Plan and shall have all powers and
duties granted or imposed on an "administrator" by ERISA. The Administrator
shall determine any and all questions of fact, resolve all questions of
interpretation of this instrument which may arise under any of the provisions of
this Trust and Plan as to which no other provision for determination is made
hereunder, and exercise all other powers and discretion necessary to be
exercised under the terms of this Trust and Plan which it is herein given or for
which no contrary provision is made. Subject to the provisions of Section 21.6,
the Administrator's decision with respect to any matter shall be final and
binding upon the Trustee and all other parties concerned, and neither the
Administrator nor any of its directors, officers or employees, if applicable,
shall be liable in that regard except for gross abuse of the discretion given it
and them under the terms of

                                 ADMINISTRATION
                                      21-1


<PAGE>   165



this Trust and Plan. All determinations of the Administrator shall be made in a
uniform, consistent and nondiscriminatory manner with respect to all
participants and beneficiaries in similar circumstances. The Administrator, from
time to time, may designate one or more persons or agents to carry out any or
all of its duties hereunder.

                21.2 DENIAL OF APPLICATION FOR BENEFITS. If any participant, any
beneficiary, or the authorized representative of a participant or beneficiary
shall file an application for benefits hereunder and such application is denied,
in whole or in part, he shall be notified in writing of the specific reason or
reasons for such denial unless the granting or denial of the application is in
the sole discretion of the Administrator in which event the notice to the
applicant shall state that the Administrator has denied the application pursuant
to the exercise of its discretionary powers under the Trust and Plan. The notice
shall also set forth the specific plan provisions upon which the denial is
based, an explanation of the provisions of Section 21.6 hereof, and any other
information deemed necessary or advisable by the Administrator.

                21.3 RETIREMENT SAVINGS COMMITTEE. The Board of the Company
shall appoint the members of a Retirement Savings Committee which shall consist
of three (3) or more members. Such Committee shall decide appeals of application
denials as provided in Section 21.6 and shall have such other powers and duties
as shall from time to time be assigned to the Committee by the Company. The
members of the Committee shall remain in office at the will of the Board,

                                 ADMINISTRATION
                                      21-2


<PAGE>   166



and the Board may remove any of said members, from time to time, with or without
cause. A member of the Committee may resign upon written notice to the remaining
member or members of the Committee and to the Company respectively. The fact
that a person is a participant or a former participant or a prospective
participant shall not disqualify him from acting as a member of the Committee.
In case of the death, resignation or removal of any member of the Committee, the
remaining members shall act until a successor-member shall be appointed by the
Board of the Company. Upon request, the Company shall notify the Trustee and the
Administrator in writing of the names of the original members of the Committee,
of any and all changes in the membership of the Committee, of the member
designated as Chairman and the member designated as Secretary, and of any
changes in either office. Until notified of a change, the Trustee and the
Administrator shall be protected in assuming that there has been no change in
the membership of the Committee or the designation of Chairman or of Secretary
since the last notification was filed with it. The Trustee and the Administrator
shall be under no obligation at any time to inquire into the membership of the
Committee or its officers. All communications to the Committee shall be
addressed to its Secretary at the address of the Company on file with the
Trustee.

                21.4 COMMITTEE PROCEDURES. On all matters and questions, the
decision of a majority of the members of the Committee shall govern and control,
but a meeting need not be called or held to make any decision. The Committee
shall appoint one of its members

                                 ADMINISTRATION
                                      21-3


<PAGE>   167



to act as its Chairman and another member to act as Secretary. The terms of
office of these members shall be determined by the Committee, and the Secretary
and/or Chairman may be removed by the other members of the Committee for any
reason which such other members may deem just and proper. The Secretary shall do
all things directed by the Committee. Although the Committee shall act by
decision of a majority of its members as above provided, nevertheless in the
absence of written notice to the contrary, every person may deal with the
Secretary and consider his acts as having been authorized by the Committee. Any
notice served or demand made on the Secretary shall be deemed to have been
served or made upon the Committee.

                21.5 OPERATION OF COMMITTEE. No member of the Committee shall be
disqualified from acting on any question because of his interest therein. No fee
or compensation shall be paid to any member of the Committee for his services as
such, but the Committee shall be reimbursed for its expenses by the
Participating Companies. The Committee and the Administrator may hire such
attorneys, accountants, actuaries, agents, clerks, and secretaries as it may
deem desirable in the performance of its functions, and the expense associated
with the hiring or retention of any such person or persons shall be paid
directly by the Participating Companies.

                21.6 APPEAL PROCESS. Any participant, any beneficiary, or any
authorized representative of a participant or beneficiary whose application for
benefits hereunder has been denied, in whole

                                 ADMINISTRATION
                                      21-4


<PAGE>   168



or in part, by the Administrator may upon written notice to the Committee
request a review by the Committee of such denial of his application. Such review
may be made by written briefs submitted by the applicant and the Administrator
or at a hearing, or by both, as shall be deemed necessary by the Committee. Any
such hearing shall be held in the main office of the Company on such date and at
such time as the Committee shall designate upon not less than seven (7) days'
notice to the applicant and the Administrator unless both of them accept shorter
notice. The Committee shall make every effort to schedule the hearing on a day
and at a time which is convenient to both the applicant and the Administrator.
After the review has been completed, the Committee shall render a decision in
writing, a copy of which shall be sent to both the applicant and the
Administrator. In rendering its decision, the Committee shall have full power
and discretion to interpret this Trust and Plan, to resolve ambiguities,
inconsistences and omissions, to determine any question of fact, to determine
the right to benefits of, and the amount of benefits, if any, payable to, the
applicant in accordance with the provisions of this Trust and Plan. Such
decision shall set forth the specific reason or reasons for the decision and the
specific plan provisions upon which the decision is based. Such decision shall
be final and binding on the applicant, the Trustee, and the Administrator.

                21.7 LIABILITY OF COMMITTEE MEMBERS. Neither the Committee nor
any of its members shall be liable for any act taken by the Committee pursuant
to any provision of this Trust and Plan

                                 ADMINISTRATION
                                      21-5


<PAGE>   169



except for gross abuse of the discretion given it and them hereunder. No member
of the Committee shall be liable for the act of any other member.

                                 ADMINISTRATION
                                      21-6


<PAGE>   170



                                  ARTICLE XXII
                                  ------------

                         PROHIBITION AGAINST ALIENATION
                         ------------------------------

                22.1 DEFINITIONS. Unless the context otherwise indicates, the
following terms used herein shall have the following meanings whenever used in
this Article XXII:

                (a)        The words "alternate payee" shall mean any spouse,
                           former spouse, child or other dependent of a
                           participant who is recognized by a domestic relations
                           order as having a right to receive all, or a portion
                           of, the benefits hereunder attributable to such
                           participant.

                (b)        The words "domestic relations order" shall mean, with
                           respect to any participant, any judgment, decree or
                           order (including approval of a property settlement
                           agreement) which both:

                             (i)    relates to the provision of child support,
                                    alimony payments or marital property rights
                                    to a spouse, former spouse, child or other
                                    dependent of the participant; and

                            (ii)    is made pursuant to a State domestic
                                    relations law (including a community
                                    property law).

                (c)        The words "qualified domestic relations order" shall
                           mean a domestic relations order which satisfies the
                           requirements of Section 414(p)(1)(A) of the Code.

                22.2 GENERAL PROHIBITION ON ALIENATION. Neither any property nor
any interest in any property held for the benefit of any participant, former
participant or beneficiary of a participant shall be transferred, alienated,
disposed of or in any manner encumbered, voluntarily, involuntarily or by
operation of law, nor, to the fullest extent permitted by law, shall it be
subject to attachment, execution, garnishment, sequestration or other legal or
equitable process while in the possession or control of the Trustee

                                   ALIENATION
                                      22-1


<PAGE>   171



except by an act of the Trustee or the participant, former participant or
beneficiary specifically authorized hereunder. If by reason of any act of any
participant, former participant or beneficiary, or by operation of law or by the
happening of any event, or for any reason, except by an act of the Trustee or
such person specifically authorized hereunder, such property or any interest
therein would, except for this provision, cease to be enjoyed by such person, or
if by reason of an attempt of such person to alienate, charge or encumber such
property or any interest therein, or by reason of the bankruptcy or insolvency
of such person, or by reason of any attachment, garnishment or other
proceedings, or by reason of any order, finding or judgment of court, either at
law or in equity, such property or any interest therein would, except for this
provision, vest in or be enjoyed by some person, firm or corporation otherwise
than as provided in this Trust and Plan, in any of such events, the trusts
herein expressed concerning all of such property so payable to or held for the
benefit of such person shall cease and terminate as to him. Thereafter during
his life such property, subject to such interests or rights, if any, as any
other person may have in or to such property as provided in this Trust and Plan,
shall be held by the Trustee according to its absolute discretion, but the
Trustee meanwhile may pay to or expend for the support, comfort and maintenance
of such participant, former participant or beneficiary, may pay to or expend for
the support, comfort and maintenance of his spouse and/or may pay to or expend
for the support, comfort and

                                   ALIENATION
                                      22-2


<PAGE>   172



maintenance of his child or children, such sums and such sums only, as directed
by the Administrator, in writing, retaining any undistributed part of such
property until such participant's, former participant's or beneficiary's death.

                22.3 DISTRIBUTION OF ASSETS ON DEATH. If any person who shall be
subject to the provisions of Section 22.2 hereof shall die before receiving all
of such property which he would have received except for the operation of the
provisions of said Section 22.2, then, upon or after his death, such
undistributed property shall be disposed of as follows:

                (a)        If such person was a participant, such
                           undistributed property shall be disposed of as
                           provided in such participant's designation of
                           beneficiary on file with the Trustee at the time of
                           his death, or as provided in Section 17.8 in the
                           event that such designation shall not provide for
                           complete distribution of such undistributed
                           property or no designation of beneficiary shall be
                           on file with the Trustee; or

                (b)        If such person shall be a beneficiary of a partici-
                           pant, such undistributed property shall be dis-
                           tributed to the person or persons who upon such
                           beneficiary's death would be entitled to inherit
                           such undistributed property under the laws of the
                           state in which the deceased participant was
                           domiciled, then in force, if such undistributed
                           property had then belonged to such beneficiary and
                           he had then died intestate domiciled in such state.

                22.4 NO RIGHT TO BENEFITS BY ALTERNATE PAYEE. Sections 22.2 and
22.3 above shall not be deemed to prohibit the creation, assignment or
recognition of a right to any benefit under the Trust and Plan payable in
respect of a participant to an alternate payee pursuant to a qualified domestic
relations order.

                                   ALIENATION
                                      22-3


<PAGE>   173



                22.5 NOTIFICATION OF PARTIES AND DETERMINATION WHETHER
QUALIFIED. In the event the Trust and Plan is served with a domestic relations
order, the Administrator shall promptly notify the concerned participant and any
concerned alternate payee of the receipt of such domestic relations order and
the Trust and Plan's procedures for determining whether such domestic relations
order is a qualified domestic relations order. Within a reasonable time after
receipt of such domestic relations order, the Administrator shall determine
whether such domestic relations order is a qualified domestic relations order
and shall notify the participant and any concerned alternate payee of its
determination.

                22.6 INTERIM PROCEDURES. During any period in which the issue of
whether a domestic relations order is a qualified domestic relations order is
being determined (whether by the Administrator, a court of competent
jurisdiction, or otherwise), the Administrator shall credit to a new separate
account under the Trust and Plan the amounts which would have been payable to an
alternate payee during such period if the order had been, during such period,
determined to be a qualified domestic relations order, and shall debit the
appropriate accounts of the participant with respect to whom the domestic
relations order was issued for such amounts. If, within eighteen (18) months
after the Trust and Plan is served with such domestic relations order, the
domestic relations order (or a modification thereof) is determined to be a
qualified domestic relations order, the Administrator shall hold and dispose of
the amounts credited to the segregated account established with respect

                                   ALIENATION
                                      22-4


<PAGE>   174



to such domestic relations order in accordance with the terms of the qualified
domestic relations order. If within eighteen (18) months after the Trust and
Plan is served with such domestic relations order, it is determined that the
domestic relations order is not a qualified domestic relations order or the
issue with respect to whether the domestic relations order is a qualified
domestic relations order is not resolved, the Administrator shall transfer the
amounts credited to the segregated account to the appropriate accounts
maintained for the benefit of the person who would have been entitled to such
amounts as though the Trust and Plan had never been served with such domestic
relations order. Any determination that a domestic relations order is a
qualified domestic relations order which is made after the close of the eighteen
(18) month period after the Trust and Plan was served with such domestic
relations order shall be applied prospectively only.

                22.7 INVESTMENT OF SEPARATE ACCOUNT. The amounts credited to any
new separate account which has been created under Section 22.6 above after the
Trust and Plan is served with a domestic relations order shall be invested as
the Administrator shall direct until the Administrator makes a determination
whether such domestic relations order is a qualified domestic relations order.

                22.8 REVIEW PROCEDURES. Any participant or alternate payee who
is affected by a domestic relations order served upon the Trust and Plan may
request a review by the Retirement Savings Committee of the Administrator's
determination with respect to the

                                   ALIENATION
                                      22-5


<PAGE>   175



qualification or lack of qualification of such domestic relations order upon
written notice to the Committee. Any such review by the Committee shall be
subject to the rules and procedures set forth in Article XXI hereof.

                22.9 STATUS OF ALTERNATE PAYEE. Any alternate payee who is
entitled to receive amounts from the Trust and Plan pursuant to a qualified
domestic relations order shall, with respect to the Trust and Plan, to the
extent of the alternate payee's interest in the Trust and Plan, have such rights
as are specified in the qualified domestic relations order.

                                   ALIENATION
                                      22-6


<PAGE>   176



                                  ARTICLE XXIII
                                  -------------

                              TOP-HEAVY PROVISIONS
                              --------------------

                23.1 RESTRICTIONS. During any plan year that this Trust and Plan
is top-heavy as determined in accordance with Section 23.2 hereof, the special
restrictions contained in Sections 23.3, 23.4, 23.5, 23.6 and 23.7 hereof shall
apply.

