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                                                                    EXHIBIT 10.5



                             K-TRON INTERNATIONAL, INC.
                            AND AFFILIATED COMPANIES
                         PROFIT-SHARING AND THRIFT PLAN

              As Amended and Restated Effective As Of January 1, 2002
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                             K-TRON INTERNATIONAL, INC.
                            AND AFFILIATED COMPANIES
                         PROFIT-SHARING AND THRIFT PLAN


                                   ARTICLE I.
                        STATEMENT OF HISTORY AND PURPOSE

      1.1. History. K-Tron International, Inc. has had in effect since December
1, 1984, the K-Tron International, Inc. and Affiliated Companies Profit-Sharing
and Thrift Plan, to which it has made contributions for the purpose of sharing
its profits with its employees in order to provide for the accumulation of funds
for the benefit of eligible employees and their beneficiaries in the manner and
to the extent set forth in such plan.

      The K-Tron International, Inc. and Affiliated Companies Profit-Sharing and
Thrift Plan, as amended and restated herein, and its related trust agreement,
constitute an amendment in its entirety to the K-Tron International, Inc. and
Affiliated Companies Profit-Sharing and Thrift Plan which is continued effective
as of January 1, 2002. The purpose of this amendment and restatement is to
reflect changes permitted by the Economic Growth Tax Relief and Reconciliation
Act of 2001 ("EGTRRA") and also to make other desired changes.

      1.2. Qualification under the Internal Revenue Code. It is intended that
the Plan be a qualified profit-sharing plan within the meaning of section 401(a)
of the Code, that the requirements of section 401(k) of the Code be satisfied as
to that portion of the Plan represented by contributions made pursuant to
Participant Salary Deferral elections, that the requirements of section 401(m)
of the Code be satisfied as to that portion of the Plan represented by Employer
Matching Contributions and that the trust or other funding vehicle associated
with the Plan be exempt from federal income taxation pursuant to the provisions
of section 501(a) of the Code.

      1.3. Documents. The Plan consists of the Plan document as set forth
herein, and any amendments thereto. Certain provisions relating to the Plan and
its operation are contained in the corresponding Trust Agreement (or documents
establishing any other funding vehicle for the Plan), and any amendments,
supplements, appendices and riders to any of the foregoing.

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                                  ARTICLE II.

                                   DEFINITIONS

      2.1. "Account" means the entire interest of a Participant in the Plan. A
Participant's Account will consist of one or more separate accounts reflecting
the various types of contributions permitted under the Plan, as hereinafter
provided.

      2.2. "Actual Deferral Percentage" means the ratio (expressed as a
percentage to the nearest one-hundredth of one percent) of (a) (1) an Eligible
Employee's Salary Deferrals for the Plan Year (excluding any Salary Deferrals
that are (A) taken into account in determining the Contribution Percentage, (B)
distributed to an Eligible Employee who is not a Highly Compensated Employee
pursuant to a claim for distribution under Section 5.1, or (C) returned to the
Eligible Employee pursuant to Section 5.4), plus (2) at the election of the
Committee, any portion of the Qualified Employer Contributions allocated to the
Participant for the Plan Year permitted to be taken into account under section
401(k) of the Code, plus (3) in the case of any Highly Compensated Employee who
is eligible to participate in more than one cash or deferred arrangement
maintained by the Employer or an Affiliated Company, elective deferrals made on
his behalf under all such arrangements (excluding those that are not permitted
to be aggregated with the Plan under Treas. Reg. Section
1.401(k)-1(b)(3)(ii)(B)) for the Plan Year, to (b) the Eligible Employee's
Compensation for the portion of the Plan Year that the individual was an
Eligible Employee.

      2.3. "Affiliated Company" means any entity which (a) with any Employer,
constitutes (1) a "controlled group of corporations" within the meaning of
section 414(b) of the Code, (2) a "group of trades or businesses under common
control" within the meaning of section 414(c) of the Code, or (3) an "affiliated
service group" within the meaning of section 414(m) of the Code or (b) is
required to be aggregated with any Employer pursuant to Treasury regulations
under section 414(o) of the Code. An entity will be considered an Affiliated
Company only with respect to such period as the relationship described in the
preceding sentence exists. For purposes of Section 2.5 or 5.4, "Affiliated
Company" will mean an Affiliated Company, but determined with "more than 50
percent" substituted for the phrase "at least 80 percent" in section 1563(a)(1)
of the Code when applying sections 414(b) and (c) of the Code.

      2.4. "Alternate Payee" means the person entitled to receive payment of
benefits under the Plan pursuant to a QDRO.

      2.5. "Annual Addition" means, for any Participant for any Plan Year, the
sum of the following amounts allocated to a Participant's accounts under the
Plan and any other qualified defined contribution plan maintained by the
Employer or an Affiliated Company:

            (a) Employer contributions (including Matching Contributions, Salary
Deferral amounts except Salary Deferrals distributed pursuant to Section 5.1,
and Qualified Employer Contributions);

            (b) Participant contributions (including mandatory or voluntary
employee contributions made under a qualified defined benefit plan of the
Employer or an Affiliated

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Company, but excluding Rollover Contributions and amounts repaid pursuant to
Section 7.1(d)(4);

            (c) forfeitures; and

            (d) amounts described in section 415(l)(1) of the Code (relating to
contributions allocated to individual medical accounts which are part of a
pension or annuity plan) and section 419A(d)(2) of the Code (relating to
contributions allocated to post-retirement medical benefit accounts for key
employees).

      2.6. "Applicable Computation Period" means the following:


            (a) For purposes of Hours of Employment for eligibility in
accordance with Section 3.1, an Employee's first Applicable Computation Period
shall be the 12-month period beginning as of the date he first completed an Hour
of Employment with an Employer. Thereafter, such Employee's Applicable
Computation Period shall be each Plan Year, commencing with the Plan Year which
begins after the date he first completed an Hour of Employment.

            (b) For purposes of contributions in accordance with Articles IV and
VIII, Applicable Computation Period means the Plan Year.

            (c) For all other purposes, Applicable Computation Period means the
12-month period beginning as of the first day of the month during which a person
first completes an Hour of Employment with an Employer and each anniversary
thereof.

      2.7. "Average Actual Deferral Percentage" means the average (expressed as
a percentage to the nearest one-hundredth of one percent) of the Actual Deferral
Percentages of a specified group of Eligible Employees.

      2.8. "Average Contribution Percentage" means the average (expressed as a
percentage to the nearest one-hundredth of one percent) of the Contribution
Percentages of a specified group of Eligible Employees.

      2.9. "Beneficiary" means the person or entity designated or otherwise
determined to be such in accordance with Section 7.5.

      2.10. "Benefit Payment Date" means, for any Participant or Beneficiary of
a deceased Participant, the date as of which the first benefit payment from a
Participant's Account is due; provided, however, that the Benefit Payment Date
applicable to any amount withdrawn pursuant to Section 7.3 will not be taken
into account in determining the Participant's Benefit Payment Date with respect
to the remainder of his Account.

      2.11. "Board of Directors" means the board of directors of the Company or
a committee of the Board of Directors to which the Board has delegated some or
all of its responsibilities hereunder.


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      2.12. "Code" means the Internal Revenue Code of 1986, as the same may be
amended from time to time, and any successor statute of similar purpose.

      2.13. "Committee" means the committee described in Article IX.

      2.14. "Company" means K-Tron International, Inc. and any successor which
shall maintain this Plan.

      2.15. "Compensation" means, for any Employee, for any Plan Year:

            (a) except as otherwise provided below in this definition, for
purposes of Article IV, the amount described in Subsection (c) below, exclusive
of any (i) amount paid by an Employer for any period during which the
Participant was not an Employee; or (ii) amount paid before an Employee was
eligible to become a Participant in accordance with Section 3.1 except for
purposes of Regular Contributions.

            (b) for purposes of Section 5.4, the Participant's wages, salaries,
fees for professional services and other amounts received during the Plan Year
for personal services actually rendered in the course of employment with an
Employer. Such other amounts include commissions, bonuses and tips, vacation and
holiday pay, sick/disability pay paid directly by the Employer or by a third
party under the Employer's short-term disability program; severance pay on a
payroll in lieu of notice; and earned income as described in section 401(c)(2)
of the Code. Such other amounts exclude amounts paid under an Employer's
long-term disability program; worker's compensation payments; fringe benefits
such as moving expenses, employee discounts, meals, van pooling, reimbursed
medical and educational expenses and life insurance, whether or not includible
in gross income; expenses reimbursed in connection with the performance of
duties; accidental injury payments; contributions made by the Employer to any
qualified deferred compensation, cafeteria or pension plan, including salary
reduction contributions, contributions to a simplified employee pension plan
described in Code section 408(k) and contributions toward the purchase of an
annuity contract described in Code section 403(b); deferrals under any
non-qualified deferred compensation plan until such time as such deferrals are
includable in gross income during a period of employment; amounts realized from
the exercise of a stock option, whether or not qualified, or when restricted
stock or property held by a Participant either becomes freely transferrable or
is no longer subject to a substantial risk of forfeiture; any other amounts
which receive special tax benefits; and, for Plan Years beginning after December
31, 1997, amounts that are contributed by the Employer under a salary reduction
agreement and excluded from gross income under sections 125, 402(e)(3), 402(h),
403(b) and 457 of the Code, and for Plan Years beginning after December 31,
2000, amounts excluded from gross income under section 132(f)(4) of the Code.

            (c) for purposes of the definitions of Highly Compensated Employee,
Actual Deferral Percentage, Actual Contribution Percentage and Article VIII, the
amount described in Subsection (b) above increased, for Plan Years beginning
before December 31, 1997, by the amount of any contributions made by the
Employer under any salary reduction or similar arrangement to a qualified
deferred compensation, pension or cafeteria plan, contributions to a simplified
employee pension plan described in Code section 408(k), and contributions toward
the purchase of an annuity contract described in Code section 403(b). For
purposes of the definition

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of Highly Compensated Employee, the amount described above shall be for the
applicable period for making the determination of Highly Compensated Employees.

            (d) for purposes of Section 4.6, "compensation" means the
Compensation, as defined in subsection (a), that the Participant would have
received during a period of Qualified Military Service (or, if the amount of
such Compensation is not reasonably certain, the Participant's average earnings
from the Employer or an Affiliated Company for the twelve-month period
immediately preceding the Participant's period of Qualified Military Service);
provided, however, that the Participant returns to work within the period during
which his right to reemployment is protected by law.

            (e) only the first $160,000, or such other amount as may be
applicable under section 401(a)(17) of the Code, of the amount otherwise
described in subsection (b) and the aggregate amount described in subsections
(a) and (d) of this definition will be counted. In determining Compensation for
purposes of this limitation, the family aggregation rules of section
401(a)(17)(A) of the Code shall apply for Plan Years beginning before January 1,
1997.

            (f) if the Compensation of a Participant is determined for a Plan
Year that contains fewer than 12 calendar months, then the annual compensation
limitation described in subsection (e) above will be adjusted with respect to
that Participant by multiplying the annual compensation limitation in effect for
the Plan Year by a fraction the numerator of which is the number of full months
in the Plan Year and the denominator of which is 12; provided, however, that no
proration is required for a Participant who is covered under the Plan for less
than one full Plan Year if the formula for allocations is based on Compensation
for a period of at least 12 months.

      2.16. "Contribution Percentage" means the ratio (expressed as a percentage
to the nearest one-hundredth of one percent) of (a) (1) the Matching
Contributions allocated to an Eligible Employee's Account for the Plan Year
(excluding any Matching Contributions forfeited pursuant to Section 5.1(b) or
5.3(a)), plus (2) at the election of the Committee, any portion of the Qualified
Employer Contributions allocated to the Eligible Employee for the Plan Year
required or permitted to be taken into account under section 401(m) of the Code,
plus (3) in the case of any Highly Compensated Employee who is eligible to
participate in more than one plan maintained by the Employer or an Affiliated
Company to which employee or matching contributions are made, after-tax employee
contributions and employer matching contributions made on his behalf under all
such plans (excluding those that are not permitted to be aggregated with the
Plan under Treas. Reg. Section 1.401(m)-1(b)(3)(ii)) for the Plan Year), to (b)
the Eligible Employee's Compensation for the portion of the Plan Year that the
individual was an Eligible Employee. For purposes of determining Contribution
Percentages, the Employer or the Committee may take Salary Deferrals into
account, in accordance with Treasury regulations, so long as the requirements of
Section 5.2(a) are met both when the Salary Deferrals used in determining
Contribution Percentages are and are not included in determining Actual Deferral
Percentages.

      2.17. "Deferred Retirement Date" means the first day of any month
subsequent to a Participant's Normal Retirement Date.


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      2.18. "Disability" means any physical or mental condition for which a
Participant shall be eligible to receive benefits under the disability insurance
provisions of the Social Security Act.

      2.19. "Effective Date" means December 1, 1984, except as otherwise
provided herein.

      2.20. "Eligible Employee" means each Employee of an Employer for whom the
Employer is required to contribute Federal Insurance Contributions Act taxes,
other than (a) any person who is transferred from a foreign subsidiary on
temporary assignment in the United States, (b) any person whose terms and
conditions of employment are determined through collective bargaining, unless
the collective bargaining agreement provides for the eligibility of such person
to participate in this Plan, (c) any person who is an Employee solely by reason
of being a "leased employee" as defined under section 414(n) or 414(o) of the
Code, or (d) an independent contractor or any other person who is not treated by
the Employer as an employee for purposes of withholding federal employment
taxes, regardless of any contrary governmental or judicial determination
relating to such employment status or tax withholding. If a person described in
clause (d) of the preceding sentence is subsequently reclassified as, or
determined to be, an employee by the Internal Revenue Service, any other
governmental agency or authority, or a court, or if an Employer or Affiliated
Company is required to reclassify such an individual as an employee as a result
of such reclassification or determination (including any reclassification by an
Employer or Affiliated Company in settlement of any claim or action relating to
such individual's employment status), such individual will not become eligible
to become a Participant in this Plan by reason of such reclassification or
determination.

      2.21. "Employee" means a person who is employed by an Employer or an
Affiliated Company. A person who is not otherwise employed by an Employer will
be deemed to be employed by any such company if he is a leased employee with
respect to whose services such Employer or Affiliated Company is the recipient,
within the meaning of section 414(n) or 414(o) of the Code, but to whom section
414(n)(5) of the Code does not apply.

      2.22. "Employer" means the Company and each Affiliated Company which
adopts this Plan and joins in the corresponding Trust Agreement.

      2.23. "ERISA" means the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time, and any successor statute of
similar purpose.

      2.24. "Highly Compensated Employee" means, for Plan Years beginning on or
after January 1, 1997, any Employee who performed services for an Employer or an
Affiliated Company during the Plan Year for which a determination is being made
(the "Determination Year") and who:

            (a) was at any time in the Determination Year or the immediately
preceding Determination Year a five-percent (5%) owner, as defined in section
416(i) of the Code; or

            (b) for the immediately preceding Determination Year, received
Compensation from the Employer or an Affiliated Company in excess of $80,000, as
adjusted by the Secretary of the Treasury in accordance with section 414(q) of
the Code.


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      2.25. "Investment Fund" means any of the funds established pursuant to
Section 6.2 for the investment of the assets of the Trust Fund.

      2.26. "Investment Manager" means any fiduciary (other than the Trustee or
other Named Fiduciary) who has the power to manage, acquire, or dispose of any
asset of the Plan and who is qualified as an "investment manager" within the
meaning of section 3(38) of ERISA.

      2.27. "Matching Contribution" means an Employer contribution made pursuant
to Section 4.2.

      2.28. "Matching Contribution Account" means so much of a Participant's
Account as consists of amounts attributable to Matching Contributions allocated
to such Participant's Account, including all earnings and gains attributable
thereto and reduced by all losses attributable thereto, all expenses chargeable
thereagainst and by all withdrawals and distributions therefrom.

      2.29. "Named Fiduciary" means the Board of Directors, the Trustee, and the
Committee. Each Named Fiduciary will have only those particular powers, duties,
responsibilities and obligations as are specifically delegated to him under the
Plan or the Trust Agreement. Any fiduciary, if so appointed, may serve in more
than one fiduciary capacity and may also serve in a non-fiduciary capacity.

      2.30. "Normal Retirement Date" means as to Participants who attained age
65 prior to January 1, 1992, the date on which a Participant attained
age 65 and as to all other Participants, the later to occur of (a) the date on
which the Participant attains age 62, or (b) January 1, 1992.

      2.31. "Participant" means an Eligible Employee who has elected to
participate in the Plan and has filed the required authorizations operative
under the Plan as provided in Article III hereof, or a person who has an
undistributed interest in the Trust Fund.

      2.32. "Plan" means the K-Tron International, Inc. and Affiliated Companies
Profit-Sharing and Thrift Plan as set forth herein, and as the same may from
time to time hereafter be amended.

      2.33. "Plan Year" means each consecutive 12-month period beginning on each
January 1 and ending on each December 31.

      2.34. "QDRO" means a "qualified domestic relations order" within the
meaning of section 206(d)(3)(B) of ERISA and section 414(p) of the Code.

      2.35. "Qualified Employer Contribution" means a contribution made by an
Employer pursuant to Section 4.4.

      2.36. "Qualified Employer Contribution Account" means so much of a
Participant's Account as consists of amounts attributable to Qualified Employer
Contributions allocated to such Participant's Account, including all earnings
and gains attributable thereto and reduced by

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all losses attributable thereto, all expenses chargeable thereagainst and by all
withdrawals and distributions therefrom.

      2.37. "Qualified Military Service" means any service in the uniformed
services (as defined in chapter 43 of title 38, United States Code) where the
Participant's right to reemployment is protected by law.