                23.2 DETERMINATION OF TOP-HEAVY STATUS. This Trust and Plan
shall be considered to be top-heavy in any plan year if, as of the determination
date for such plan year, all the aggregation groups of which this Trust and Plan
is a member are top-heavy groups. In the event that in any plan year this Trust
and Plan is a member of an aggregation group which is not a top-heavy group,
this Trust and Plan shall not be considered to be top-heavy for such plan year.

                Unless the context otherwise indicates, the following terms used
herein shall have the following meanings whenever used in this Article XXIII:

                (a)        "determination date" shall mean, for the first plan
                           year, the last day thereof, and thereafter shall
                           mean, for any other plan year, the last day of the
                           preceding plan year;

                (b)        "key employee" shall mean a "key employee" as
                           described in Section 416(i) of the Code which is
                           hereby incorporated by reference and which is
                           described for informational purposes herein as any
                           employee or former employee of a member of the
                           Controlled Group who at any time during the plan
                           year, or the four (4) preceding plan years is:

                           (i)    an officer of a member of the Controlled Group
                                  having Total Remuneration from the Controlled
                                  Group for the plan year of determination

                                    TOP-HEAVY
                                      23-1


<PAGE>   177



                        greater than Forty-Five Thousand Dollars ($45,000.00)
                        or, if greater, fifty percent (50%) of the amount
                        specified in Section 415(b)(1)(A) of the Code (plus any
                        increase for cost-of-living as determined from time to
                        time pursuant to regulations issued by the Secretary of
                        the Treasury or his delegate pursuant to Section 415(d)
                        of the Code);

                  (ii)  a one-half of one percent (.5%) actual or constructive
                        owner of a member of the Controlled Group who owns one
                        of the ten (10) largest interests in a member of the
                        Controlled Group and who is an employee of a member of
                        the Controlled Group having Total Remuneration from the
                        Controlled Group for the plan year of determination
                        greater than Thirty Thousand Dollars ($30,000.00) or, if
                        greater, the amount specified in Section 415(c)(1)(A) of
                        the Code (plus any increase for cost-of-living as
                        determined from time to time pursuant to regulations
                        issued by the Secretary of the Treasury or his delegate
                        pursuant to Section 415(d) of the Code);

                  (iii) a five percent (5%) actual or constructive owner of a
                        member of the Controlled Group; or

                  (iv)  a one percent (1%) actual or constructive owner of a
                        member of the Controlled Group having Total Remuneration
                        from the Controlled Group for the plan year of
                        determination greater than One Hundred Fifty Thousand
                        Dollars ($150,000.00);

                  provided that any such employee also performed service for a
                  member of the Controlled Group during the five (5) plan year
                  period ending on the determination date; and provided that an
                  amount held for the beneficiary of a key employee who is
                  deceased shall be deemed to be an amount held for a key
                  employee;

            (c)   "non-key employee" shall mean any employee of a member of the
                  Controlled Group who is not a key employee including any
                  employee who was formerly a key employee;

            (d)   "permissive aggregation group" shall mean the required
                  aggregation group plus each pension, profit sharing and stock
                  bonus plan of a member of the Controlled Group, including each
                  such plan

                                    TOP-HEAVY
                                      23-2


<PAGE>   178



                  terminated during the five (5) year period ending on the
                  determination date, which, when considered as a group with the
                  required aggregation group, would continue to comply with
                  Sections 401(a)(4) and 410 of the Code;

            (e)   "present value" shall be based only on the interest and
                  mortality rates set forth in Section (40)(b) of the Adoption
                  Agreement;

            (f)   "required aggregation group" shall mean each pension, profit
                  sharing and stock bonus plan of a member of the Controlled
                  Group, including each such plan terminated during the five (5)
                  year period ending on the determination date, in which a key
                  employee is a participant and each other pension, profit
                  sharing and stock bonus plan which enables such plans to meet
                  the requirements of Section 401(a)(4) or 410 of the Code; and

            (g)   "top heavy group" shall mean any aggregation group if the sum,
                  as of the determination date, of:

                  (i)   the present value of the cumulative accrued benefits for
                        key employees under all defined benefit plans included
                        in such group; and

                  (ii)  the aggregate of the account balances of key employees
                        under all defined contribution plans included in such
                        group;

                  exceeds sixty percent (60%) of a similar sum determined for
                  all participants, former participants and beneficiaries
                  permitted to be taken into account pursuant to Section 416(g)
                  of the Code, with such values being determined for each plan
                  as of the most recent valuation date occurring within the
                  twelve (12) month period ending on the determination date and
                  subject to appropriate adjustments under said Section 416(g)
                  and lawful regulations issued thereunder, including the
                  requirement that benefits and accounts of an employee be
                  increased by the aggregate distributions with respect to such
                  employee during the five (5) year period ending on the
                  determination date;

            (h)   "valuation date" means the date as of which account balances
                  or accrued benefits are valued for purposes of calculating the
                  top-heavy ratio, as selected in Section (40)(c) of the
                  Adoption Agreement.

                                    TOP-HEAVY
                                      23-3


<PAGE>   179



                In making any of the aforementioned determinations,
contributions due but unpaid as of the determination date shall be included in
determining the value of account balances, if any. In addition, the present
value of cumulative accrued benefits shall be determined as if they accrued no
more rapidly than the slowest rate of accrual permitted under the fractional
rule of Section 411(b)(1)(C) of the Code utilizing the actuarial factors and
assumptions set forth in Section (40)(b) of the Adoption Agreement. Furthermore,
for purposes of making the aforementioned calculations with respect to defined
benefit plans, proportional subsidies, and benefits not relating to retirement
benefits such as pre-retirement death and disability benefits and post
retirement medical benefits, are to be disregarded but nonproportional subsidies
are to be taken into account.

                23.3 TOP-HEAVY MINIMUM CONTRIBUTIONS. During any plan year that
this Trust and Plan is top-heavy, a Participating Company shall make a
contribution on behalf of each non-key employee employed by the Participating
Company who is a participant on the allocation date coinciding with the last day
of such year or was a participant whose employment terminated on or as of said
allocation date which is at least equal to the greater of (a) or (b) below,
where:

                (a)        equals the lesser of (i) or (ii) below, where:

                           (i)    equals three percent (3%) of the non-key
                                  employee's Total Remuneration from the
                                  Controlled Group during the plan year; and

                          (ii)     equals the largest percentage of Total Re-
                                   muneration from the Controlled Group (dis-

                                    TOP-HEAVY
                                      23-4


<PAGE>   180



                                    regarding any such Total Remuneration in
                                    excess of Two Hundred Thousand Dollars
                                    ($200,000.00) per plan year per key
                                    employee) provided to any key employee by
                                    the contributions of the Participating
                                    Companies; and

                (b)        equals such other percent of the non-key employee's
                           Total Remuneration from the Controlled Group as may
                           be necessary to satisfy the requirements of Section
                           401 and 416 of the Code as prescribed by the
                           Secretary of the Treasury in lawful regulations.

For purposes of determining the percentage set forth in subsection (a)(ii)
above, a Participating Company's contribution made pursuant to Sections 5.1 and
6.3 hereof for a key employee shall be taken into account, but a Participating
Company's contribution made pursuant to Sections 5.1 and 6.3 hereof on behalf of
a non-key employee shall not be taken into account in determining compliance
with this Section 23.3.

                If this Trust and Plan is top-heavy for a plan year and if a
participant who is a non-key employee is also a participant in any other defined
contribution plan or any defined benefit plan maintained by a Participating
Company, the top-heavy minimum benefit shall be provided pursuant to Section
(40)(a) of the Adoption Agreement.

                23.4 TOP-HEAVY VESTING. The Vested Percentage of a participant
who is employed during a plan year during which the Trust and Plan is top-heavy
shall be determined in accordance with the table specified in Section (21) of
the Adoption Agreement. Notwithstanding anything herein to the contrary, this
provision shall not apply to the account of any participant who does not work

                                    TOP-HEAVY
                                      23-5


<PAGE>   181



an hour of service for a member of the Controlled Group after the Trust and Plan
initially becomes top-heavy.

                23.5 VESTING UPON CESSATION OF TOP-HEAVY STATUS. Except as
provided in the next sentence, in the event that this Trust and Plan shall have
been top-heavy for one (1) or more plan years and shall thereafter cease to be
top-heavy, the Vested Percentage of each participant shall again be determined
pursuant to Section (20) of the Adoption Agreement; provided, however, that in
no event may a change in the Trust and Plan's top-heavy status cause the Vested
Percentage of any participant to be reduced. In the event that this Trust and
Plan shall have been top-heavy and shall thereafter cease to be top-heavy, each
participant who had completed three (3) or more years of vesting service on the
date this Trust and Plan ceased to be top-heavy shall continue to be covered by
the vesting schedule set forth in Section (21) of the Adoption Agreement.

                23.6 DETERMINATION OF SUPER TOP-HEAVY PLAN. This Trust and Plan
shall be considered to be super top-heavy in any plan year if, as of the
determination date for such plan year, all the aggregation groups of which this
Trust and Plan is a member are super top-heavy groups. The foregoing
determination shall be made as provided in Section 23.2 above for the
calculation of top-heavy status, except that for purposes of this Section 23.6,
subparagraph (g) of said Section 23.2 shall be modified by the substitution of
the words "super top-heavy group" for the words "top-heavy group" in said
subparagraph (g) and by the substitution of the percentage

                                    TOP-HEAVY
                                      23-6


<PAGE>   182



"ninety percent (90%)" for the percentage "sixty percent (60%)" in said
subparagraph (g).

                23.7 LIMITATIONS ON ANNUAL ADDITIONS UNDER TOP-HEAVY PLAN.
During any plan year that this Trust and Plan is top-heavy or super top-heavy,
the limitations on annual additions and annual benefits set forth in Article
XXIV hereof shall be modified by the substitution of the phrase "one hundred
percent (100%)" for the phrase "one hundred twenty-five percent (125%)" wherever
the latter phrase appears in Article XXIV and by the substitution of the amount
"Forty-One Thousand Five Hundred Dollars ($41,500)" for the amount "Fifty-One
Thousand Eight Hundred Seventy-Five Dollars ($51,875)" wherever the latter
amount appears in Article XXIV. Notwithstanding the previous sentence, the
modifications set forth in this Section 23.7 shall not apply for a plan year if
the Trust and Plan is top-heavy but not super top-heavy for such plan year and
if the amount contributed for each participant who is a non-key employee is
computed by substituting the percentage "4%" for "3%" in Section 23.3(a) above.
In the event that the annual additions or annual benefits of a key employee
shall be in excess of the limitations on annual additions or annual benefits as
described in Article XXIV hereof as modified herein, no contributions shall be
allocated to such participant's accounts under this Trust and Plan until he is
brought into compliance or this Trust and Plan ceases to be top-heavy or super
top-heavy, as the case may be.

                                    TOP-HEAVY
                                      23-7


<PAGE>   183



                                  ARTICLE XXIV
                                  ------------

                         LIMITATIONS ON ANNUAL ADDITIONS
                         -------------------------------

      24.1 DEFINITIONS. Unless the context otherwise indicates, the following
terms shall have the following meanings whenever used in this Article XXIV:

      (a)   The words "annual additions" shall mean with respect to each
            participant the sum of the following amounts in any plan year:

            (i)   the contributions of the Company or a Related Employer
                  credited to his accounts with respect to such plan year under
                  all defined contribution plans of the Company or any Related
                  Employer (whether or not terminated) which plans meet the
                  requirements of Section 401(a) of the Code, including, but not
                  limited to, other defined contribution regional prototype
                  plans;

            (ii)  forfeitures creditable to his accounts under all such defined
                  contribution plans of the Company or any Related Employer
                  (whether or not terminated) with respect to such plan year;

            (iii) an amount determined as follows:

                  (A)   for each limitation year beginning prior to January 1,
                        1976, such amount shall be equal to (1) minus (2),
                        where:

                        (1)   equals such participant's contributions with
                              respect to such limitation year to any plan of the
                              Company or any Related Employer (whether or not
                              terminated), which plan met the requirements of
                              Section 401(a) of the Code; and

                        (2)   equals ten percent (10%) of the aggregate of the
                              participant's Total Remuneration from the Company
                              and all Related Employers with respect to such
                              limitation year and all prior limitation years
                              during which

                                   LIMITATIONS
                                      24-1


<PAGE>   184



                        he was a participant in any such plan minus the
                        aggregate contributions made by him in all such prior
                        limitation years; or

                  (B)   for each limitation year beginning after December 31,
                        1975 but before December 31, 1986, such amount shall be
                        equal to the lesser of:

                        (1)   the amount, if any, by which his own contributions
                              (excluding deductible voluntary contributions and
                              rollover contributions, if any) with respect to
                              any such limitation year under all plans of the
                              Company and any Related Employer (whether or not
                              terminated), which plans meet the requirements of
                              Section 401(a) of the Code, shall exceed six
                              percent (6%) of his Total Remuneration from the
                              Company and all Related Employers with respect to
                              such limitation year; or

                        (2)   one-half (1/2) of such participant's contributions
                              (excluding deductible voluntary contributions and
                              rollover contributions, if any) with respect to
                              such limitation year under all plans of the
                              Company and all Related Employers (whether or not
                              terminated), which plans meet the requirements of
                              Section 401(a) of the Code; or

                  (C)   for each limitation year beginning after December 31,
                        1986, such amount shall be equal to such participant's
                        contributions (excluding deductible voluntary
                        contributions and rollover contributions, if any) with
                        respect to such limitation year under all plans of the
                        Company and all Related Employers (whether or not
                        terminated), which plans meet the requirements of
                        Section 401(a) of the Code; and

            (iv)  unless the provisions of this Section 24.1(a)(iv) cease to be
                  required by the Code, amounts allocated, in plan years
                  beginning after March 31, 1984, to an individual medical

                                   LIMITATIONS
                                      24-2


<PAGE>   185



                  account, as defined in Section 415(1)(2) of the Code, which is
                  part of a pension or annuity plan maintained by the Company or
                  any Related Employer and amounts derived from contributions
                  paid or accrued after December 31, 1985, in plan years ending
                  after such date, which are attributable to the separate
                  account of a key employee, as defined in Section 419A(d)(3) of
                  the Code, under a welfare benefit fund, as defined in Section
                  419(e) of the Code, maintained by the Company or any Related
                  Employer.

      (b)   The words "defined benefit plan fraction" shall mean, for any
            participant with respect to any limitation year, a fraction:

            (i)   the numerator of which is the sum of his Projected Annual
                  Benefit under all defined benefit pension plans of the Company
                  and all Related Employers (whether or not terminated), which
                  plans meet the requirements of Section 401(a) of the Code; and

            (ii)  the denominator of which shall equal the greater of (A) and
                  (B) where:

                  (A)   equals (1) multiplied by (2) below, where:

                        (1)   equals the lesser of (I) or (II), where:

                              (I)   equals, except as otherwise provided in
                                    Section 23.7 hereof, one hundred twenty-five
                                    percent (125%) of the quantity Ninety
                                    Thousand Dollars ($90,000) plus any increase
                                    for cost-of-living as determined from time
                                    to time pursuant to regulations issued by
                                    the Secretary of the Treasury or his
                                    delegate pursuant to Sections 415(b) and
                                    415(d) of the Code; and

                             (II)   equals one hundred forty percent (140%) of
                                    one-third (1/3) of the participant's Total
                                    Remuneration from the Company and all
                                    Related

                                   LIMITATIONS
                                      24-3


<PAGE>   186



                                    Employers during the three (3) consecutive
                                    limitation years during which such total is
                                    highest, assuming in the case of a
                                    participant who is an employee of the
                                    Company or a Related Employer that he
                                    continues to earn remuneration until his
                                    normal retirement date in the same amount as
                                    during such limitation year; and

                           (2)      equals a fraction, the numerator of which
                                    shall be the years of vesting service (or
                                    parts thereof) he shall have on his normal
                                    retirement date, up to but not in excess of
                                    ten (10) years, and the denominator of which
                                    shall equal ten (10); and

                  (B)      equals, except as otherwise provided in Section 23.7
                           hereof, one hundred twenty-five percent (125%) of
                           the participant's accrued annual benefit under all
                           defined benefit pension plans of the Company and all
                           Related Employers which were in existence on May 6,
                           1986 (whether or not terminated) calculated at the
                           end of the last limitation year beginning prior to
                           January 1, 1987 in accordance with the terms and
                           provisions of such plans as in effect on May 5, 1986.

         (c)      The words "defined contribution plan fraction" shall mean for
                  any participant with respect to any limitation year a
                  fraction:

                  (i)      except as otherwise provided in Section 24.1(c)(iv)
                           hereof, the numerator of which shall be equal to the
                           sum of:

                           (A)      the sum of the least of the following
                                    amounts for each limitation year which began
                                    prior to January 1, 1976:

                                    (1)      his annual additions for such
                                             limitation year;

                                    (2)      twenty-five percent (25%) of his
                                             Total Remuneration from the Company

                                   LIMITATIONS
                                      24-4


<PAGE>   187



                                             and all Related Employers for such
                                             limitation year; or

                                    (3)      Twenty-Five Thousand Dollars
                                             ($25,000); plus

                           (B)      the sum of its annual additions in each
                                    limitation year beginning after December 31,
                                    1975; and

                  (ii)     except as otherwise provided in Section 24.1(c)(iv)
                           hereof, the denominator of which shall equal the sum
                           of the following amounts for each limitation year
                           that the participant was an employee of the Company
                           and any Related Employer (regardless of whether a
                           defined contribution plan was maintained by the
                           Company and any Related Employer):

                           (A)      for limitation years which began prior to
                                    January 1, 1976, the lesser of:

                                    (1)      one hundred twenty-five percent
                                             (125%) of Twenty-Five Thousand
                                             Dollars ($25,000); or

                                    (2)      thirty-five percent (35%) of the
                                             participant's Total Remuneration
                                             from the Company and all Related
                                             Employers for such limitation year;

                           (B)      except as otherwise provided in Section 23.7
                                    hereof, for limitation years which began on
                                    or after January 1, 1976 and prior to
                                    January 1, 1983, the lesser of:

                                    (1)      one hundred twenty-five percent
                                             (125%) of Twenty-Five Thousand
                                             Dollars ($25,000) plus any increase
                                             for cost-of-living as determined
                                             from time to time pursuant to
                                             regulations issued by the Secretary
                                             of the Treasury or his delegate
                                             pursuant to Section 415(d) of the
                                             Code; or

                                    (2)      thirty-five percent (35%) of the
                                             participant's Total Remuneration
                                             from the Company and all Related
                                             Employers for such limitation year;
                                             and

                                   LIMITATIONS
                                      24-5


<PAGE>   188



                           (C)      except as otherwise provided in Section 23.7
                                    hereof, for limitation years which begin on
                                    or after January 1, 1983, the lesser of:

                                    (1)      one hundred twenty-five percent
                                             (125%) of Thirty Thousand Dollars
                                             ($30,000) plus any increase for
                                             cost-of-living as determined from
                                             time to time pursuant to
                                             regulations issued by the Secretary
                                             of the Treasury or his delegate
                                             pursuant to Section 415(d) of the
                                             Code; or

                                    (2)      thirty-five percent (35%) of the
                                             participant's Total Remuneration
                                             from the Company and all Related
                                             Employers for such limitation year;

                  (iii)    if the sum of the defined benefit plan fraction and
                           the defined contribution plan fraction, computed as
                           provided herein but as of the last day of the last
                           limitation year beginning before January 1, 1983,
                           exceeds one (1.0), then the numerator of the defined
                           contribution plan fraction shall be reduced, but not
                           below zero (0), so that such sum does not exceed one
                           (1.0). A like reduction also will be made as of the
                           1st day of the last limitation year beginning before
                           January 1, 1984 if, as of such date, the sum of the
                           defined benefit fraction and the defined contribution
                           fraction, computed as provided herein but as of such
                           day, exceeds one (1.0). Such reductions shall be made
                           in accordance with lawful regulations prescribed by
                           the Secretary of the Treasury or his delegate as
                           mandated by Section 235(g)(3) of the Tax Equity and
                           Fiscal Responsibility Act of 1982;

                  (iv)     if an employee was a participant in the Trust and
                           Plan as of the end of the first day of the first
                           limitation year beginning after December 31, 1986, in
                           one or more defined contribution plans maintained by
                           a Participating Company which were in existence on
                           May 6, 1986, and the sum of the defined benefit plan
                           fraction and the defined contribution plan fraction,
                           computed as provided herein but as of the last day of
                           the last limitation year beginning before January 1,
                           1987 (and disregarding any changes

                                   LIMITATIONS
                                      24-6


<PAGE>   189



                           in the terms and conditions of the Trust and Plan
                           made after May 5, 1986), exceeds one (1.0), then the
                           numerator of the defined contribution plan fraction
                           shall be reduced, but not below zero (0), so that
                           such sum does not exceed one (1.0); and

                  (v)      if the Company so elects, with respect to any
                           limitation year ending after December 31, 1982, the
                           denominator of the defined contribution plan fraction
                           for each participant for all limitation years ending
                           before January 1, 1983 shall equal the product of (A)
                           multiplied by (B), where:

                           (A)      equals the sum of the lesser of the
                                    following amounts for each limitation year
                                    that the participant was an employee of the
                                    Company or any Related Employer through the
                                    limitation year ending in 1982:

                                    (1)      twenty-five percent (25%) of the
                                             Total Remuneration he received from
                                             the Company and all Related
                                             Employers for such limitation year;
                                             or

                                    (2)      Twenty-Five Thousand Dollars
                                             ($25,000) plus any increase for
                                             cost-of-living as determined from
                                             time to time pursuant to
                                             regulations issued by the Secretary
                                             of the Treasury or his delegate
                                             pursuant to Section 415(d) of the
                                             Code; and

                           (B)      except as otherwise provided in Section 23.7
                                    hereof, equals a fraction,

                                    (1)      the numerator of which is the
                                             lesser of:

                                             (I) Fifty-One Thousand Eight
                                                 Hundred Seventy-Five Dollars
                                                 ($51,875); or

                                             (II) thirty-five percent (35%) of
                                                  the Total Remuneration of the
                                                  Participant for the limitation
                                                  year ended in 1981; and

                                   LIMITATIONS
                                      24-7


<PAGE>   190



                                    (2)      the denominator of which is the
                                             lesser of:

                                              (I)    Forty-One Thousand Five
                                                     Hundred Dollars ($41,500);
                                                     or

                                             (II)    twenty-five percent (25%)
                                                     of the Total Remuneration
                                                     of the participant for
                                                     such limitation year.

                (d)        The words "limitation year" shall have the same
                           meaning as that set forth in Section (11) of the
                           Adoption Agreement.

                (e)        The words "Projected Annual Benefit" shall mean,
                           with respect to each participant or former
                           participant, the annual amount which would be
                           payable to him under all defined benefit pension
                           plans of the Company and all Related Employers
                           (excluding amounts attributable to deductible
                           voluntary contributions and rollover contributions,
                           if any) if he were to continue to be employed until
                           his normal retirement date in the position, if any,
                           he held and at the rate of compensation, if any, he
                           was receiving on the last day of the limitation
                           year with respect to which such participant's
                           "Projected Annual Benefit" is being computed and if
                           he were to receive his pension as follows:

                           (i)      if the participant is not married, on a life
                                    annuity basis; or

                           (ii)     if the participant is married, on a 100%
                                    joint and survivor basis with his spouse.

                24.2 LIMITATION ON BENEFITS. In any event, the maximum amount of
Participating Company contributions, pre-tax contributions and after tax
contributions which can be credited annually to the account or accounts of any
participant for any limitation year beginning on or after January 1, 1987 shall
be such amount which limits his annual additions for such year under this Trust
and Plan to an amount which, when combined with his annual additions, if any,
under all other pension, profit sharing and stock bonus plans

                                   LIMITATIONS
                                      24-8


<PAGE>   191



of the Company or any Related Employer which meet the requirements of Section
401(a) of the Internal Revenue Code, shall not exceed the least of the following
amounts:

                (a)        Twenty-five percent (25%) of the participant's
                           Total Remuneration from the Company and all Related
                           Employers during such plan year;

                (b)        Thirty Thousand Dollars ($30,000) or, if greater,
                           twenty-five percent (25%) of the dollar limitation in
                           effect under Section 415(b)(1)(A) of the Code (plus
                           any increase for cost-of-living as determined from
                           time to time by the Secretary of Treasury of his
                           delegate); or

                (c)        The amount which will cause the sum of the
                           participant's defined benefit plan fraction and
                           defined contribution plan fraction to equal one
                           (1.0).

                24.3 REDUCTION OF EXCESS BENEFITS. In the event a participant
who has excess annual additions is also a participant under another qualified
plan sponsored by a member of the Controlled Group, adjustment under Section 415
of the Code shall be made in the order set forth in Section (41) of the Adoption
Agreement.

                24.4 SUSPENSE ACCOUNT. In the event that, after the application
of any other provisions of this Trust and Plan, there still remain Participating
Company contributions made pursuant to Articles V and VI hereof which, if
allocated to a participant, would be in excess of the limits on annual additions
set forth in Section 24.2 hereof and which arise as a result of the allocation
of forfeitures, a reasonable error in estimating a participant's compensation or
other limited facts and circumstances which the Commissioner of Internal Revenue
finds justify the availability of

                                   LIMITATIONS
                                      24-9


<PAGE>   192



the rules set forth in this Section 24.4, such excess amounts shall be used in
the next plan year and any succeeding plan years, as necessary, to reduce
Participating Company contributions which would otherwise be made for such
participant in such plan year or years. In the event such a participant
terminates employment at a time when excess amounts still remain on his behalf,
such excess amounts shall be used to reduce the Participating Company
contributions of all participants who are then eligible.

                Until any excess amounts described above are used to reduce
Participating Company contributions, they shall be held in a suspense account.
Such suspense account shall not be subject to the periodic valuation procedure
described in Article XI hereof and will in no event be adjusted to take account
of the income and/or gains or losses of the investment funds of the Trust Fund.
Notwithstanding any other provisions of this Trust and Plan to the contrary (and
specifically Section 28.6 hereof), in the event this Trust and Plan is
terminated at a time when there are amounts credited to a suspense account
pursuant to this Section 24.4, such amounts shall be returned to the
contributing Participating Company. In the event that amounts representing
pre-tax contributions are returned to a Participating Company hereunder, the
Participating Company shall make payments to the participants on whose behalf
such contributions were made equal to the total of said refunded amounts.

                                   LIMITATIONS
                                      24-10


<PAGE>   193



                                   ARTICLE XXV
                                   -----------

                     ROLLOVERS AND TRANSFERS INVOLVING OTHER
                     ---------------------------------------

                           QUALIFIED RETIREMENT PLANS
                           --------------------------

         25.1 ROLLOVERS AND TRANSFERS FROM OTHER TAX QUALIFIED PLANS. If the
Company so elects, pursuant to Section (36) of the Adoption Agreement, and in
the event that:

         (a)      any employee of a Participating Company shall have been, prior
                  to his becoming an employee of a Participating Company, a
                  participant under another qualified retirement plan which met
                  the requirements of Section 401(a) of the Code; and

         (b)      either:

                  (i)      the custodian or trustee of the assets held pursuant
                           to said plan on behalf of said employee; or

                  (ii)     the custodian or trustee of the assets of an
                           individual retirement account established pursuant to
                           Section 408 of the Code to hold the assets
                           distributed to said employee from said plan; or

                  (iii)    the employee who holds assets distributed to him
                           during the preceding sixty (60) days from such plan
                           or from an individual retirement account described in
                           paragraph (i) above;

                  shall agree to transfer said assets to the Trustee hereunder;
                  and

         (c)      the assets to be so transferred shall not be made available to
                  said employee in the course of the transfer except to the
                  extent permitted by paragraph (b)(iii) above; and

         (d)      the Administrator consents to the transfer; the Trustee
                  hereunder shall accept such transferred assets and hold and
                  administer them pursuant to the terms and provisions of this
                  Trust and Plan and this Article XXV. Upon the receipt of said

                               ROLLOVERS/TRANSFERS
                                      25-1


<PAGE>   194



assets, the Trustee shall credit such amount to a rollover account established
for the employee on whose behalf the assets were so transferred.