      2.38. "Regular Contribution" means an Employer contribution made pursuant
to Section 4.3.

      2.39. "Regular Contribution Account" means so much of a Participant's
Account as consists of amounts attributable to Regular Contributions and
top-heavy contributions pursuant to Article VIII that are allocated to such
Participant's Account, including all earnings and gains attributable thereto and
reduced by all losses attributable thereto, all expenses chargeable thereagainst
and by all withdrawals and distributions therefrom.

      2.40. "Retirement" means the termination of a Participant's employment on
his Normal or Deferred Retirement Date.

      2.41. "Rollover Account" means so much of a Participant's Account as
consists of his Rollover Contributions, including all earnings and gains
attributable thereto, and reduced by all losses attributable thereto, all
expenses chargeable thereto and all withdrawals and distributions therefrom.

      2.42. "Rollover Contributions" means amounts contributed by an Eligible
Employee pursuant to Section 4.7.

      2.43. "Salary Deferral Account" means so much of a Participant's Account
as consists of his Salary Deferrals, including all earnings and gains
attributable thereto, and reduced by all losses attributable thereto, all
expenses chargeable thereto and all withdrawals and distributions therefrom.

      2.44. "Salary Deferrals" means the portion of a Participant's Compensation
which is reduced in accordance with Section 4.1(a) and with respect to which a
corresponding contribution is made to the Plan by the Employer pursuant to
Section 4.1(c).

      2.45. "Service" means the following:

            (a)   All periods of employment with an Employer.

                  A period of employment begins as of the date the Employee
                  first completes an Hour of Employment for the Employer and
                  ends on the earlier of the date the Employee resigns, is
                  discharged, retires or dies or, if the Employee is absent for
                  any other reason, on the first anniversary of the first day of
                  such absence (with or without pay) from the Employer. If an
                  Employee is absent for any reason and returns to the employ of
                  the Employer before incurring a Break-in-Service, as provided
                  in Subsection (b), he shall receive credit for his period of
                  absence up to a maximum of

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                  12 months. Service subsequent to a Break-in-Service will be
                  credited as a separate period of employment.

            (b)   "Break-in-Service" means a period of 12-consecutive months
                  during which an Employee fails to accrue an Hour of Employment
                  with the Employer. Such period begins on the earlier of the
                  date the Employee resigns, is discharged, retires or dies or,
                  if the Employee is absent for any other reason, on the first
                  anniversary of the first day of such absence (with or without
                  pay) from the Employer. If an Employee is absent by reason of
                  (i) the pregnancy of the Employee, (ii) the birth of a child
                  of the Employee, (iii) the placement of a child with the
                  Employee in connection with an adoption of such child by such
                  Employee, or (iv) caring for such child immediately following
                  such birth or placement, such Employee will not be treated as
                  having retired, resigned or been discharged and the period
                  between the first and second anniversary of the first day of
                  such absence shall not be deemed a Break-in-Service.

            (c)   "Month of Service" means a calendar month any part of which is
                  in a period of employment or credited absence.

            (d)   "Year of Service" means, unless otherwise indicated, twelve
                  (12) Months of Service.

            (e)   "Hour of Employment" means the following:

                  (1)For an Employee paid on an hourly basis or for whom
                        hourly records of employment are required to be
                        maintained, each hour for which the person is directly
                        or indirectly paid or entitled to payment for the
                        performance of duties or for the period of time when no
                        duties are performed, irrespective of whether the
                        employment relationship has terminated, such as
                        vacation, holiday or illness.

                  (2)For an Employee paid on a non-hourly basis or for whom
                        hourly records of employment are not required to be
                        maintained, each week for which the person directly or
                        indirectly paid or entitled to payment shall be equal to
                        45 Hours of Employment.

                  (3)A person shall receive an Hour of Employment for each hour
                        for which back pay has been awarded or agreed to
                        irrespective of mitigation of damages, provided that
                        each such hour shall be credited to the Applicable
                        Computation Period to which it pertains, rather than the
                        Applicable Computation Period in which the award or
                        agreement is made, and further provided that no such
                        award or agreement shall have the effect of crediting an
                        Hour of Employment for any hour for which the person
                        previously received credit under (1) or (2) above.


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                  (4) Notwithstanding the foregoing, Hours of Employment shall
                        be computed and credited in accordance with Department
                        of Labor Regulations 2530.200(b)-2, subparagraphs (b)
                        and (c).

            (f)   An Employee shall receive credit for the period of his
                  employment with another business entity to which he had been
                  transferred by the Company solely for purposes of determining
                  his vested interest in accordance with Section 7.1.

      2.46. "Social Security Taxable Wage Base" means the amount of wages from
which Social Security taxes are required to be withheld in accordance with the
Federal Insurance Contributions Act, or any successor act, regulation, or ruling
pertaining thereto, which is in effect at the beginning of each Plan Year.

      2.47. "Trust Agreement" means the trust instrument executed by the Company
and the Trustee for purposes of providing a vehicle for investment of the assets
of the Plan.

      2.48. "Trustee" means the party or parties so designated pursuant to the
Trust Agreement and each of their respective successors.

      2.49. "Trust Fund" means all of the assets of the Plan held by the Trustee
under the Trust Agreement.

      2.50. "Valuation Date" means, effective January 1, 2001, any business day
on which the New York Stock Exchange is open for trading.

      2.51. Other Defined Terms. Other terms may be defined within the text of
subsequent Sections of this Plan. Unless specifically indicated otherwise, such
terms will have those defined meanings for all purposes under this Plan, with
the same force and effect as if set out in this Article II.


                                       10
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                                  ARTICLE III.
                            PARTICIPATION ELIGIBILITY

      3.1. Eligibility for Participation.


            (a) Each Employee who was a Participant on December 31, 1998 shall
continue to be a Participant as of January 1, 1999. Each Employee who was an
Eligible Employee on December 31, 1998 shall continue to be an Eligible Employee
as of January 1, 1999.

            (b) Prior to October 1, 1999, each other Eligible Employee may:

                  (1) For purposes of Section 4.1, become a Participant as of
the first day of the calendar quarter next following the date he completes one
(1) Year of Service.

                  (2) for all other purposes of the Plan, become a Participant
as of the last day of the calendar quarter in which he completes one (1) Year of
Service.

            For purposes of this Section 3.1, "Year of Service" shall mean an
Applicable Computation Period in which the Eligible Employee completes 1,000
Hours of Employment with an Employer.

            (c) Effective October 1, 1999, each other Eligible Employee may:

                  (1) for purposes of Section 4.1, become a Participant as of
the first day of the calendar quarter next following the date he completes six
(6) Months of Service.

                  (2) for all other purposes of the Plan, become a Participant
as of the last day of the calendar quarter in which he completes six (6) Months
of Service.

            For purposes of this Section 3.1, "six (6) Months of Service" shall
mean an Applicable Computation Period in which the Eligible Employee completes
500 Hours of Employment with an Employer.

      3.2. Procedure for and Effect of Participation. Each Participant will
complete such forms and provide such data as are reasonably required by the
Committee as a precondition of such participation. By becoming a Participant, an
Eligible Employee will for all purposes be deemed conclusively to have assented
to the terms and provisions of the Plan, the corresponding Trust Agreement, and
to all amendments to such instruments.

      3.3. Reemployment.

            (a) If an Eligible Employee satisfies the requirements of Section
3.1, terminates employment with the Employers and Affiliated Companies and is
later reemployed, he will again be eligible to participate in the Plan on the
date he is reemployed or on the first day of any subsequent calendar quarter.


                                       11
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            (b) If an Employee satisfies the requirements of Section 3.1 and
subsequently becomes an Eligible Employee, he will be eligible to participate in
the Plan on the date he becomes an Eligible Employee or on the first day of any
subsequent calendar quarter.

      3.4. Effect of Collective Bargaining. In the event a collective bargaining
agreement is entered into between an Employer and a representative for any class
of Employees in the employ of the Employer subsequent to January 1, 1999,
eligibility for participation in the Plan by such Employees who are not
Participants shall not be extended beyond the effective date of the collective
bargaining agreement unless the agreement extends membership in the Plan to such
Employees. If, under the collective bargaining agreement, participation in the
Plan is not extended, such Employees who are Participants in the Plan shall
remain Participants but shall not be permitted to contribute in accordance with
Article IV or share in any Employer contributions or forfeitures allocated in
accordance with Articles IV and VIII for the period beyond the effective date of
the collective bargaining agreement.


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                                   ARTICLE IV.
                                  CONTRIBUTIONS

      4.1. Salary Deferral Contributions.


            (a) Elections. Subject to the limitations set forth in Article V,
each Participant may elect, in the manner prescribed by the Committee, to reduce
his Compensation received on and after the effective date of the election
through payroll reductions by an amount equal to from one percent (1%) to fifty
percent (50%), in whole percentages, of his Compensation payable with respect to
any payroll period.