                25.2 TRANSFER TO ANOTHER QUALIFIED RETIREMENT PLAN. In the event
that:

                (a)        any participant hereunder shall terminate his
                           employment and subsequently become a participant
                           under the qualified retirement plan of another
                           employer, which plan satisfies the requirements of
                           Section 401 of the Code;

                (b)        said former participant shall have amounts credited
                           to an account held for him hereunder which have not
                           been distributed to the former participant and which
                           are distributable to the former participant;

                (c)        either:

                             (i)    the custodian or trustee of the assets of
                                    such other plan shall apply to the Trustee
                                    hereunder for transfer to it of assets held
                                    pursuant to this Trust and Plan representing
                                    said former participant's accounts; or

                            (ii)    such other plan shall provide for the
                                    receipt of assets transferred to it from
                                    other qualified retirement plans;

                (d)        the assets to be transferred shall not be made
                           available to said participant in the course of the
                           transfer except to the extent permitted by Section
                           402(a)(5) of the Code; and

                (e)        the Administrator shall consent to such transfer;
the Trustee hereunder agrees to transfer to the applying trustee an amount equal
to the participant's vested interest plus the balance in his personal accounts
on the date of transfer. Said transfer shall not be made until the Administrator
is assured to its full satisfaction that the participant's interest to be
transferred shall be fully vested and nonforfeitable under the terms of such

                               ROLLOVERS/TRANSFERS
                                      25-2


<PAGE>   195



other plan, and that said interest shall neither be alienable, nor otherwise
subject to disposition or encumbrance by the participant.

                               ROLLOVERS/TRANSFERS
                                      25-3

<PAGE>   196



                                  ARTICLE XXVI
                                  ------------

                             PARTICIPATING COMPANIES
                             -----------------------

                26.1 IDENTITY OF PARTICIPATING COMPANIES. The Company shall
specify the Participating Companies in Section (6) of the Adoption Agreement.
Thereafter, in accordance with Section (6) of the Adoption Agreement, a member
of the Controlled Group shall either automatically or with the approval of the
Board of the Company and the action of the Board of the member of the Controlled
Group (both of which actions may be ratification of prior actions of the Company
and Participating Company) become a Participating Company. Each such
Participating Company shall sign a document agreeing to be bound by the terms
and provisions of this Trust and Plan. In such latter event, such Participating
Company and its Adoption Date shall be added to the Adoption Agreement.
Participating Companies which are specified in Section (6) of the Adoption
Agreement and which cease to be Participating Companies shall also have their
cessation dates set forth.

                26.2 AUTHORITY OF COMPANY. The Company is hereby fully empowered
to act on behalf of itself and the other Participating Companies as it may deem
appropriate in maintaining the Trust and Plan. Without limiting the generality
of the foregoing, such actions include obtaining and retaining tax qualified
status for such Trust and Plan and appointing attorneys-in-fact in pursuit
thereof. Furthermore, the adoption by the Company of any amendment to the Trust
and Plan or the termination thereof, will constitute

                             PARTICIPATING COMPANIES
                                      26-1


<PAGE>   197



and represent, without any further action on the part of any Participating
Company, the approval, adoption, ratification or confirmation by each
Participating Company of any such amendment or termination. In addition, the
appointment of or removal by the Company of any member of the Retirement Savings
Committee, any Administrator, Trustee, Investment Manager or other person under
the Trust and Plan shall constitute and represent, without any further action on
the part of any Participating Company, the appointment or removal by each
Participating Company of such person.

                             PARTICIPATING COMPANIES
                                      26-2


<PAGE>   198
                                 AMENDMENT NO. 1

                                       TO

                               ADOPTION AGREEMENT

                                       FOR

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

         This Amendment No. 1 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

         WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan (hereinafter called the "Trust and Plan"), effective June 1, 1992, by
completing and executing an Adoption Agreement ("hereinafter called the Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

         WHEREAS, the Company reserved the right to amend the Trust and Plan and
the Adoption Agreement pursuant to Section 27.1 of the Trust and Plan; and

         WHEREAS, the Company desires to amend the Adoption Agreement in order
to provide that participants who, on May 31, 1993, have amounts transferred to
the Trust and Plan from their Transfer Accounts under the RPM, Inc. Retirement
Plan (hereinafter called the "Retirement Plan") shall receive distribution of
the amounts credited to their accounts in accordance with Section 401(a)(11) of
the Code and to adopt certain other special provisions not available under the
Adoption Agreement;

         NOW, THEREFORE, pursuant to Section 27.1 of the Plan, the Company
hereby amends the Adoption Agreement, effective May 31, 1993, as follows:


<PAGE>   199

         1. Section (28) of the Adoption Agreement is hereby amended to read as
follows:

        (28)   FORMS OF BENEFIT. Distributions upon termination of employment,
retirement, disability and death will be made in accordance with:


                [X]     Article XVIII of the Trust and Plan (Non-Annuity Forms)
                        with respect to participants who did not have Transfer
                        Accounts under the Retirement Plan transferred to the
                        Trust and Plan on May 31, 1993

                [X]     Article XVIII-A of the Trust and Plan (Normal Form -
                        Annuity) with respect to participants who did have
                        Transfer Accounts under the Retirement Plan transferred
                        to the Trust and Plan on May 31, 1993

                [ ]     Article XVIII-A of the Trust and Plan (Normal Form -
                        Lump Sum unless Annuity Form elected)

        (a) NON-ANNUITY FORMS OF BENEFIT. Distributions made in accordance with
Article XVIII or XVIII-A of the Trust and Plan in a non-annuity form will be
permitted in the following form(s):

                [X]     lump sum form

                [ ]     installment payments over a period of years (not to
                        exceed _____ years)

                [ ]     installment payments over the maximum permissible years
                        under Section 401(a)(9) of the Code

        (b)   ANNUITY FORMS OF BENEFIT. Distributions made in accordance with
Article XVIII-A of the Trust and Plan in an annuity form will be permitted in
the following form(s):

                [X]     life annuity form

                [X]     spouse's annuity form

                [X]     joint and survivor form

                [X]     life-period certain form over a 5, 10 OR 15-year period

                [X]     full cash refund life annuity form



                                       2
<PAGE>   200

                [X]     lump sum form

                [ ]     installment payments over a period of years (not to
                        exceed ____ years)

        (c)     N/A     TIMING OF INSTALLMENT PAYMENTS. Installment payments, if
permitted pursuant to (a) or (b) above, will be made on the following basis:


                [ ]     monthly

                [ ]     quarterly

                [ ]     semi-annually

                [ ]     annually

        2. Notwithstanding anything contained in the Adoption Agreement or the
Trust and Plan to the contrary, the lump sum amounts transferred to the Trust
and Plan from participants' Transfer Accounts under the Retirement Plan are
permitted to be transferred to the Trust and Plan under the same terms and
conditions as permitted under Article XXV of the Trust and Plan.

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 1 to be executed this 25th day of May, 1993.

                                     RPM, INC.

                                                    (the "Company")


                                     By:  /s/ Richard E. Klar
                                        ----------------------------------------

                                     And: /s/ Paul A. Granzier
                                         ---------------------------------------






                                       3
<PAGE>   201



                                 AMENDMENT NO. 2

                                       TO

                               ADOPTION AGREEMENT

                                       FOR

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

        This Amendment No. 2 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                  WITNESSETH:
                                  -----------

        WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan (hereinafter called the "Trust and Plan"), effective June 1, 1992, by
completing and executing an Adoption Agreement ("hereinafter called the Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company reserved the right to amend the Trust and Plan and
the Adoption Agreement pursuant to Section 27.1 of the Trust and Plan; and

        WHEREAS, the Company desires to amend the Adoption Agreement in order to
modify the eligibility requirements contained therein and to conform the
definition of compensation with administrative practice; and

        NOW, THEREFORE, pursuant to Section 27.1 of the Plan, the Company hereby
amends the Adoption Agreement, effective as hereinafter provided, as follows:

        1. Effective September 1, 1993, Sections (13), (14) and (15) of the
Adoption Agreement are hereby amended to read as follows:

        (13) SERVICE. An employee's service, as defined in Article III of the
Trust and Plan, will be determined as follows:




<PAGE>   202

        (a) ELIGIBILITY. An employee's eligibility to participate in the Trust
and Plan is calculated pursuant to the following method:

                [X]     hours method, with respect to part-time employees

                [X]     elapsed time method, with respect to full-time employees

        (b) N/A VESTING. An employee's vesting service under the Trust and Plan
is calculated pursuant to the following method:

                Years Ending Before ____________ (Adoption Date or other date)

                [ ]     elapsed time method

                [ ]     hours method

                Years Ending After ______________ (Adoption Date or other date)

                [ ]     elapsed time method

                [ ]     hours method

        (c) N/A CREDITING OF SERVICE BASED ON HOURS WORKED. The following
equivalency will be used to determine service to be credited to participants
based on working time method:

                [ ]     1 hour for each hour of service as described in Section
                        3.2(a) of the Trust and Plan

                [ ]     1.15 hours for each hour of service as defined in
                        Section 3.2(a) actually worked by employee

                [ ]     1.33 hours for each hour of service as defined in
                        Section 3.2(a) which was a regular time hour actually
                        worked by the employee

                [ ]     10 hours for each day employee has at least 1 hour of
                        service as defined in Section 3.2 of the Trust and Plan

                [ ]     45 hours for each week employee has at least 1 hour of
                        service as defined in Section 3.2(a) of the Trust and
                        Plan

                [ ]     95 hours for each semi-monthly payroll period during
                        which employee has at least 1 hour of service as defined
                        in Section 3.2(a) of the Trust and Plan

                [ ]     190 hours for each month employee has at least 1 hour of
                        service as defined in Section 3.2(a) of the Trust and
                        Plan


<PAGE>   203

        (14) PARTICIPATION REQUIREMENTS. To become a participant, a Covered
Employee must satisfy the following requirements:

        (a) SERVICE REQUIREMENT. To become eligible to participate in the Trust
and Plan, a Covered Employee:

                [ ]     need not complete any waiting period

                [ ]     must complete _______ years(s) of service (may not
                        exceed 21)

                [ ]     must complete _______ consecutive month(s) of service
                        without regard to the number of hours of service
                        completed (may not exceed 24*)

        (b) SPECIAL 401(k) SERVICE REQUIREMENT. To become eligible to make
401(k) contributions under the Trust and Plan, a Covered Employee:

                [ ]     need not complete any waiting period

                [X]     must complete 1 year of service, if a part-time employee

                [X]     must complete 6 consecutive month(s) of service (without
                        regard to the number of hours of service completed), if
                        a full-time employee

        (c) AGE REQUIREMENT. To become eligible to participate in the Trust and
Plan a Covered Employee:

                [ ]     need not attain any minimum age

                [X]     must be at least 21 years of age (not more than 21)

        (15) ENTRY DATE. An eligible Covered Employee commences participation in
the Trust and Plan on:

                [X]     1st day of the month payroll period

                [ ]     1st day of the plan year

                [X]     earlier of the JUNE 1 or DECEMBER 1 (first day of the
                        first month or first day of the seventh month), if he is
                        a part-time employee

                [ ]     1st day of each calendar quarter


--------
1 A 2-year or 24-month service requirement may be elected only in the event that
the Trust and Plan provides for full and immediate vesting.





                                       3
<PAGE>   204


coinciding with or next following the date such Covered Employee meets the
eligibility requirements.

        2. Effective September 1, 1993, for purposes of Sections (13) and (14)
above, the terms "full-time employee" and "part-time employee" shall have the
following meanings:

                (a)     The term "full-time employee" shall mean any employee of
                        a Participating Company or an Affiliate whose customary
                        employment is at a rate of one thousand (1,000) or more
                        hours in any plan year.

                (b)     The term "part-time employee" shall mean any employee of
                        a Participating Company or an Affiliate whose customary
                        employment is at a rate of fewer than one thousand
                        (1,000) hours in any plan year.

        3. Effective June 1, 1992, Section (16) of the Adoption Agreement is
hereby amended to read as follows:

        (16) COMPENSATION.

        (a) BASIC DEFINITION. A participant's compensation shall be determined
on the basis of the following:

                [ ]     Section 415 compensation as described in Section
                        2.11(a)(i) of the Trust and Plan

                [ ]     Modified Section 415 compensation as described in
                        Section 2.11(a)(ii) of the Trust and Plan

                [ ]     Modified Section 3121 compensation as described in
                        Section 2.11(a)(iii) of the Trust and Plan

                [ ]     Modified Section 3401 compensation as described in
                        Section 2.11(a)(iv) of the Trust and Plan

                [X]     W-2 earnings as described in Section 2.11(a)(v) of the
                        Trust and Plan for all plan years

                [ ]     W-2 earnings as described in Section 2.11(a)(v) of the
                        Trust and Plan for plan years commencing prior to May
                        10, 1990 and the definition selected above for all
                        subsequent plan years

        (b) Safe Harbor Adjustments To Compensation



                                       4
<PAGE>   205

                [X]     Compensation shall be increased for salary reduction
                        amounts under 401(k), 125, 403(b) and similar plans as
                        described in Section 2.11(b)(i) of the Trust and Plan

                [X]     Compensation shall be reduced by any extra benefits as
                        described in Section 2.11(b)(ii) of the Trust and Plan

        (c) Other Exclusions From Compensation(2)

                [ ]     pre-entry date compensation

                [ ]     commissions

                [ ]     bonuses (whether discretionary or non-discretionary)

                [ ]     commissions, overtime and bonuses (whether discretionary
                        or non-discretionary)

                [ ]     other ____________________

                [X]     none of the above

        4. Effective June 1, 1992, Section 27.1 of the Plan document is hereby
amended by the deletion of said Section 27.1 and the substitution in lieu
thereof of a new Section 27.1 to read as follows:

        27.1 This Trust and Plan may be modified, altered, amended, changed or
terminated by the Company by action of its Board of Directors and/or by writing
executed by the Company by its proper officer or officers, but no rights of
participants, former participants or beneficiaries receiving benefits under this
Trust and Plan and no other vested rights under this Trust and Plan shall in any
way be modified except that such rights may be modified if such a modification
is necessary to establish or to continue the qualified status of this Trust and
Plan under the terms of Section 401 of the Code or its successor section or
sections. Any such amendment shall be made with respect to all Participating
Companies at any time or from time to time without the




----------------------------
(2) No exclusions from compensation (other than pre-entry date compensation) may
be elected if Participating



                                       5
<PAGE>   206




consent of any Participating Company. This Trust and Plan may be modified and
amended retroactively, if necessary, to secure exemption effective on June 1,
1992 under Section 401 of the Code. No amendment shall be binding on the Trustee
until the receipt of such amendment by the Trustee."

        5. Effective June 1, 1993, attachments A, B and C to the Adoption
Agreement are hereby amended as attached hereto.

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 2 to be executed this 27th day of July, 1995.

                                     RPM, INC.

                                                  (the "Company")


                                     By: /s/ Thomas C. Sullivan
                                        ---------------------------------------

                                     And: /s/ Paul A. Granzier
                                         --------------------------------------





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

Company contributions are allocated in accordance with the integration method
described in Section (18)(a).




                                       6
<PAGE>   207



                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

                      ATTACHMENT A TO ADOPTION AGREEMENT
                      ----------------------------------

                                CONTROLLED GROUP
                                ----------------

                          AGR Company
                          Alox Corporation
                          Alox International Sales Corporation
                          American Emulsions Co., Inc.
                          American Protective Coatings Corporation
                          Bondex International, Inc.
                          Bondo Canada Limited
                          Bondo International (Canada) Ltd.
                          Bradshaw Praeger & Co.
                          Briner Paint Mfg. Co.
                          BSP Systems, Inc.
                          Carboline Company
                          Carboline Dubai Corporation
                          Carboline International Corporation
                          Carboline World Wide Corp.
                          Carboline/Ferro Powder Coatings Company
                          Carboline Marine, Ltd.
                          Chemical Specialties Manufacturing Corporation
                          Chemical Coatings, Inc.
                          Consolidated Coatings Corporation




                                       7
<PAGE>   208

                          Consolidated Intercontinental Corporation
                          Consolidated Protection Coatings Limited
                          Craft House Corporation
                          Day-Glo Color Corp.
                          Design/Craft Fabric Corporation
                          Design/Craft West, Inc.
                          Dynatron/Bondo Corporation
                          Euchem, Inc.
                          First Colonial Insurance Company
                          Floquil-Polly S Color Corporation
                          Fopeco, Inc.
                          H. Behlen & Bro., Inc.
                          Haartz-Mason, Inc.
                          Kop-Coat, Inc.
                          L.D. Wracm, Inc.
                          Label Systems Corporation
                          Lubraspin Corporation
                          Mameco International, Inc.
                          Mantrose-Haeuser Co., Inc.
                          Map II, Inc.
                          Martin Mathys N.V.
                          Monile France S.A.
                          Mohawk Finishing Products, Inc.
                          Paramount Technical Products, Inc.



                                       8
<PAGE>   209

                          PCI Industries, Inc.
                          Radiant Color N.V.
                          Republic Powdered Metals, Inc.
                          Richard E. Thibaut, Inc.
                          RPM/Belgium N.V.
                          RPM/Europe B.V.
                          RPM Finance N.V.
                          RPM/France S.A.
                          RPM, Inc.
                          RPM/Luxembourg S.A.
                          RPM/Netherlands B.V.
                          RPM of Illinois, Inc.
                          RPM of Mass., Inc.
                          RPM of North Carolina, Inc.
                          RPM World Trade, Inc.
                          RPM World Travel, Inc.
                          RPOW (France) S.A.
                          Select Dye & Chemical, Inc.
                          Sentry Polymers, Inc.
                          Stonhard, Inc.
                          Stonhard Canada Ltd.
                          Stonhard Europe
                          Stonard Latin America



                                       9
<PAGE>   210

                          Talsol Corporation
                          The Testor Corporation
                          Testor Australia Pty, Ltd.
                          Westfield Coatings Corporation
                          Westgate Advertising, Inc.
                          William Zinnser & Co., Incorporated
                          Wisconsin Protective Coatings Corp.














                                       10
<PAGE>   211



                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

                       ATTACHMENT B TO ADOPTION AGREEMENT
                       ----------------------------------

                             PARTICIPATING COMPANIES
                             -----------------------
<TABLE>
<CAPTION>
         Name                                                     Adoption Date               Cessation Date
         ----                                                     -------------               --------------

<S>                                                                <C>                        <C>
AGR Company                                                        June 1, 1992
Alox Corporation                                                   June 1, 1992
American Emulsions Co., Inc.                                       June 1, 1992
Bondex International, Inc.                                         June 1, 1992
Bradshaw Praeger & Co.                                             June 1, 1992
Briner Paint Mfg. Co., Inc.                                        June 1, 1992
Carboline Company                                                  June 1, 1992
Chemical Specialties Manufacturing Corporation                     June 1, 1992
Chemical Coatings, Inc.                                            June 1, 1992
Consolidated Coatings Corporation                                  June 1, 1992
Craft House Corporation                                            June 1, 1992
Day-Glo Color Corp.                                                June 1, 1992
Design/Craft Fabric Corporation                                    June 1, 1992
Floquil-Polly S Color Corp.                                        June 1, 1992
Haartz-Mason, Inc.                                                 June 1, 1992
Mameco International, Inc.                                         June 1, 1992
Mohawk Finishing Products, Inc.                                    June 1, 1992
Paramount Technical Products, Inc.                                 June 1, 1992
</TABLE>




                                       11
<PAGE>   212

<TABLE>
<S>                                                                <C>
PCI Industries, Inc.                                               June 1, 1992
Republic Powdered Metals, Inc.                                     June 1, 1992
Richard E. Thibaut, Inc.                                           June 1, 1992
RPM, Inc.                                                          June 1, 1992
RPM World Travel, Inc.                                             June 1, 1992
Talsol Corporation                                                 June 1, 1992
The Testor Corporation                                             June 1, 1992
Westfield Coatings Corporation                                     June 1, 1992
William Zinnser & Co., Inc.                                        June 1, 1992
Wisconsin Protective Coatings Corp.                                June 1, 1992
Sentry Polymers, Inc.                                            September 1, 1992
Kop-Coat, Inc.                                                   December 1, 1992
Mantrose-Haeuser Co., Inc.                                        January 1, 1993
Dynatron/Bondo Corporation                                        October 1, 1993
Weyman Fabrics (a division of Design/Craft Fabric Corporation)   December 1, 1993
Empire Fabrics (a division of Design/Craft Fabric Corporation)   December 1, 1993
</TABLE>











                                       12


<PAGE>   213



                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

                       ATTACHMENT C TO ADOPTION AGREEMENT
                       ----------------------------------

                PARTICIPATING COMPANIES COVERING HOURLY EMPLOYEES
                -------------------------------------------------

                                 AGR Company
                                 Bondex International, Inc.
                                 Carboline Company
                                 Consolidated Coatings Corporation
                                 Craft House Corporation
                                 Day-Glo Color Corp.
                                 Floquil-Polly S Color Corp.
                                 Kop-Coat, Inc.
                                 Mohawk Finishing Products, Inc.
                                 Paramount Technical Products, Inc.
                                 Republic Powdered Metals, Inc.
                                 The Testor Corporation
                                 Wisconsin Protective Coatings Corp.
                                 Sentry Polymers, Inc. (9/1/92)
                                 Mantrose-Haeuser Co., Inc. (1/1/93)
                                 Westfield Coatings Corporation (6/1/93)
                                 Dynatron/Bondo Corporation (10/1/93)







                                       13

<PAGE>   214



                                 AMENDMENT NO. 3

                                       TO

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

        This Amendment No. 3 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

        WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan (hereinafter called the "Trust and Plan"), effective June 1, 1992, by
completing and executing an Adoption Agreement (hereinafter called the "Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company reserved the right to amend the Adoption Agreement
pursuant to Section 27.1 of the Trust and Plan; and

        WHEREAS, the Company previously amended the Adoption Agreement, removing
it from prototype status; and

        WHEREAS, the Company desires to amend the Adoption Agreement in order to
modify the withdrawal provisions contained therein and to amend the provisions
of the Trust and Plan relating to the method of distributions pursuant to
qualified domestic relations orders and the amendment provisions contained
therein;

        NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends the Adoption Agreement and the Trust and Plan, effective
as hereinafter provided, as follows:

        1. Effective May 31, 1993, Section (34)(e) is hereby amended by the
addition thereto of the following paragraph:



<PAGE>   215

                "Notwithstanding the provisions of this Section (34)(e), amounts
        transferred to rollover accounts hereunder from participants' Transfers
        Accounts in the RPM, Inc. Retirement Plan may not be withdrawn."

        2. Effective April 1, 1995, Article XXII of the Trust and Plan is hereby
amended by the addition thereto of a new Section 22.10 to read as follows:

                "22.10 IMMEDIATE LUMP SUM PAYMENTS PURSUANT TO QUALIFIED
        DOMESTIC RELATIONS ORDERS. Notwithstanding anything contained in the
        Trust and Plan to the contrary, an immediate lump sum distribution shall
        be made to an alternate payee if such distribution is authorized by a
        qualified domestic relations order."

        3. Effective May 31, 1993, Section 27.1 of the Trust and Plan is hereby
amended by the deletion of said Section 27.1 and the substitution in lieu
thereof of the following:

                "In the event the Company chooses to consider this Trust and
        Plan as individually designed, the Trust and Plan may be modified,
        altered, amended, changed or terminated by the Company by action of its
        Board of Directors and/or by a writing executed by the Company by its
        proper officer or officers; provided, however:

                (a)     No amendment shall deprive any participant, retired
                        participant, former participant or any beneficiary of
                        any vested rights to which he is entitled under this
                        Trust and Plan;

                (b)     No amendment shall provide for the use of any assets
                        held under the Trust and Plan for any purpose other than
                        for the benefit of the participants and their
                        beneficiaries to an extent greater than is provided in
                        Sections 27.3 and 28.6; and

                (c)     No amendment shall cause any funds contributed to this
                        Trust and Plan or any assets held under the Trust and
                        Plan to revert to or be made available to the Company to
                        an extent greater than is provided in Sections 27.3 and
                        28.6."




                                       2
<PAGE>   216

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 3 to be executed this 1st day of May, 1995.

                                                RPM, INC. ("Company")

                                                By: /s/ Richard E. Klar
                                                   -----------------------------

                                                And: /s/ Paul A. Granzier
                                                    ----------------------------














                                       3
<PAGE>   217



                                 AMENDMENT NO. 4

                                       TO

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

        This Amendment No. 4 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

        WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan (hereinafter called the "Trust and Plan"), effective June 1, 1992, by
completing and executing an Adoption Agreement (hereinafter called the "Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 27.1 of thereof; and

        WHEREAS, the Company desires to amend the Trust and Plan to secure a
favorable determination letter from the Internal Revenue Service;

        NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends Section 18.3A of the Trust and Plan, effective as of June
1, 1992, as follows:

                "18.3A ANNUITY METHODS OF DISTRIBUTION. In lieu of receiving a
        single lump sum payment pursuant to Section 18.2A, or if the normal
        method of distribution selected in Section (28) of the Adoption
        Agreement is the Annuity Method, a participant, former participant or
        beneficiary of a deceased participant may elect to receive the amounts
        distributable to him pursuant to Articles XV, XVI and XVII in the form
        of an annuity contract, payable immediately, if so elected by the
        participant, purchased for him from an





<PAGE>   218

        insurance company by the Trustee pursuant to Section 18.11A hereof.
        Unless another form of annuity contract is selected under Section 18.4A,
        any such annuity contract shall normally provide by its terms for
        benefits to be paid:

                (a)     to a married participant or a married former participant
                        in the Spouse's Annuity Form described in Section 18.4A;
                        and

                (b)     to an unmarried participant, an unmarried former
                        participant or a beneficiary of a participant in the
                        Full Cash Refund Life Annuity Form described in Section
                        18.4A."

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 4 to be executed this 27th day of July, 1995.

                                               RPM,INC.

                                                     ("Company")

                                               By:  /s/ Thomas C. Sullivan
                                                  ------------------------------

                                               And:  /s/ Paul A. Granzier
                                                   -----------------------------







                                       2

<PAGE>   219

                                 AMENDMENT NO. 5

                                       TO

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

        This Amendment No. 5 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

        WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan (hereinafter called the "Trust and Plan"), effective June 1, 1992, by
completing and executing an Adoption Agreement (hereinafter called the "Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company previously amended the Adoption Agreement, removing
it from prototype status; and

        WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 27.1 of thereof;

        NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends the Trust and Plan and the Adoption Agreement, effective
as hereinafter provided, as follows:

        1. Effective June 1, 1996, Section 12 of the Adoption Agreement is
hereby amended by the deletion of said Section and the substitution in lieu
thereof of the following:

                "(12) COVERED EMPLOYEES. Covered Employees under the Trust and
        Plan are all employees of Participating Companies, excluding the
        following:

                        [X]     aliens whose expected employment within the
                                United States will be less than 2 YEARS.






<PAGE>   220


                        [X]     employees covered by a collective bargaining
                                agreement to which a Participating Company is a
                                party, unless such collective bargaining
                                agreement provides for participation in the
                                Trust and Plan

                        [ ]     salaried employees

                        [ ]     hourly-paid employees

                        [X]     leased employees

                        [ ]     commissioned salesmen

                        [ ]     ______________________ job categories at the
                                ______________________ location

                        [ ]     other (specify):

                        [ ]     none

        The foregoing exclusions may only be elected to the extent that any such
        election will not cause the Trust and Plan to fail to satisfy the
        requirements set forth in Sections 401(a)(26) and 410(b) of the Code."

        2. Effective September 1, 1995, Sections 34 (f) and (g) of the Adoption
Agreement are hereby amended by the deletion of said Sections and the
substitution in lieu thereof of the following:

                "(f) WITHDRAWALS FROM AFTER TAX ACCOUNTS. Withdrawals from after
        tax accounts:

                        [X]     are permitted

                        [ ]     are not permitted

                (g) WITHDRAWALS FROM PRE-87 IRA ACCOUNTS. Withdrawals from
        Pre-87 IRA accounts:

                        [X]     are permitted

                        [X]     are permitted after age __________






                                       2
<PAGE>   221
                        [ ]     are permitted for hardship

                        [ ]     are not permitted"


        3. Effective January 1, 1996, Attachment A to the Adoption Agreement is
hereby amended by the addition thereto of the following affiliates:

                Dryvit Systems, Inc.