      The Salary Deferrals elected by a Participant will be tentative and will
become final only after the Committee has made such adjustments thereto as it
deems necessary to maintain the qualified status of the Plan and to satisfy all
requirements of section 401(k) of the Code.

            (b) Additional Salary Deferrals A Participant who will attain age 50
prior to the end of the Plan Year and is unable to elect additional Salary
Deferrals under subsection (a) may elect to reduce his Compensation for the Plan
Year by an amount equal to from 1% to 50%, in whole percentages, of his
Compensation payable with respect to any payroll period; provided, however, that
the amount contributed pursuant to this subsection (b) may not exceed the lesser
of (1) $1,000 (or such other amount as may be applicable under section 414(v) of
the Code) or (2) the excess of the Participant's Compensation (as defined in
Section 2.15(b)) for the Plan Year over the Salary Deferrals contributed in the
Participant's behalf under subsection (a) above for the Plan Year. Salary
Deferrals under this subsection (b) shall not be subject to the limitations
described in Article V.

            (c) Increase in or Reduction of Salary Deferrals. A Participant may,
in the manner prescribed by the Committee, elect to increase or reduce the rate
of his Salary Deferrals (including cessation or recommencement of such Salary
Deferrals), or change the type of contribution being made, within the limits
described in Section 4.1. Any new election made pursuant to this subsection (b)
at least 30 days (or such other period as the Committee may designate from time
to time) prior to the first day of the next following calendar month (for
periods prior to August 1, 1999, the next following calendar quarter) (or as of
such other dates as the Committee may designate from time to time), will be
effective as of such date.

            (d) Contribution and Allocation of Salary Deferrals. The Employer
will contribute to the Plan with respect to each Plan Year an amount equal to
the Salary Deferrals of its Participants for such Plan Year, as determined
pursuant to Salary Deferral elections in force pursuant to this Section. There
will be allocated to the Salary Deferral Account of each Participant the Salary
Deferral amounts contributed by the Employer to the Plan with respect to that
Participant.

      4.2. Matching Contributions.

            (a) Matching Contributions. Subject to the limitations described in
Article V, an Employer will contribute to the Plan, on behalf of each
Participant who is eligible to receive an allocation of Matching Contributions
and who has made Salary Deferrals during a Plan Year, an amount equal to the
designated percentage rate of each Participant's Salary Deferrals made

                                       13
<PAGE>
pursuant to Section 4.1(a) for the Plan Year. Such designated percentage rate
shall be determined by the Company and announced to Employees at the end of the
Plan Year of reference. Notwithstanding the foregoing and subject to the
limitations described in Article V, an Employer may contribute to the Plan, on
behalf of each Participant who is eligible to receive an allocation of
additional Matching Contributions and who has made Salary Deferrals during a
Plan Year, an additional amount of Matching Contributions.

            (b) Allocation of Matching Contributions. Matching Contributions
made pursuant to this Section 4.2 will be allocated, as of the last day of the
Plan Year for which such contributions are made, to the Matching Contribution
Accounts of Participants who are employed by an Employer on the last business
day of the Plan Year. Additional Matching Contributions will be allocated, as of
the last day of the Plan Year for which such contributions are made, to the
Matching Contribution Accounts of Participants who are employed by the Employer
on the last business day of the Plan Year, in the same proportion that the
Salary Deferrals of each such Participant for such Plan Year bears to the
aggregate Salary Deferrals of all Participants for such Plan Year.

      4.3. Regular Contributions. Subject to the limitations described in
Article V, the Employers may contribute for each Plan Year an amount which,
along with forfeitures, shall be allocated to Participants in the employ of the
Employers on the last business day of such Plan Year, which amount shall be
credited at the end of such Plan Year.

      Such amount shall be allocated to a Participant in the same proportion as
(i) the sum of such Participant's Compensation and Compensation in excess of the
Social Security Taxable Wage Base, bears to (ii) the sum of Compensation and
Compensation in excess of the Social Security Taxable Wage Base for all such
Participants. Notwithstanding the foregoing, the maximum percentage allocated to
a Participant pursuant to the preceding sentence shall be the greater of (i)
5.7% or (ii) the portion of the rate of tax payable by an Employer under Section
3111(a) of the Code which is attributable to old-age insurance at the beginning
of each Plan Year; provided, however, that if the total amount to be allocated
to a Participant exceeds this limitation, the excess allocation to which the
Participant is entitled shall be in the same proportion as the Participant's
Compensation bears to the sum of all Participants' Compensation.

      4.4. Qualified Employer Contributions. Subject to the limitations
described in Article V, the Employer may, in its discretion, make Qualified
Employer Contributions for a Plan Year, which will be allocated as of the last
day of the Plan Year for which such contributions are made to the Qualified
Employer Contribution Accounts of some or all of those Participants who are not
Highly Compensated Employees for the Plan Year, as determined by the Employer at
the time such contributions are made, in an amount necessary to satisfy at least
one of the tests in Section 5.2. The allocable share of each such Participant
will be in the ratio which his Salary Deferrals for the Plan Year bears to the
aggregate Salary Deferrals for all such Participants.

      4.5. Contributions for Additional Participants. Notwithstanding the
foregoing provisions of this Article IV, a Participant shall be entitled to
share in the Matching Contributions, additional Matching Contributions,
Qualified Employer Contributions and Regular Contributions and forfeitures, if
any, for the Plan Year of (i) his Retirement, Disability or death, (ii) the
commencement or end of a "leave of absence" authorized by the Employer, or (iii)
his transfer to

                                       14
<PAGE>
another business entity to which such Participant had been transferred by the
Employer, even if the Participant is not in the employ of the Employer on the
last business day of such Plan Year.

      As used herein, "leave of absence" shall mean a leave granted for
pregnancy, sickness, death or any other family obligation or status; personal or
family hardship or special business circumstances; educational purposes; and/or
civic, charitable or governmental services, provided that all Participants under
similar circumstances are treated in a similar manner.

      A Participant shall not share in the allocation of an Employer's Regular
Contributions or forfeitures for any Plan Year during which he terminated his
employment for reasons other than those specified above.

      4.6. Contributions With Respect to Military Service.

            (a) Salary Deferrals. A Participant who returns to employment with
an Employer or an Affiliated Company following a period of Qualified Military
Service will be permitted to make additional Salary Deferrals, within the limits
described in Section 4.1, up to an amount equal to the Salary Deferrals that the
Participant would have been permitted to contribute to the Plan if he had
continued to be employed and received Compensation during the period of
Qualified Military Service. Salary Deferrals under this Section may be made
during the period which begins on the date such Participant returns to
employment and which has the same length as the lesser of (a) 3 multiplied by
the period of Qualified Military Service and (b) 5 years.

            (b) Matching Contributions. The Employer will contribute to the
Plan, on behalf of each Participant who is eligible for Matching Contributions
and who has made Salary Deferrals under paragraph (a) above, an amount equal to
the Matching Contributions that would have been required under Section 4.2 had
such Salary Deferrals been made during the period of Qualified Military Service.

            (c) Other Employer Contributions. The Employer will contribute to
the Plan, on behalf of each Participant who returns from Qualified Military
Service as described in subsection (a), an amount equal to any other Employer
contributions that would have been required under Sections 4.3, 4.4 or 4.5 had
such Participant continued to be employed and received Compensation during the
period of Qualified Military Service.

            (d) Limitations on Contributions. The Salary Deferrals, Matching
Contributions, additional Matching Contributions, Qualified Employer
Contributions and Regular Contributions made under this Section will be subject
to the limitations described in Article V for the Plan Year to which such
contributions relate.

      4.7. Rollover Contributions. Effective September 1, 1999, the Plan will
accept, as "Rollover Contributions" made on behalf of any Eligible Employee,
cash equal to (a) all or a portion of the amount received by the Eligible
Employee as a distribution from (either directly or through a conduit individual
retirement account), or (b) an amount transferred directly to the Plan (pursuant
to section 401(a)(31) of the Code) on the Eligible Employee's behalf, by the
trustee of another qualified trust forming a part of a plan described in section
401(a) or 403(a) of the Code, but only if the deposit qualifies as a tax-free
rollover as defined in section 402 of the Code as determined in accordance with
procedures established by the Committee. If the amount

                                       15
<PAGE>
received does not qualify as a tax-free rollover, the amount will be refunded to
the Eligible Employee. Rollover amounts will be allocated to the Eligible
Employee's Rollover Account and invested in accordance with the provisions of
Article VI.

      4.8. Timing of Contributions. Matching Contributions, additional Matching
Contributions, Qualified Employer Contributions and Regular Contributions for
any Plan Year under this Article IV will be made no later than the last date on
which amounts so paid may be deducted for federal income tax purposes for the
taxable year of the Employer in which the Plan Year ends. Amounts contributed as
Salary Deferrals will be remitted to the Trustee as soon as such practicable,
but no later than the fifteenth (15th) business day of the month following the
month in which such contributions were withheld from the Participant's
Compensation. The requirements of this Section do not apply to contributions
made pursuant to Section 4.6.