                Star Finishing Products, Inc.

        4. Effective January 1, 1996, Attachment B to the Adoption Agreement is
hereby amended by the addition thereto of the following affiliates and Adoption
Dates:

          Name                                   Adoption Date
          ----                                   -------------
          Dryvit Systems, Inc.                   January 1, 1996
          Star Finishing Products, Inc.          January 1, 1996

        5. Effective June 1, 1996, Attachment C to the Adoption Agreement is
hereby deleted.

        6. Effective June 1, 1992, Section 12.1 of the Trust and Plan is hereby
amended by the deletion of the first sentence of said Section and the
substitution in lieu thereof of the following:

        "If permitted under Section (32) of the Adoption Agreement, a
        participant or former participant, if such former participant is a party
        in interest, may apply to the Administrator for a loan from the Trust
        and Plan."

        7. Effective June 1, 1992, Section 12.4 of the Trust and Plan is hereby
amended by the deletion of said Section and the substitution in lieu thereof of
the following:

                "12.4 PARTY IN INTEREST DEFINED. For purposes of this Article,
        the words "party in interest" shall mean any person who is a party in
        interest within the meaning of Section 3(14) of ERISA. For purposes of
        determining whether a person is a party in



                                       3
<PAGE>   222

        interest under the loan provisions contained in this Article, the words
        "party in interest" generally refer to a former employee who is either
        an officer or director of the Company or an affiliate."

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 5 to be executed this 29th day of November, 1995.

                                        RPM, INC.

                                                ("Company")

                                         By: /s/ Thomas C. Sullivan
                                            ------------------------------------

                                         And: /s/ Paul A. Granzier
                                             -----------------------------------







                                       4
<PAGE>   223


                                 AMENDMENT NO. 6

                                       TO

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

        This Amendment No. 6 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   ----------

         WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan (hereinafter called the "Trust and Plan"), effective June 1, 1992, by
completing and executing an Adoption Agreement (hereinafter called the "Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

         WHEREAS, the Company previously amended the Adoption Agreement,
removing it from prototype status; and

         WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 27.1 of thereof;

         NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends the Trust and Plan and the Adoption Agreement, effective
as of June 1, 1996, unless otherwise provided herein, as follows:

                         AMENDMENT OF ADOPTION AGREEMENT
                         -------------------------------

         1. The Adoption Agreement is hereby amended by changing the name of the
Trust and Plan to the RPM, Inc. 401 (k) Trust and Plan.

         2. Section 17 (a) (ii) of the Adoption Agreement is hereby amended by
the deletion of said Section and the substitution in lieu thereof of the
following:

        [X] (ii) Matching Contributions. A matching contribution in an
                 amount equal to:





<PAGE>   224

         [X]      25 % of the first 6 0 of compensation contributed by an
                  eligible participant as pre-tax contributions. (The maximum
                  matching contribution shall be 1.5% of compensation)

         [ ]      a percentage of each eligible participant's pre-tax
                  contributions as determined by the Participating Company for a
                  match period up to a maximum matching contribution of
                  (percentage of participant's compensation or dollar amount)
         The match period for which matching contributions are made is:

         [ ]      week

         [X]      calendar month

         [ ]      calendar quarter

         [ ]      semi-annual

         [ ]      plan year

         [ ]      Company's pay period

         [ ]      each Participating Company's pay period

         3. Section (20)(b) the Adoption Agreement is hereby amended by the
deletion of said Section and the substitution in lieu thereof of the following:

         (b) VESTING OF MATCHING CONTRIBUTIONS. Matching contributions made by a
         Participating Company pursuant to Section 17 (a) (ii) of this Adoption
         Agreement become vested as follows:

         [X]      Vested Percentage is 100% at all times

         [ ]      Vested Percentage is determined in accordance with the vesting
                  schedule in Section (20) (a) above

         4. Section (32) of the Adoption Agreement is hereby amended by the
deletion of said Section and the substitution in lieu thereof of the following:








                                       2
<PAGE>   225

         (32) LOANS. Loans:

                  [X]      are permitted in any circumstances upon approval of
                           loan application

                  [ ]      are permitted only in the following limited
                           circumstance(s) and upon approval of the loan
                           application

                           [ ]      in the event the participant would otherwise
                                    qualify for a hardship distribution, but for
                                    the availability of a plan loan or other
                                    assets

                           [ ]      Other (specify)____________________________

                  [ ]      are not permitted

         If permitted, loans may be made from the following accounts: all
         accounts:

                  [ ]      all accounts

                  [X]      pre-tax account

                  [ ]      match account

                  [ ]      employer contribution account

                  [ ]      special ADP account

                  [ ]      personal account

         5. Section (34)(d) of the Adoption Agreement is hereby amended by the
deletion of said Section and the substitution in lieu thereof of the following;

         (d)      WITHDRAWALS FROM MATCH ACCOUNTS. Withdrawals from match
                  accounts:

                  [ ]      are permitted after:

                           Choose one:
                           ----------

                           [ ]      the amounts have been credited to such
                                    account for at least 2 years

                           [ ]      the participant has completed a minimum of 5
                                    years of service

                  [X]      are permitted after age 59-1/2




                                       3
<PAGE>   226

                  [ ]      are not permitted

                  [ ]      not applicable

         6. Section (41) of the Adoption Agreement is hereby amended by the
deletion of said Section (41) and the substitution in lieu thereof of the
following:

                  (41) EXCESS ANNUAL ADDITIONS. If a Participating Company
         maintains more than one qualified plan and the limitations set forth in
         Sections 24.1 and 24.2 of the Trust and Plan are exceeded, the benefits
         of a participant who participates in more than one such plan will be
         reduced in the following order:

                           (a)      FIRST, ALLOCATIONS MADE UNDER THIS TRUST AND
                                    PLAN SHALL BE REDUCED;

                           (b)      SECOND MATCHING CONTRIBUTIONS MADE UNDER
                                    THIS TRUST AND PLAN SHALL BE REDUCED;

                           (c)      THIRD PROJECTED BENEFITS UNDER THE RPM, INC.
                                    RETIREMENT PLAN SHALL BE REDUCED; AND

                           (d)      FOURTH ACCRUED BENEFITS UNDER THE RPM INC.
                                    RETIREMENT PLAN SHALL BE REDUCED

                      AMENDMENT OF TRUST AND PLAN DOCUMENT

         7. Article II of the Trust and Plan is hereby amended by the addition
thereto of new Sections 2.45 and 2.46 to read as follows:

                  2.45 AMOUNTS. The word "amounts" shall mean amounts of cash
         and Shares credited to participants' accounts.

                  2.46 SHARES. The word "Shares" shall mean shares of the
         Company's common stock.

         8. Section 6.3 of the Trust and Plan is hereby amended by the deletion
of said Section 6.3 and the substitution in lieu thereof of the following:




                                       4
<PAGE>   227

                  6.3 MATCHING CONTRIBUTIONS. If Section (17)(a) of the Adoption
         Agreement so provides, each Participating Company may make a matching
         contribution to this Trust and Plan for each period specified in
         Section (17) (a) of the Adoption Agreement. Such contribution shall be
         made in Shares. Such matching contribution, if any, shall be allocated
         to the match account of each participant on whose behalf it is made.


         9. Article IX of the Trust and Plan is hereby amended by the addition
thereto of new Sections 9.7 through 9.15 to read as follows:

                  9.7 MAINTENANCE OF PRE-TAX CONTRIBUTION STOCK FUND. Effective
         June 1, 1992, the Trustee established and continues to maintain a
         Pre-Tax Contribution Stock Fund within the Trust Fund. Prior to June 1,
         1996, pre-tax contributions made by the Participating Companies on a
         participant's behalf and contributed to the Trust and Plan pursuant to
         Section 5.4 hereof and all dividends and other amounts attributable to
         such pre-tax contributions that were made in cash and used to purchase
         Shares shall continue to be held and invested in the Pre-Tax
         Contribution Stock Fund. On and after June 1, 1996, participants may no
         longer direct the investment of pre-tax contributions made on their
         behalf into the Pre-tax Contribution Stock Fund.

                  9.8 MAINTENANCE OF MATCHING CONTRIBUTION STOCK FUND. Effective
         June 1, 1996, the Trustee shall establish and maintain a Matching
         Contribution Stock Fund within the Trust Fund. All matching
         contributions made by the Participating Companies with respect to post
         May 31, 1996 compensation contributed to the Trust and Plan pursuant to
         Section 6.3 hereof and all dividends and other amounts attributable to
         such matching contributions that either are made in Shares or are made
         in cash and used to purchase Shares shall be held and invested in the
         Matching Contribution Stock Fund.




                                       5
<PAGE>   228


                  9.9 INVESTMENT OF PRE-TAX AND MATCHING CONTRIBUTION STOCK
         FUNDS. The Pre-Tax Contribution Stock Fund and Matching Contribution
         Stock Fund shall be invested exclusively in Shares, except that the
         Trustee may retain an amount of cash sufficient to pay out any
         fractional Shares or small Share balances which participants may be
         entitled to on distribution of their accounts. Any monies, contributed
         by the Participating Companies or received pursuant to cash dividends
         paid on or cash distributions made with respect to Shares held by the
         Trustee, shall be invested in Shares as soon as reasonably possible
         after their receipt. The Company shall not be obligated to sell any
         Shares to the Trustee, but may do so in the sole discretion of its
         stockholders or Board, as the case may be, out of authorized but
         unissued Shares, treasury Shares or Shares previously issued and
         reacquired by the Company. In order to ensure the availability of
         Shares for purchase by the Trustee, the Trustee may, at the direction
         of the Company, enter into an agreement to purchase Shares with, or
         acquire an option to purchase Shares from, such person or persons,
         including the Company, its directors or officers, as the Company shall
         select.

                  Notwithstanding the foregoing provisions of this Section 9.9,
         the Pre-Tax Contribution Stock Fund and Matching Contribution Stock
         Fund shall be invested in Shares only while Shares (i) constitute
         "qualifying employer securities,' as such term is defined in Section
         4975 of the Code and Section 407 (d) of ERISA and (ii) are available
         and (iii) have not been disposed of pursuant to a participant vote or
         merger as provided in Section 9.10 hereof. At any such time such
         investment may constitute more than ten percent (l00) of the fair
         market value of the assets of the Trust Fund and as much as one


                                       6
<PAGE>   229

         hundred percent (1000) of the fair market value of the assets of the
         Pre-Tax Contribution Stock Fund and the Matching Contribution Stock
         Fund.

                  If the Shares cease to be "qualifying employer securities,"
         cease to be available, or are either sold pursuant to a participant
         vote or converted to cash in a merger described in Section 9.10 hereof,
         proceeds from the disposition of Shares, or amounts which otherwise
         would be invested in Shares, shall be invested in investment funds
         otherwise selected by the Company pursuant to Section 9.2 hereof.
         Initially, such amounts shall be invested as follows:


         (a)      if an affected participant, former participant or beneficiary
                  is directing the investment of his accounts pursuant to
                  Section 9.3 hereof, such amounts shall be invested in
                  accordance with the direction in effect for the investment of
                  new contributions or, if no such election is in effect with
                  respect to the investment of new contributions, but an
                  election is in effect with respect to the investment of
                  existing account balances, then in accordance with such
                  election; or

         (b)      if an affected participant, former participant or beneficiary
                  is not directing the investment of his accounts pursuant to
                  Section 9.3 hereof, such amounts shall be invested in the
                  default fund designated by the Company; or

         (c)      if the Company is not permitting participants, former
                  participants or beneficiaries to direct the investment of
                  their accounts pursuant to Section 9.3 hereof, then the
                  amounts shall be invested in the discretion of the person
                  directing such investment.

                  Following the initial investment of such amounts, the
         investment thereof shall be subject to the provisions otherwise
         applicable to the investment of accounts hereunder.

                  9.10 CONTRIBUTIONS CONDITIONED ON QUALIFICATION. This Trust
         and Plan has been established and contributions will be made hereto on
         the express condition that it initially be and. remain a qualified plan
         under Section 401(a) of the Code. It is intended that the Participating
         Companies, participants and beneficiaries be entitled to the benefits
         of the special provisions of the Code and ERISA which are applicable to
         qualified plans including:




                                       7
<PAGE>   230

         (a)      deduction of employer contributions pursuant to Section 404 of
                  the Code;

         (b)      deduction of 401(k) contributions pursuant to Section 401(k)
                  of the Code;

         (c)      deferral of tax to plan participants until receipt of
                  distributions from the Trust and Plan pursuant to Section 402
                  of the Code;

         (d)      special income averaging provisions applicable to lump sum
                  distributions from the Trust and Plan pursuant to Section 402
                  (e) of the Code; and

         (e)      exemption of the Trust Fund from taxation under Section 501
                  (a) of the Code;

         and this Trust and Plan is expressly conditioned upon the initial and
         continued qualification of this Plan for such benefits.

                  Because the sale or exchange of the Shares held by this Trust
         and Plan could result in the violation of Section 411 (d) (6) of the
         Code, disqualification of this Trust and Plan as a qualified plan and
         in the loss to the Participating Companies, participants and
         beneficiaries of the beneficial provisions of the Code and ERISA
         described above, the Trustee is hereby expressly forbidden from selling
         or exchanging any of the Shares held in the Trust Fund except as
         follows:

         (i)      the Trustee can sell Shares solely for the purpose of making
                  distributions of cash in lieu of fractional Shares or to
                  distribute Share balances pursuant to Section 18.2 or hereof;

         (ii)     except as provided in (i) above, the Trustee may sell or
                  exchange Shares only if:

                  (A)      the Board approves the sale or exchange of the
                           Shares; and

                  (B)      the participant to whose account the Shares are
                           allocated under this Trust and Plan votes in favor of
                           the sale or exchange of the Shares.

         In the event that a sale or exchange of Shares receives the approvals
         described in paragraph (ii) above, the Trustee shall sell or exchange
         the Shares allocated to the accounts of participants who voted in favor
         of the sale or exchange. The Trustee shall not be permitted to sell or
         exchange the Shares allocated to the accounts of participants who






                                       8
<PAGE>   231



         voted against the sale or exchange or abstained from the vote and such
         Shares shall continue to be held for the benefit of such participants
         until such time as they shall consent to the sale or exchange.