      4.9. Contingent Nature of Contributions. Each contribution made by the
Employer pursuant to the provisions of Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.6
is made expressly contingent on its deductibility for federal income tax
purposes for the fiscal year with respect to which such contribution is made,
and no such contribution will be made for any year to the extent it would exceed
the deductible limit for such year as set forth in section 404 of the Code.

      4.10. Exclusive Benefit; Refund of Contributions. All contributions made
to the Plan are made for the exclusive benefit of the Participants and their
Beneficiaries, and such contributions will not be used for, nor diverted to,
purposes other than for the exclusive benefit of the Participants and their
Beneficiaries (including the costs of maintaining and administering the Plan and
corresponding trust). Notwithstanding the foregoing, to the extent that such
refunds do not, in themselves, deprive the Plan of its qualified status, refunds
of contributions will be made to the Employer under the following circumstances
and subject to the following limitations:

            (a) Disallowance of Deduction. To the extent that a federal income
tax deduction is disallowed, in whole or in part, for any contribution made by
an Employer, or such contribution is otherwise nondeductible and recovery
thereof is permitted, the Trustee will refund to the Employer the amount so
disallowed within one (1) year of the date of such disallowance or as otherwise
permitted by applicable administrative rules.

            (b) Mistake of Fact. In the case of a contribution which is made in
whole or in part by reason of a mistake of fact, so much of the Employer
contribution as is attributable to the mistake of fact will be returnable to the
Employer upon demand, upon presentation of evidence of the mistake of fact to
the Trustee and of calculations as to the impact of such mistake. Demand and
repayment must be effectuated within one (1) year after the payment of the
contribution to which the mistake applies.

      In the event that any refund is paid to the Employer hereunder, such
refund will be made without regard to net investment gains attributable to the
contribution, but will be reduced to reflect net investment losses attributable
thereto.


                                       16
<PAGE>
                                   ARTICLE V.
                          LIMITATIONS ON CONTRIBUTIONS

      5.1. Calendar Year Limitation on Salary Deferrals.

            (a) Notwithstanding anything contained herein to the contrary,
Salary Deferrals made on behalf of an active Participant under this Plan
together with elective deferrals (as defined in section 402(g) of the Code)
under any other plan or arrangement maintained by the Employer or an Affiliated
Company will not exceed $10,000 (as adjusted in accordance with section 402(g)
of the Code and Treasury regulations thereunder) for any calendar year.
Furthermore, should a Participant claim that his Salary Deferrals under this
Plan when added to his other elective deferrals under any other plan or
arrangement (whether or not maintained by an Employer or an Affiliated Company)
exceed the limit imposed by section 402(g) of the Code for the calendar year in
which the deferrals occurred, the Committee will distribute, by April 15 of the
following calendar year, the amount of Salary Deferrals specified in the
Participant's claim, plus income thereon determined in the manner described in
Section 5.3(c). The Participant's claim will be in writing and will be submitted
to the Committee prior to April 1 following the calendar year in which such
deferrals occurred. A Participant will be deemed to have made a claim for
distribution of excess deferrals from the Plan to the extent that his Salary
Deferrals together with his elective deferrals under any other plan or
arrangement maintained by the Employer or an Affiliated Company exceed the limit
imposed by section 402(g) of the Code for the calendar year. For purposes of
determining the necessary reduction, (1) Salary Deferrals previously distributed
pursuant to Section 5.3(a) or returned to the Participant pursuant to Section
5.4 will be treated as distributed under this Section 5.1 and (2) Salary
Deferrals not taken into account in determining Matching Contributions under
Section 4.2 will be reduced first.

            (b) In the event a Participant receives a distribution of excess
Salary Deferrals pursuant to paragraph (a), the Participant will forfeit any
Matching Contributions (plus income thereon determined as described in Section
5.3(c)) allocated to the Participant by reason of the distributed Salary
Deferrals. Amounts forfeited will be used to reduce future Matching
Contributions made pursuant to Section 4.2.

      5.2. Nondiscrimination Limitations on Salary Deferrals and Matching
Contributions.

            (a) Salary Deferral Limitations. With respect to Salary Deferrals
for any Plan Year beginning on or after January 1, 1997, one of the following
tests must be satisfied:

                  (1) The Average Actual Deferral Percentage for active
Participants who are Highly Compensated Employees for the Plan Year will not
exceed the Average Actual Deferral Percentage for all other active Participants
for the preceding Plan Year multiplied by 1.25; or

                  (2) The Average Actual Deferral Percentage for active
Participants who are Highly Compensated Employees for the Plan Year will not
exceed the Average Actual Deferral Percentage for all other active Participants
for the preceding Plan Year multiplied by two (2), provided that the Average
Actual Deferral Percentage for such Highly Compensated

                                       17
<PAGE>
Employees does not exceed the applicable Average Actual Deferral Percentage for
all other active Participants by more than two (2) percentage points.

            (b) Matching Contribution Limitations. With respect to Matching
Contributions for any Plan Year beginning on or after January 1, 1997, one of
the following tests must be satisfied:

                  (1) The Average Contribution Percentage for active
Participants who are Highly Compensated Employees for the Plan Year will not
exceed the Average Contribution Percentage for all other active Participants for
the preceding Plan Year multiplied by 1.25; or

                  (2) The Average Contribution Percentage for active
Participants who are Highly Compensated Employees for the Plan Year will not
exceed the Average Contribution Percentage for all other active Participants for
the preceding Plan Year multiplied by two (2), provided that the Average
Contribution Percentage for such Highly Compensated Employees does not exceed
the applicable Average Contribution Percentage for all other active Participants
by more than two (2) percentage points.

            (c) Aggregate Limitation. For any Plan Year in which both the
limitations in Sections 5.2(a)(1) and (b)(1) are exceeded, the sum of the
Average Actual Deferral Percentage and the Average Contribution Percentage for
active Participants who are Highly Compensated Employees (determined after
adjustments are made under Sections 5.3(a) and (b) for purposes of satisfying
the limitations described in Sections 5.2(a) and (b)) will not exceed the
greater of:

                  (1) the sum of (A) the greater of the applicable Average
Actual Deferral Percentage or the Average Contribution Percentage for all other
active Participants multiplied by 1.25, plus (B) the lesser of (i) two (2)
multiplied by the lesser of the applicable Average Actual Deferral Percentage or
the Average Contribution Percentage for all other Participants, or (ii) two
percent (2%) plus the lesser of the applicable Average Actual Deferral
Percentage or the Average Contribution Percentage for all other active
Participants; or

                  (2) the sum of (A) the lesser of the applicable Average Actual
Deferral Percentage or the Average Contribution Percentage for all other active
Participants multiplied by 1.25, plus (B) the lesser of (i) two (2) multiplied
by the greater of the applicable Average Actual Deferral Percentage or the
Average Contribution Percentage for all other active Participants, or (ii) two
percent (2%) plus the greater of the applicable Average Actual Deferral
Percentage or the Average Contribution Percentage for all other active
Participants.

            (d) For purposes of subsections (a) through (c), this Plan will be
aggregated and treated as a single plan with other plans maintained by the
Employer or an Affiliated Company to the extent that this Plan is aggregated
with any such other plan for purposes of satisfying section 410(b) (other than
section 410(b)(2)(A)(ii)) of the Code.

            (e) The determination and treatment of the Salary Deferrals,
Matching Contributions, Qualified Employer Contributions, Actual Deferral
Percentage and Contribution Percentage of any Participant will satisfy such
other requirements as may be prescribed by the Secretary of the Treasury.


                                       18
<PAGE>
      5.3. Correction of Discriminatory Contributions.

            (a) If the nondiscrimination tests of Section 5.2(a) are not
satisfied with respect to Salary Deferrals for any Plan Year beginning on or
after January 1, 1997, the Committee will (1) determine the amount by which the
Actual Deferral Percentage for the Highly Compensated Employee or Employees with
the highest Actual Deferral Percentage for the Plan Year would need to be
reduced to comply with the limit in Section 5.2(a), (2) convert the excess
percentage amount determined under clause (1) into a dollar amount, and (3)
reduce the Salary Deferrals of the Highly Compensated Employee or Employees with
the greatest dollar amount of Salary Deferrals by the lesser of (A) the amount
by which the Highly Compensated Employee's Salary Deferrals exceeds the Salary
Deferrals of the Highly Compensated Employee with the next highest dollar amount
of Salary Deferrals, or (B) the amount of the excess dollar amount determined
under clause (2). This process will be repeated until the Salary Deferrals of
Highly Compensated Employees have been reduced by an amount equal to the excess
dollar amount determined under clause (2). The Salary Deferrals of any Highly
Compensated Employee which must be reduced pursuant to this subsection (a) will
be reduced (i) first, by distributing Salary Deferrals not taken into account in
determining Matching Contributions under Section 4.2, and (ii) then, by
distributing Salary Deferrals not described in (i), within twelve (12) months of
the close of the Plan Year with respect to which the reduction applies, and the
provisions of Section 5.1(b) regarding the forfeiture of related Matching
Contributions will apply. For purposes of determining the necessary reduction,
Salary Deferrals previously distributed pursuant to Section 5.1 will be treated
as distributed under this Section 5.3(a).