                  9.11 VOTING OF SHARES. Each participant, acting in the
         capacity of a named fiduciary (within the meaning of Section 402 of
         ERISA), shall be entitled to direct the Trustee with respect to the
         voting of the Shares allocated to his accounts on all issues which
         shall be brought to the stockholders of the Company. The Trustee shall
         provide each participant with a form by which the participant may
         direct the Trustee as to the voting of such Shares. In addition, the
         Trustee shall provide participants with copies of any proxy
         solicitation material of which it has been provided with sufficient
         copies. The directions- of participants as to the voting of the Shares
         allocated to their accounts shall be sent directly to the Trustee and
         shall be confidential. The Trustee shall vote any Shares with respect
         to which it receives timely directions from participants in accordance
         with such directions, after combining votes of fractional Shares to
         give effect to the greatest practicable extent of such directions. The
         Trustee shall vote, or abstain from voting, any Shares with respect to
         which it does not receive directions from the participants, as it deems
         appropriate. For the purposes of this Section and Section 9.12, the
         term participant shall include former participants, beneficiaries of
         deceased participants and alternate payees under qualified domestic
         relations orders.

                  9.12 APPRAISAL RIGHTS. In the event that the stockholders of
         the Company are requested to approve a transaction which gives rise to
         appraisal rights under applicable State law, the Trustee shall notify
         each participant to whose accounts Shares are credited which were not
         voted in favor of the transaction of the procedure required in order to



                                       9
<PAGE>   232

         perfect their appraisal rights and request directions with respect to
         whether they wish to exercise such appraisal rights, acting in the
         capacity of a named fiduciary (within the meaning of Section 402 of
         ERISA). The Trustee shall take such actions. as the Trustee deems
         appropriate to perfect and exercise appraisal rights for each
         participant who has timely directed the Trustee to exercise appraisal
         rights, provided that the Trustee does not determine, in its sole
         discretion, that the exercise of appraisal rights is imprudent. With
         respect to any Shares entitled to appraisal rights for which the
         Trustee receives no timely direction, the Trustee shall determine
         whether and in what manner to perfect and exercise such appraisal
         rights, in its sole discretion.

         To the extent that any such participants shall direct the Trustee to
         perfect their appraisal rights, the Trustee shall debit their accounts
         by the number of Shares credited to their accounts at the time of the
         transaction and shall segregate on their behalf an equivalent number of
         Shares. Such segregated Shares shall be surrendered to the Company upon
         the settlement of the claim for appraisal rights. The amount paid to
         the Trustee for the appraisal rights claim with respect to the
         segregated Shares of any participant shall be credited to the pre-tax
         account or match account, as applicable, of such participant. During
         any period during which appraisal rights are being pursued with respect
         to a participant, he shall continue to be a participant hereunder and
         shall be entitled to have matching contributions, including Shares if
         applicable, credited to his match account in accordance with Article VI
         hereof.

                  9.13 INTERIM INVESTMENTS. Pending investment in Shares
         pursuant to Section 9.9, the Trustee may invest and reinvest any monies
         received by it in short-term money market investments including
         short-term corporate, individual or government obligations,






                                       10
<PAGE>   233

         whether secured or unsecured, time or savings deposits of the Trustee
         or any parent or affiliate thereof if such deposits bear a reasonable
         rate of interest or of any bank, trust company, or savings and loan
         institution, which deposits may, but need not be, guaranteed by the
         Federal Deposit Insurance Corporation, or in shares of any Regulated
         Investment Company, in units of any common trust fund or in partnership
         interests of any partnership which Regulated Investment Company, common
         trust fund or partnership invests in such short-term money market
         instruments and deposits.

                  9.14 DIVERSIFICATION OF INVESTMENTS. Notwithstanding any other
         provision of this Trust and Plan to the contrary:

                  (a)      a participant who has attained the age of fifty-nine
                           and one-half (59-1/2) may elect to sell the Shares
                           credited to his match account and direct the
                           investment of the proceeds of such sale; and

                  (b)      a participant may elect to sell the Shares credited
                           to his pre-tax account at any time and to direct the
                           investment of the proceeds from such sale.

         Any such direction shall be made in accordance with the provisions of
Article IX hereof.

                  9.15 DISTRIBUTIONS IN CASH OR IN SHARES. Distributions from a
         participant's match account and pre-tax account shall be made in cash
         or in Shares, to the extent such accounts are invested in Shares at the
         time of distribution, as the participant or his beneficiary, in the
         event of such participant's death, shall elect; provided, however, that
         fractional Shares shall be distributed in cash. Distributions from any
         other account shall be made in cash.

         10. Section 12.2 of the Trust and Plan is hereby amended by the
addition thereto of the following subsection (g):

                           "(g) ADDITIONAL LOANS. Each borrower is limited to no
                           more than one (1) loan outstanding at any time;
                           provided, however, that if the amount of a borrower's
                           current loan is less than the limit provided in
                           Section 12.1 hereof, he may borrow additional
                           amounts, not to exceed such limit. Such



                                       11
<PAGE>   234
               additional borrowed amounts shall be aggregated with the current
               outstanding loan balance. The aggregate loan shall be subject to
               the term of the original loan. Interest on the aggregate
               outstanding amount shall be charged at a reasonable rate,
               comparable to the rate charged by a commercial lender for a
               similar loan at the time the additional amount is borrowed."

         IN WITNESS WHEREOF, the Company, by its duly authorized officers, as
caused this Amendment No. 6 to be executed this 9th day of Sept., 1996.

                                      RPM, INC.

                                                      ("Company")

                                      By: /s/ Paul A. Granzier
                                         --------------------------------------

                                      And:  /s/ Frank C. Sullivan
                                          -------------------------------------













                                       12
<PAGE>   235



                                 AMENDMENT NO. 7

                                       TO

                         RPM, INC. 401(K) TRUST AND PLAN

         This Amendment No. 7 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

         WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan, which is now known as the RPM, Inc. 401(k) Trust and Plan (hereinafter
called the "Trust and Plan"), effective June 1, 1992, by completing and
executing an Adoption Agreement (hereinafter called the "Adoption Agreement') to
the Calfee, Halter & Griswold Regional Prototype Plan; and

         WHEREAS, the Company previously amended the Adoption Agreement,
removing it from prototype status; and

         WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 27.1 thereof;

         NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends the Trust and Plan and the Adoption Agreement, effective
as of the dates indicated, as follows:

         1. Effective March 1, 1997, Section 17(a)(ii) of the Adoption Agreement
is hereby amended by the deletion of said Section and the substitution in lieu
thereof of the following:

   [X]  (ii)   MATCHING CONTRIBUTIONS. A matching contribution in an
               amount equal to:

                [X]     50% of the first 6% of compensation contributed by an
                        eligible participant as pre-tax contributions. (The
                        maximum matching contribution shall be 3.0% of
                        compensation)






<PAGE>   236

                [ ]     a percentage of each eligible participant's pre-tax
                        contributions as determined by the Participating Company
                        for a match period up to a maximum matching contribution
                        of ________ (percentage of participant's compensation or
                        dollar amount)


                The match period for which matching contributions are made is:

                [ ]     week

                [X]     calendar month

                [ ]     calendar quarter

                [ ]     semi-annual

                [ ]     plan year

                [ ]     Company's pay period

                [ ]     each Participating Company's pay period

        2. Effective June 1, 1996, Section (32) of the Adoption Agreement, which
is hereby amended by the deletion of said Section and the substitution in lieu
thereof the following:

        (32)    Loans. Loans:

                [X]     are permitted in any circumstances upon approval of loan
                        application

                [ ]     are permitted only in the following limited
                        circumstance(s) and upon approval of the loan
                        application

                        [ ]     in the event the participant would otherwise
                                qualify for a hardship distribution, but for the
                                availability of a plan loan or other assets

                        [ ]     Other
                                (specify):______________________________________
                                ________________________________________________

                        [ ]     are not permitted

        If permitted, loans may be made from the following accounts:

                [ ]     all accounts




                                       2
<PAGE>   237


                [X]     pre-tax account

                [ ]     match account

                [ ]     employer contribution account

                [ ]     special ADP account

                [X]     personal account

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 7 to be executed this 15th day of September, 1997.



                                                RPM, INC.

                                                           ("Company")

                                                By: /s/ Paul A. Granzier
                                                   -----------------------------

                                                And: /s/ Frank C. Sullivan
                                                    ----------------------------















                                       3
<PAGE>   238

                                AMENDMENT NO. 8

                                       TO

                         RPM, INC. 401(K) TRUST AND PLAN

        This Amendment No. 8 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

        WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan, which is now known as the RPM, Inc. 401(k) Trust and Plan (hereinafter
called the "Trust and Plan"), effective June 1, 1992, by completing and
executing an Adoption Agreement (hereinafter called the "Adoption Agreement") to
the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company previously amended the Adoption Agreement, removing
it from prototype status; and

        WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 27.1 thereof;

        NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends the Trust and Plan and the Adoption Agreement, effective
as of February 1, 1997, as follows:

                         AMENDMENT TO ADOPTION AGREEMENT

        1. Attachment A to the Adoption Agreement is hereby amended by the
addition of Tremco Incorporated to the list of companies contained therein.

        2. Attachment B to the Adoption Agreement is hereby amended by the
addition thereto of the following Affiliate and Adoption Date:




<PAGE>   239

Name                       Adoption Date                        Cessation Date
----                       -------------                        --------------

Tremco Incorporated        February 1, 1997



                           AMENDMENT TO TRUST AND PLAN
                           ---------------------------

        3. Effective February 1, 1997, the Plan is hereby amended by the
addition thereto of a new Supplemental Agreement which is attached hereto in its
entirety.

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 8 to be executed this 24th day of December, 1997.

                                      RPM, INC.
                                                              ("Company")

                                      By:  /s/ Frank C. Sullivan
                                         --------------------------------------

                                      And: /s/ Keith R. Smiley
                                          -------------------------------------
















                                       2
<PAGE>   240



                             SUPPLEMENTAL AGREEMENT

                                      TO

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

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

                       RELATING TO FORMER PARTICIPANTS IN

             THE B.F. GOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN

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

        This Supplemental Agreement to the RPM, Inc. Retirement Savings Trust
and Plan, relating only to certain Participants as is set forth herein, will be
effective for all purposes as of February 1, 1997.

                                   Article I

                                   Definitions
                                   -----------

        1.1 The words "Goodrich Plan" shall mean The B.F. Goodrich Company
Retirement Plus Savings Plan.

        1.2 The words "Prior Goodrich Plan Participant" shall mean any employee
of Tremco Incorporated who, immediately prior to February 1, 1997, participated
in the Goodrich Plan.

                                   Article II

                      Prior Plan Service and Participation
                      ------------------------------------


        2.1 Notwithstanding anything to the contrary in the Trust and Plan, the
date of hire for determining whether an employee of Tremco Incorporated on
February 1, 1997 who is not a Prior Goodrich Plan Participant is eligible to
participate under Article IV of the Trust and








                                       3
<PAGE>   241

        Plan shall include any date on which such an employee commenced
        employment and worked at least one (1) hour for Tremco Incorporated.


        2.2 Notwithstanding anything to the contrary in the Trust and Plan, a
Prior Goodrich Plan Participant shall automatically become a participant under
the Trust and Plan on February 1, 1997.
















                                       4
<PAGE>   242


                                 AMENDMENT NO. 9

                                       TO

                         RPM, INC. 401(K) TRUST AND PLAN

        This Amendment No. 9 is executed as of the date set forth below by RPM,
Inc., an Ohio corporation (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

        WHEREAS, the Company adopted the RPM, Inc. Retirement Savings Trust and
Plan, which is now known as the RPM, Inc. 401(k) Trust and Plan (hereinafter
called the "Trust and Plan"), effective June 1, 1992, by completing and
executing an Adoption Agreement (hereinafter called the "Adoption Agreement") to
the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company previously amended the Adoption Agreement, removing
it from prototype status; and

        WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 27.1 thereof;

        NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends Section (10) of the Adoption Agreement, effective as of
December 31, 1997, by the deletion of said Section (10) and the substitution in
lieu thereof of the following:

        "(10)   PLAN YEAR. The plan year is:

                (a)     for periods prior to June 1, 1997, the 12-month period
                        commencing on June 1 and ending on May 31;

                (b)     the 7-month period commencing on June 1, 1997 and ending
                        on December 31, 1997; and

                (c)     for periods after December 31, 1997, the calendar year."









<PAGE>   243

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 9 to be executed effective as of the 31st day of
December, 1997.