            (b) If the nondiscrimination tests of Section 5.2(b) are not
satisfied with respect to Matching Contributions for any Plan Year beginning on
or after January 1, 1997, the Committee will (1) determine the amount by which
the Actual Contribution Percentage for the Highly Compensated Employee or
Employees with the highest Actual Contribution Percentage for the Plan Year
would need to be reduced to comply with the limit in Section 5.2(b), (2) convert
the excess percentage amount determined under clause (1) into a dollar amount,
and (3) reduce the excess contributions of the Highly Compensated Employee or
Employees with the greatest dollar amount of Matching Contributions by the
lesser of (A) the amount by which the dollar amount of the affected Highly
Compensated Employees's Matching Contributions exceeds the dollar amount of the
Matching Contributions of the Highly Compensated Employee with the next highest
dollar amount of Matching Contributions, or (B) the amount of the excess dollar
amount determined under clause (2). This process will be repeated until the
Matching Contributions of the Highly Compensated Employees has been reduced by
an amount equal to the excess dollar amount determined under clause (2). The
Matching Contributions of any Highly Compensated Employee which must be reduced
pursuant to this subsection (b) will be reduced by distributing any Matching
Contributions, within twelve (12) months of the close of the Plan Year with
respect to which the reduction applies. Amounts forfeited under this subsection
(b) will be applied to reduce future Matching Contributions made pursuant to
Section 4.2.

            (c) Any distribution, recharacterization or forfeiture of Salary
Deferrals or Matching Contributions necessary pursuant to subsections (a) or (b)
will include a distribution or forfeiture of the income, if any, allocable to
such contributions. Such income will be equal to the sum of (1) the allocable
gain or loss for the Plan Year (determined by multiplying the income allocable
to the Participant's Salary Deferrals or Matching Contributions, as applicable,
for the

                                       19
<PAGE>
Plan Year by a fraction, the numerator of which is the Participant's excess
Salary Deferrals or Matching Contributions, as applicable, for the Plan Year and
the denominator is the Participant's Salary Deferral Account or Matching
Contribution Account, as applicable, as of the beginning of the Plan Year), plus
the Participant's elective contributions for the Plan Year, plus (2) ten percent
(10%) of the amount determined under clause (1) 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 day of the month.

            (d) For purposes of satisfying the nondiscrimination test described
in Section 5.2(c), the Salary Deferrals of all Highly Compensated Employees will
be reduced as described in subsections (a) and (b), (i) first, by distributing
Salary Deferrals not taken into account in determining Matching Contributions
under Section 4.2, and (ii) then, by distributing Salary Deferrals not described
in clause (i) and forfeiting Matching Contributions corresponding to such
distributed Salary Deferrals.

            (e) Notwithstanding anything in this Section to the contrary, for
any Highly Compensated Employee who is an active Participant in the Plan while
eligible to participate in any other qualified retirement plan maintained by the
Employer or an Affiliated Company (excluding any such plan which is not
permitted to be aggregated with the Plan pursuant to Treas. Reg.
Section 1.401(k)-1(g)(11) or Section 1.401(m)-1(f)(14)) under which the Employee
has made employee contributions or elective deferrals, or is credited with
employer matching contributions for the year, the Committee will coordinate
corrective actions under this Plan and such other plan for the year.

            (f) In lieu of or in addition to the actions described in
subsections (a) through (e) of this Section, to satisfy the tests in Section
5.2, the Employer may make Qualified Employer Contributions as described in
Section 4.4.

      5.4. Annual Additions Limitations.

            (a) In no event will the Annual Additions on behalf of any
Participant for any Plan Year exceed the lesser of:

                  (1) $30,000 (or such other amount as may be in effect under
Section 415(c)(1)(A) of the Code), or

                  (2) twenty-five percent (25%) (or such other percentage that
may be in effect under Section 415(c)(1)(A) of the Code) of such Participant's
Compensation for the Plan Year.

      The limitation referred to in Section 5.4(a)(2) will not apply to any
contribution for medical benefits within the meaning of section 401(h) or
section 419A(f)(2) of the Code which is otherwise treated as an Annual Addition
under section 415(l)(1) or 419A(d)(2) of the Code.

      If the amount otherwise allocable to the Account of a Participant would
exceed the amount described above as a result of the reallocation of
forfeitures, a reasonable error in estimating the Participant's Compensation, a
reasonable error in determining the amount of elective deferrals (within the
meaning of section 402(g) of the Code) that may be made under the

                                       20
<PAGE>
limitations of section 415 of the Code, or such other circumstances as permitted
by law, the Committee will determine which portion, if any, of such excess
amount is attributable to the Participant's Salary Deferrals and/or Matching
Contributions and/or Qualified Employer Contributions, if any, until such excess
amount has been exhausted. To the extent any portion of a Participant's Salary
Deferrals are determined to be excess under this Section, such Salary Deferrals,
with income thereon, will be returned to the Participant as soon as
administratively practicable. To the extent any portion of the Matching
Contributions and/or Qualified Employer Contributions allocable to a Participant
are determined to be excess under this Section, while the Participant remains an
Eligible Employee, his excess Matching Contributions and/or Qualified Employer
Contributions will be held in a suspense account (which will share in investment
gains and losses of the Fund) by the Trustee until the following Plan Year (or
any succeeding Plan Years), at which time such amounts will be allocated to the
Participant's Account before any Matching Contributions and/or Qualified
Employer Contributions are made on his behalf for the Plan Year. When the
Participant ceases to be an Eligible Employee, his excess Matching Contributions
and/or Qualified Employer Contributions held in the suspense account will be
allocated in the following Plan Year (or any succeeding Plan Years) to the
Accounts of other Participants in the Plan. Furthermore, the Committee will
perform any other actions as may be necessary to preserve the Plan's status as a
qualified plan.

            (b) Effective for Plan Years beginning before January 1, 2000, the
amount allocated to the Account of any Participant for any Plan Year will not
cause the sum of the "defined contribution fraction" and the "defined benefit
fraction," as such terms are defined in section 415(e) of the Code, to exceed
1.0, or such other limitation as may be applicable under section 415 of the Code
with respect to any combination of qualified plans without disqualification of
any such plan. In the event that the amount tentatively available for allocation
to the Account of any Participant in any Plan Year beginning before January 1,
2000 exceeds the maximum amount permissible hereunder, benefits under the
defined benefit plan or plans in which the Participant is participating will be
adjusted to the extent necessary to satisfy the requirements of section 415(e)
of the Code.


                                       21
<PAGE>
                                  ARTICLE VI.

                     INVESTMENT AND VALUATION OF TRUST FUND;
                             MAINTENANCE OF ACCOUNTS

      6.1. Investment of Assets. All existing assets of the Trust Fund and all
future contributions will be invested by the Trustee in accordance with the
terms of the Trust Agreement and Section 6.2.

      6.2. Investment in Investment Funds. The Committee will designate the
available Investment Funds to which a Participant may direct the investment of
amounts credited to his Account. The Committee, in its sole discretion, may from
time to time designate additional Investment Funds of the same or different
types or modify, cease to offer or eliminate any existing Investment Funds.

      Anything contained in this Section 6.2 to the contrary notwithstanding,
all or any part of the Trust Fund may be invested by one or more Investment
Managers appointed by the Committee, under one or more pooled or commingled
funds maintained by a bank or insurance company, together with commingled assets
of other plans of deferred compensation qualified under section 401(a) of the
Code. A portion of the Trust Fund, as determined by the Committee, may be held
in the form of uninvested cash or in a liquid asset account for temporary
periods pending reinvestment or distribution.

      6.3. Investment Elections. Each Participant, upon commencing or
recommencing active participation under Section 4.1, will direct in the form and
at the time prescribed by the Committee the investment of contributions made by
him or on his behalf in any one or more of the available Investment Funds, in
whole percentage increments, subject to such limitations as the Committee may
prescribe. In the event a Participant fails to direct the investment of all or a
portion of his Account, the Committee will designate a default Investment Fund
in which such amount will be invested.

      6.4. Change of Election. Each Participant may change his investment
direction with respect to the investment of his future contributions at the time
or times prescribed by the Committee, by making a new election in such form, at
such time in advance and in accordance with other procedures and subject to such
restrictions as the Committee or its delegate may prescribe. Until changed in
accordance with this Section 6.4, an Investment Fund election shall remain in
effect for all subsequent periods.

      6.5. Transfers Between Investment Funds. Each Participant or Beneficiary
of a deceased Participant may elect to transfer all or a portion of his interest
in any Investment Fund to any other available Investment Fund at the time or
times prescribed by the Committee, by making a new election in such form, at
such time in advance and in accordance with other procedures and subject to such
restrictions as the Committee or its delegate may prescribe.

      6.6. Individual Accounts. There will be maintained on the books of the
Plan with respect to each Participant, as applicable, a Salary Deferral Account,
a Matching Contribution Account, a Regular Contribution Account, a Qualified
Employer Contribution Account and a Rollover Account. Each such Account will
separately reflect the Participant's interest in each Investment

                                       22
<PAGE>
Fund relating to such Account. Each Participant will receive, at least annually
or at more frequent intervals determined by the Committee, a statement of his
Account showing the balances in each Investment Fund. A Participant's interest
in any Investment Fund will be determined and accounted for based on his
beneficial interest in any such fund, and no Participant will have any interest
in or rights to any specific asset of any Investment Fund.

      6.7. Valuation. The Trust Fund shall be valued by the Trustee as of each
Valuation Date on the basis of its fair market value. The Trust Fund may also be
valued by the Trustee as of any other date as the Committee may authorize for
any reason the Committee deems appropriate.

      6.8. Allocation of Investment Earnings and Expenses. On the basis of the
valuation as of a Valuation Date, subject to the provisions of Article VII, the
Accounts of all Participants shall be (a) proportionately adjusted to reflect
expenses and investment earnings such as interest, dividends, realized and
unrealized investment profits and losses, and (b) directly adjusted to reflect
all other applicable transactions during the Plan Year attributable to such
Accounts including, but not limited to, any distributions or annuity purchases.

      6.9. Fiduciary Responsibility. This Plan is intended to constitute a plan
described in section 404(c) of the Employee Retirement Security Act of 1974, as
amended, and Title 29 of the Code of Federal Regulations 2550.404c-1. None of
the Company, an Employer, the Committee, the Trustee nor any other Plan
fiduciary will be liable for any losses which are the direct and necessary
result of investment instructions provided by any Participant, Beneficiary or
Alternate Payee.


                                       23
<PAGE>
                                  ARTICLE VII.
                        VESTING AND BENEFIT DISTRIBUTIONS

      7.1. Vesting.

            (a) Upon Retirement. A Participant shall be 100% vested in his
Account at all times after first becoming eligible for Retirement. A Participant
shall be eligible to retire on his Normal or Deferred Retirement Date. In the
event a Participant does not retire on his Normal Retirement Date, he shall
continue to be credited with contributions in accordance with Articles IV and
VIII until his actual retirement.

            (b) Upon Disability. A Participant who incurs a Disability prior to
his termination of employment shall be 100% vested in his Account. The Committee
shall require evidence that the application for such benefits has been approved
by the Social Security Administrator. The final determination shall be made by
the Committee on the basis of such evidence.

      If such Participant returns to the employ of an Employer, he shall resume
his participation as of the date of his return. The Participant's vested
interest in that portion of his Account attributable to Service from the date of
his last reemployment shall be determined in accordance with the provisions of
this Article VII, without regard to his prior Disability.

            (c) Upon Death. A Participant who dies prior to his termination of
employment shall be 100% vested in his Account. Upon the death of a Participant,
his Beneficiary shall be entitled to 100% of such Participant's vested Account.

            (d) Upon Termination of Employment. Upon a Participant's termination
of employment for reasons other than his Retirement, Disability or death, the
following provisions shall apply:

                  (1) A Participant shall at all times be 100% vested in his
Account, except for the portion of his Account that is his Regular Contribution
Account.

                  (2) (a) Subject to Section 7.1(d)(4), for periods prior to

December 31, 1999, a Participant shall be vested in his Regular Contribution
Account in accordance with the following schedule on the basis of the
Participant's full Years of Service:

<TABLE>
<CAPTION>
           Number of Years                          Percentage of Account
           ---------------                          ---------------------
<S>                                                <C>
           Less than 3 full Years of Service        0
           3 full Years of Service                  20%
           4 full Years of Service                  40%
           5 full Years of Service                  60%
           6 full Years of Service                  80%
           7 or more full Years of Service          100%
</TABLE>


                                       24
<PAGE>
            (b) Subject to Section 7.1(d)(4), for periods on and after December
31, 1999, a Participant shall be vested in his Regular Contribution Account in
accordance with the following schedule on the basis of the Participant's full
Years of Service:

<TABLE>
<CAPTION>
                  Number of Years                          Percentage of Account
                  ---------------                          ---------------------
<S>                                                        <C>
                  Less than 1 full Year of Service         0
                  1 full Year of Service                   20%
                  2 full Years of Service                  40%
                  3 full Years of Service                  60%
                  4 full Years of Service                  80%
                  5 or more full Years of Service          100%
</TABLE>

            (3) The portion of a Participant's Account which is not vested shall
be forfeited on the earlier of the date on which the Participant receives a
distribution of his vested benefits or the date on which such Participant incurs
five consecutive Breaks-in-Service, but in no event shall such forfeiture occur
earlier than the first day after the Valuation Date next following the date on
which the Participant terminated employment. If a Participant does not have a
vested interest in his Account, he shall be deemed to have received an immediate
distribution as of the first day after the Valuation Date next following the
date on which such Participant terminated employment. That portion of a
Participant's Regular Contribution Account which is forfeited shall be
reallocated in accordance with Section 4.3 and Article VIII.

            (4) If a Participant is reemployed by the Employer prior to
incurring five consecutive Breaks-in-Service, the dollar amount which was
subject to forfeiture in accordance with Section 7.1(d)(3) will be restored to
the Participant's Account if the Participant repays the amount distributed from
his Account. Such amounts must be repaid to the Trust Fund in a lump sum within
five years from the date such Participant resumes his employment with the
Employer. The funds required for the restoration of such Account may, as
determined by the Committee, be paid from forfeitures, Regular Contributions, or
investment gains of the Trust Fund attributable to the Regular Contribution
Accounts of all Participants.

            Such repaid amounts shall be credited to the Participant's Accounts
as determined by the Committee, taking into account the applicable vesting
schedules, amounts subject to special tax treatment and withdrawal rules.
Additional Accounts will be established, if required, to accommodate these
objectives. Amounts repaid and restored in accordance with this Subsection will
not be treated as Annual Additions.

            Notwithstanding the foregoing, no restoration shall be made to a
Participant's Account and no repayment shall be permitted with respect to funds
accumulated prior to reemployment in the case of

                        (i)   any Participant who was fully vested;

                        (ii)  any Participant who is reemployed after incurring
five consecutive Breaks-in-Service, or


                                       25
<PAGE>
                        (iii) any Participant who incurred a one year
Break-in-Service prior to January 1, 1985 and reemployment.

      7.2. Commencement of Benefits.

            (a) Death Benefits

                  (1) Form and Timing of Benefit. Unless otherwise elected by
the Beneficiary and subject to Section 7.2(a)(2), death benefits will be paid in
a single lump sum to the Participant's Beneficiary as soon as practicable after
the Participant's death.

                  (2) Required Distribution Dates. Notwithstanding any provision
in the Plan to the contrary, the Benefit Payment Date:

                        (a) for a non-spouse Beneficiary will be no later than
December 31 of the year containing (i) the fifth anniversary of the
Participant's death or (ii) with respect to death benefits payable from the
Participant's Account in the form of installments, the first anniversary of the
Participant's death.

                        (b) for a spouse Beneficiary will be no later than
December 31 of the later of (i) the calendar year following the year of the
Participant's death or (ii) the calendar year in which the Participant would
have attained age 70-1/2.

            Distributions under this Section 7.2(a) will otherwise comply with
the requirements of section 401(a)(9) of the Code and the regulations
thereunder, including the incidental death benefit requirements of proposed
Treas. Reg. ?1.401(a)(9)-2.

            (b) Upon Other Events.

                  (1) Amount of Benefit. The Plan benefit payable to a
Participant upon such Participant's termination of employment for reasons other
than his death, will be equal to the balance of his vested Account, determined
as of the Valuation Date related to the Benefit Payment Date for the
Participant.

                  (2) Time of Distribution.


                        (a) General Rule. Distribution of benefits under this
Section 7.2(b) to the Participant will be made no later than the 60th day
following the Valuation Date next subsequent to the Participant's termination of
employment; provided, however, that in the case of a Participant who has not
reached his Normal Retirement Date and whose Account balance exceeds $5,000
(including Rollover Contributions) ($3,500 for Benefit Payment Dates before
January 1, 1999), no distribution will be made at such time without the consent
of the Participant provided in a manner and at the time agreed upon by the
Committee and the Trustee and that complies with applicable law. If the
Participant does not so consent, then distribution will be deferred until any
subsequent date elected by the Participant in a manner prescribed by the
Committee, but not later than the 60th day following the last day of the Plan
Year during which the anniversary of the Participant's Normal Retirement Date
occurs.