                               RPM, INC.
                                                       ("Company")

                               By:  /s/ Frank C. Sullivan
                                  ----------------------------------------------

                               And: /s/ Keith R. Smiley
                                   ---------------------------------------------


















                                       2
<PAGE>   244


                                AMENDMENT NO. 10
                                       TO
                         RPM, INC. 401(k) TRUST AND PLAN
                         -------------------------------


        This Amendment No. 10 is executed as of the date set forth below by RPM,
Inc. (hereinafter called the "Company");

                                   WITNESSETH:
                                   -----------

        WHEREAS, the Company established the RPM, Inc. 401(k) Trust and Plan
(hereinafter called the "Trust and Plan"), effective June 1, 1992, by completing
and executing an Adoption Agreement (hereinafter called the "Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company subsequently adopted an amendment to the Trust and
Plan, removing the Trust and Plan from prototype status; and

        WHEREAS, the Company reserved the right to amend the Adoption Agreement
and the Trust and Plan pursuant to Section 27.1 thereof; and

        WHEREAS, the Company desires to amend the Adoption Agreement and the
Trust and Plan in order to revise the provisions relating to involuntary
cashouts and mandatory distributions under Section 401(a)(9) of the Internal
Revenue Code;

        NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends the Adoption Agreement and the Trust and Plan, effective
as of June 1, 1998, as follows:

                         AMENDMENT OF ADOPTION AGREEMENT
                         -------------------------------

        1. Section (29) of the Adoption Agreement is hereby amended by the
deletion of said Section (29) and the substitution in lieu thereof of the
following:





<PAGE>   245

                "(29) BENEFIT COMMENCEMENT DATE. In the event of the termination
        of employment of a participant for any reason other than his death,
        disability or retirement, distribution shall be made or shall commence
        to be made pursuant to Section 15.2 of the Trust and Plan as of the date
        specified below:

                (a)     if the value of his vested interest is $5,000 or less
                        (not more than $5,000):

                        [X]     as soon as reasonably possible following his
                                termination of employment

                        [ ]     as soon as reasonably possible following the
                                close of the plan year in which occurs his
                                termination of employment

                        [ ]     as soon as reasonably possible following the
                                close of the calendar quarter in which occurs
                                his termination of employment

                        [ ]     as soon as reasonably possible following the
                                close of the half-year in which occurs his
                                termination of employment

                        [ ]     as soon as reasonably possible following the
                                valuation date which next follows the date on
                                which occurs his termination of employment

                        [ ]     at the same time as indicated in (b) below if
                                his vested interest were a larger amount

                (b)     if the value of his vested interest is in excess of
                        $5,000:

                        [X]     as soon as reasonably possible following the
                                close of the plan year in which his normal
                                retirement date occurs, or as of such earlier
                                date as the participant shall select provided
                                such earlier date is not earlier than an
                                administratively reasonable period beyond the
                                date of his termination of employment

                        [ ]     as soon as reasonably possible following the
                                close of the plan year in which his normal
                                retirement date occurs, or as of such earlier
                                date as the participant shall select provided
                                such earlier date is not earlier than
                                ____________________________________

                        [ ]     as of the date specified below determined on the
                                basis of the amount of his vested interest:

                                (i)     if the value of his vested interest is
                                        greater than $_______ (not more than
                                        $5,000), but not in excess of
                                        $_________, the distribution shall be
                                        made or shall commence as soon as





                                       2
<PAGE>   246

                                        reasonably possible following the close
                                        of the plan year in which his normal
                                        retirement date occurs, or as of such
                                        earlier date as the participant shall
                                        select provided such earlier date is not
                                        earlier than an administratively
                                        reasonable period beyond the date of his
                                        termination of employment; or



                                (ii)    if the value of his vested interest is
                                        in excess of $________, the distribution
                                        shall be made or shall commence as soon
                                        as reasonably possible following the
                                        close of the plan year in which his
                                        normal retirement date occurs, or as of
                                        such earlier date as the participant
                                        shall select provided such earlier date
                                        is not earlier than an administratively
                                        reasonable period beyond __________

               Except as otherwise permitted by the Adoption Agreement pursuant
               to Section 18.1 or 18.1A of the Trust and Plan, and pursuant to
               the election of the participant, distributions must be made or
               commence to be made not later than sixty (60) days after the
               close of the plan year in which the participant's normal
               retirement date occurs."

                      AMENDMENT OF TRUST AND PLAN DOCUMENT
                      ------------------------------------

        2. Effective January 1, 1999, Section 12.2 of the Plan is hereby amended
by the addition of a new paragraph at the end of subparagraph (b) to read as
follows:

                "Participants who have a termination of employment on or after
                January 1, 1999 shall, within an administratively reasonable
                period established by the Administrator, pursuant to
                nondiscriminatory rules, pay the balance of their outstanding
                loans hereunder. In the event, such a participant does not pay
                the balance of his outstanding loan, such participant shall be
                in default in accordance with the provisions of subparagraph (f)
                below."

        3. Section 18.4 of the Plan is hereby amended by the deletion of said
Section 18.4 and the substitution in lieu thereof of the following:

                "18.4 LUMP SUM PAYMENT OF SMALL AMOUNTS. Notwithstanding any
        contrary provisions of this Trust and Plan, in the event that the vested
        interest and personal accounts of a retired, terminated or deceased
        participant have a value less than or equal to Five Thousand Dollars
        ($5,000.00), the Administrator shall direct the Trustee to



                                       3
<PAGE>   247

                distribute such vested interest and personal accounts in a
                single lump sum payment without the consent of the participant
                or his beneficiary."

        4. Effective January 1, 1999, Section 18.5 of the Trust and Plan is
hereby amended by the deletion of subparagraph (a)(i) of said Section 18.5 and
the substitution in lieu thereof of the following:

        "(i) distribution must commence on or before:

        (A)     with respect to a participant who is a five percent (5%) owner,
                as defined in Section 416(i) of the Code, distribution must
                commence on or before the April 1 following the end of the
                calendar year in which he attains age seventy and one-half
                (70-1/2);

        (B)     with respect to a participant who attains age seventy and
                one-half (70-1/2) after December 31, 1998 and who is not a five
                percent (5%) owner, as defined in Section 416(i) of the Code,
                the April 1 following the end of the calendar year in which he
                attains age seventy and one-half (70-1/2) or the date he
                actually retires, whichever is later; or

        (C)     with respect to a participant who attains age seventy and
                one-half (70-1/2) after December 31, 1996 but prior to January
                1, 1999 and who is not a five percent (5%) owner, as defined in
                Section 416(i) of the Code, distribution must commence on or
                before the April 1 following the end of the calendar year in
                which he attains age seventy and one-half (70-1/2); provided,
                however, that such a participant may elect at any time prior to
                his retirement and upon reasonable notice to the Company that
                minimum required distributions to be made to him following the
                date of his election shall cease and that distributions shall
                re-commence as of a date selected by such participant, which
                date shall not be later than the April 1 immediately following
                the end of the calendar year in which such participant actually
                retires."

        5. Section 18.7A of the Trust and Plan is hereby amended by the deletion
of said Section 18.7A and the substitution in lieu thereof of the following:

                "18.7A LUMP SUM PAYMENT OF SMALL AMOUNTS. Notwithstanding any
        contrary provision of this Trust and Plan, in the event that the vested
        interest and personal accounts of a retired, terminated or deceased
        participant have a value less than or equal to Five Thousand Dollars
        ($5,000.00), the Administrator shall direct the Trustee to






                                       4
<PAGE>   248

                distribute such vested interest and personal accounts in a
                single lump sum payment without the consent of the participant
                or beneficiary. Any such lump sum payment shall be in full
                settlement of such participant's or beneficiary's rights under
                this Trust and Plan."

        6. Effective January 1, 1997, Section 18.9A of the Trust and Plan is
hereby amended by the deletion of subparagraph (a)(i) of said Section 18.9A and
the substitution in lieu thereof of the following:

        "(i)    distribution must commence on or before:

        (A)     with respect to a participant who is a five percent (5%) owner,
                as defined in Section 416(i) of the Code, distribution must
                commence on or before the April 1 following the end of the
                calendar year in which he attains age seventy and one-half
                (70-1/2);

        (B)     with respect to a participant who attains age seventy and
                one-half (70-1/2) after December 31, 1996 but prior to January
                1, 1999 and who is not a five percent (5%) owner, as defined in
                Section 416(i) of the Code, distribution must commence on or
                before the April 1 following the end of the calendar year in
                which he attains age seventy and one-half (70-1/2); provided,
                however, that such a participant may elect at any time prior to
                his retirement and upon reasonable notice to the Company that
                minimum required distributions to be made to him following the
                date of his election shall cease and that distributions shall
                re-commence as of a date selected by such participant, which
                date shall not be later than the April 1 immediately following
                the end of the calendar year in which such participant actually
                retires; or

        (C)     with respect to a participant who attains age seventy and
                one-half after December 31, 1998 and who is not a five percent
                (5%) owner, as defined in Section 416 of the Code, the April 1
                following the end of the calendar year in which he attains age
                seventy and one-half (70-1/2) or the date he actually retires,
                whichever is later."

        7. Effective January 1, 1999, Section 16.1 of the Plan is hereby amended
by the addition to the listing of Participating Companies of the following:




                                       5
<PAGE>   249

Name                           Adoption Date                    Cessation Date
----                           -------------                    --------------

Flecto Company, Inc.                                            January 1, 1999

        8. Effective June 13, 1997, Section 16.1 of the Plan is hereby amended
by the addition of a Cessation Date of June 13, 1997 for Craft House
Corporation.

        9. Effective December 4, 1997, Section 16.1 of the Plan is hereby
amended by the addition of a Cessation Date of December 4, 1997 for AGR Company.

        10. Effective May 1, 1998, Section 16.1 of the Plan is hereby amended by
the addition of a Cessation Date of May 1, 1998 for Mameco International, Inc.

        11. Effective September 1, 1998, Section 16.1 of the Plan is hereby
amended by the addition of a Cessation Date of September 1, 1998 for Sentry
Polymers, Inc.

        12. Effective October 14, 1998, Section 16.1 of the Plan is hereby
amended by the addition of a Cessation Date of October 14, 1998 for
Floquil-Polly S Color Corp.

        13. Effective June 13, 1997, the Trust and Plan is hereby amended by the
addition thereto of a new Supplemental Agreement, which is attached hereto in
its entirety, relating to former employees of Craft House Corporation

        14. Effective February 27, 1998, the Trust and Plan is hereby amended by
the addition thereto of a new Supplemental Agreement, which is attached hereto
in its entirety, relating to former employees of Simian Company, Inc.

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 10 to be executed this 29th day of December, 1998.

                                           RPM, INC.
                                                           ("Company")

                                           By:    /s/ Ronald A. Rice
                                              ----------------------------------

                                           And: /s/ P. Kelly Tompkins
                                               ---------------------------------







                                       6



<PAGE>   250



                             SUPPLEMENTAL AGREEMENT

                                       TO

                   RPM, INC. RETIREMENT SAVINGS TRUST AND PLAN

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

         RELATING TO CERTAIN FORMER EMPLOYEES OF CRAFT HOUSE CORPORATION

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

        This Supplemental Agreement to the RPM, Inc. Retirement Savings Trust
and Plan, relating only to certain Participants as is set forth herein, will be
effective for all purposes as of June 13, 1997.

                                   Article I

                                   Definitions
                                   -----------

        1.1 The words "Closing Date" shall mean June 13, 1997, which is the
Closing Date of the transactions set forth in the Stock Purchase Agreement
between RPM, Inc. and Brynwood Partners III L.P. dated as of May 9, 1997.

        1.2 The words "Former Craft House Participant" shall mean any
participant who is employed by Craft House Corporation or any subsidiary of
Craft House Corporation on the Closing Date.

                                   Article II

                          Eligibility and Participation
                          -----------------------------

        2.1 Notwithstanding anything contained in Article III of the Plan to the
contrary, all participants in the Trust and Plan who are Former Craft House
Participants shall cease to be participants under the Trust and Plan at the end
of the business day on the Closing Date.




                                       7
<PAGE>   251

                                  Article III

                                      Loans
                                      -----

        3.1 Notwithstanding anything contained in Article XII to the contrary,
all Former Craft House Employees who have outstanding loans under the Trust and
Plan on the Closing Date, shall pay the balances of said outstanding loans on or
before such administratively reasonable date, determined by the Administrator,
or be in default, in accordance with the provisions of Section 12.2(f) of the
Trust and Plan.














                                       8
<PAGE>   252



                             SUPPLEMENTAL AGREEMENT

                                      TO

                         RPM, INC. 401(k) TRUST AND PLAN

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

          RELATING TO CERTAIN FORMER EMPLOYEES OF SIMIAN COMPANY, INC.

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

        This Supplemental Agreement to the RPM, Inc. 401(k) Trust and Plan,
relating only to certain Participants as is set forth herein, will be effective
for all purposes as of February 27, 1998.

                                   Article I

                                   Definitions
                                   -----------

        1.1 The words "Closing Date" shall mean February 27, 1998, which is the
Closing Date of the transactions set forth in the Stock Purchase Agreement
between RPM, Inc. and SCI Acquisitions, Inc., dated February 27, 1998.

        1.2 The words "Former Simian Participant" shall mean any participant who
is employed by Simian Company or any subsidiary of Simian Company, Inc. on the
Closing Date.

                                   Article II

                          Eligibility and Participation
                          -----------------------------

        2.1 Notwithstanding anything contained in Article III of the Plan to the
contrary, all participants in the Trust and Plan who are Former Simian
Participants shall cease to be participants under the Trust and Plan as of the
end of the business day on the Closing Date.




                                       9
<PAGE>   253


                                  Article III
                                  -----------

                                      Loans
                                      -----

        3.1 Notwithstanding anything contained in Article XII to the contrary,
all Former Simian Employees who have outstanding loans under the Trust and Plan
on the Closing Date, may continue to make payments on the balances of their
loans pursuant to such procedures as are agreed to between the Company and the
Former Simian Participants pursuant to Section 12.2(d) of the Trust and Plan.


















                                       10
<PAGE>   254


                                AMENDMENT NO. 11
                                       TO
                         RPM, INC. 401(k) TRUST AND PLAN
                         -------------------------------


        This Amendment No. 11 is executed as of the date set forth below by RPM,
Inc. (hereinafter called the "Company");

                                   WITNESSETH:

        WHEREAS, the Company established the RPM, Inc. 401(k) Trust and Plan
(hereinafter called the "Trust and Plan"), effective June 1, 1992, by completing
and executing an Adoption Agreement (hereinafter called the "Adoption
Agreement") to the Calfee, Halter & Griswold Regional Prototype Plan; and

        WHEREAS, the Company subsequently adopted an amendment to the Trust and
Plan, removing the Trust and Plan from prototype status; and

        WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 27.1 thereof; and

        WHEREAS, the Company desires to amend the Trust and Plan in order to
correct certain references contained in Amendment No. 10 thereto;

        NOW, THEREFORE, pursuant to Section 27.1 of the Trust and Plan, the
Company hereby amends the Trust and Plan as follows:

                The references to "Section 16.1 of the Plan" contained in
        paragraphs 7, 8, 9, 10, 11 and 12 of Amendment No. 10 to the Trust and
        Plan are hereby deleted, effective as of the dates contained in the
        respective paragraphs, and "Attachment B to Adoption Agreement" shall be
        substituted therefor.










<PAGE>   255

        IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
caused this Amendment No. 11 to be executed this 10th day of May, 1999.

                                        RPM, INC.

                                                        ("Company")

                                      By:  /s/ Ronald A. Rice
                                         ---------------------------------------

                                      And: /s/ Keith R. Smiley
                                          --------------------------------------


















                                       2