                                       26
<PAGE>
                        (b) Required Distribution Dates. Except as otherwise
provided in this Section, the Benefit Payment Date for any Participant will not
be later than the 60th day following the close of the Plan Year in which (A) the
Participant attains age 65, (B) occurs the tenth anniversary of the year in
which the Participant commenced participation in the Plan, or (C) the
Participant terminates from employment, whichever occurs last. Notwithstanding
any provision in the Plan to the contrary, a Participant's Benefit Payment Date
shall not be later than April 1 of the calendar year following the later of (i)
the calendar year in which the Participant attains age 70-1/2, or (ii) for
distributions after December 31, 1996, in the case of a Participant who is not a
5% owner (within the meaning of section 416(i) of the Code) with respect to the
Plan Year ending in the calendar year in which the Participant attains age
70-1/2, the calendar year in which the Participant's termination of employment
occurs. Notwithstanding the foregoing, a Participant who attains age 70-1/2
prior to January 1, 2000 shall be entitled to elect the April 1 of the calendar
year following the calendar year in which he attains age 70-1/2 as his Benefit
Payment Date. Distributions under this Section 7.2 will otherwise comply with
the requirements of section 401(a)(9) of the Code and the regulations
thereunder, including the incidental death benefit requirements of proposed
Treas. Reg. Section 1.401(a)(9)-2.

                        (c) Effective Date of Regulations. With respect to
distributions under the Plan made for calendar years beginning on or after
January 1, 2002, the Plan will apply the minimum distribution requirements of
section 401(a)(9) of the Internal Revenue Code in accordance with the
regulations under section 401(a)(9) that were proposed on January 17, 2001,
notwithstanding any provision of the Plan to the contrary. This amendment shall
continue in effect until the end of the last calendar beginning before the
effective date of final regulations under section 401(a)(9) or such other date
as may be specified in guidance published by the Internal Revenue Service.

                  (3) Election Period. A Participant's election to commence
payment prior to his Normal Retirement Date must be made within the ninety (90)
day period ending on the Benefit Payment Date elected by the Participant and in
no event earlier than the date the Committee provides the Participant with
information relating to his right to defer payment until his Normal Retirement
Date and his right to make a direct rollover as set forth in Section 7.8. Such
information must be supplied not less than thirty (30) days nor more than ninety
(90) days prior to the Benefit Payment Date. Notwithstanding the preceding
sentence, a Participant's Benefit Payment Date may occur less than thirty (30)
days after such information has been supplied to the Participant provided that,
after the Participant has received such information and has been advised of his
right to a thirty (30) day period to make a decision regarding the distribution,
the Participant affirmatively elects a distribution. The Committee may permit
the information described in this paragraph and/or the Participant's consent to
a distribution be provided at any time or in any manner permitted by applicable
law.

      7.3. Withdrawals. A Participant may, in a manner prescribed by the
Committee thirty (30) days prior to the requested date of withdrawal, request a
withdrawal from his Account in accordance with the following rules:

            (a) 59-1/2 Withdrawals. A Participant, while still employed, may
request a withdrawal of (i) all or a portion of his Salary Deferral Account at
any time after he attains age 59-1/2, provided, however, that at least one Plan
Year (for periods prior to January 1, 2001, three

                                       27
<PAGE>
Plan Years) must elapse before such Participant is eligible for another
withdrawal from his Salary Deferral Account pursuant to this clause; or (ii) all
or a portion of his Salary Deferral Account at any time before he attains age
59-1/2, provided such withdrawal meets the financial hardship provisions set
forth in paragraph (b) below; or (iii) all or a portion of his Qualified
Employer Contribution Account at any time after he attains age 59-1/2.

      (b) Hardship Withdrawals. Each Participant will have the right to make a
withdrawal from his Account on account of hardship. If the Committee or its
delegate determines that a requested withdrawal is on account of an immediate
and heavy financial need of the Participant, and the withdrawal is necessary to
satisfy such financial need, the Participant will be permitted to withdraw all
or a portion of his Account; provided, however, the aggregate amount of a
Participant's withdrawals from his Salary Deferral Account (including any such
withdrawals under any predecessor plan from elective deferrals and earnings
attributable thereto under such predecessor plan) will not exceed the balance of
his Account to the extent attributable to elective deferrals under any
predecessor plan as of December 31, 1988, plus the sum of his Salary Deferrals
and any elective deferrals made to any predecessor plan after December 31, 1988.
Withdrawals pursuant to this Section will be subject to the following additional
rules:

            (1) A distribution will be deemed to be on account of an immediate
and heavy financial need of a Participant when the distribution is on account
of:

                  (A) expenses for medical care 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 (or the
distribution is necessary for such persons to obtain such medical care);

                   (B) costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the Participant;

                   (C) payment of tuition, related educational fees, room and
board for the next twelve (12) months of post-secondary education for the
Participant, his spouse, children or dependents;

                   (D) the need to prevent the eviction of the Participant from
his principal residence or foreclosure on the mortgage of his principal
residence; or

                   (E) any other financial need as may be promulgated by the
Internal Revenue Service.

            (2) A withdrawal will be deemed necessary to satisfy the financial
need of a Participant if:

                   (A) the amount of the withdrawal does not exceed the amount
of the Participant's immediate and heavy financial need, including, at the
election of the Participant, any amounts necessary to pay any federal, state or
local income taxes or penalties reasonably anticipated to result from the
distribution;


                                       28
<PAGE>
                   (B) the Participant provides the Committee with a signed,
written statement certifying that the financial hardship cannot be relieved:

                        (i) through reimbursement of compensation by insurance
or otherwise;

                        (ii) by reasonable liquidation of such Participant's
assets, including those of his spouse and minor children if they are reasonably
available to him;

                        (iii) by discontinuance of Salary Deferrals; or

                        (iv) by other distributions or loans from the Plan or
any other qualified plan or loans from commercial sources on reasonably
commercial terms.

                   (C) in the absence of the certification described in (B), the
following requirements will apply:

                        (i) The Participant must have obtained all other
distributions and loans available under all plans maintained by the Employer.

                        (ii) Salary Deferrals and any other Employee
contributions under all plans maintained by the Employer will be suspended for
12 months (for withdrawals occurring before January 1, 2002) or 6 months (for
withdrawals occurring on or after January 1, 2002) following the receipt of the
financial hardship withdrawal. The Participant's Salary Deferrals will
automatically be resumed following the required period of suspension, unless the
Participant elects otherwise.

                        (iii) The limitation of Section 5.1 which is imposed on
a Participant's Salary Deferrals for the calendar year immediately following the
calendar year of the financial hardship withdrawal will be reduced by the amount
of such contributions and/or deferrals for the calendar year of such withdrawal.

                   (3) The amount of such financial hardship withdrawal may not
exceed the amount required to meet the specified need. In addition, the amount
of such withdrawal from a Participant's Salary Deferral Account shall be limited
to the sum of the Participant's Salary Deferrals made, plus the income credited
to the Salary Deferral Account as of the last Valuation Date in 1988.

                   (4) A financial hardship withdrawal from a Participant's
Salary Deferral Account will be available only after the total amount available
from all other Accounts has been withdrawn.

                   (5) A hardship withdrawal will be made in a single sum
payment.

            (c) General Withdrawal Rules. Any withdrawal pursuant to this
Section 7.3 shall be subject to the following requirements:


                                       29
<PAGE>
                   (1) Only one withdrawal will be permitted during any Plan
Year.

                   (2) A written request for a withdrawal must be submitted to
the Committee at least 30 days prior to the withdrawal date and must specify the
Investment Fund from which the withdrawal is to be taken.

                   (3) A withdrawal may be requested as of any January 1, or at
such other dates as the Committee may fix from time to time with respect to a
hardship withdrawal. If requested as of any date other than the day after a
Valuation Date, no investment earnings will be credited on the amount withdrawn
from the period from the last Valuation Date to the date specified for the
withdrawal.

                   (4) The minimum amount that may be withdrawn is $1,000, or
the balance in the Participant's Account from which a current withdrawal is
permitted, if less. The minimum amount limitation shall not apply in the case of
a hardship withdrawal.

      7.4. Form of Benefit Payment.

            (a) General Rule. Except as otherwise provided in this Section 7.4,
all distributions of benefits payable to a Participant under Section 7.2 or 7.3
of the Plan will be made in the form of a single cash lump sum. The distribution
of a lump sum to a Participant or his Beneficiary shall constitute the complete
discharge of all obligations of the Plan.

            (b) Small Benefits. Notwithstanding any provisions of the Plan to
the contrary, the Committee will direct that a Participant's Account will be
paid in a single sum without the Participant's consent (or, in the event of the
Participant's death, his Beneficiary's) if, as of a Benefit Payment Date which
occurs on or after January 1, 1999, the total value of the Participant's Account
is $5,000 or less (including Rollover Contributions) ($3,500 for Benefit Payment
Dates before January 1, 1999). Any such distribution shall occur not later than
the earlier to occur of (1) the 90th day following the Valuation Date next
subsequent to such termination, or (2) the 60th day following the Valuation Date
occurring at the end of the Plan Year in which such termination occurs if, by
the end of such Plan Year, the Participant has attained his Normal Retirement
Date and there has occurred the 10th anniversary of the date on which the
Participant's Plan participation commenced.

      7.5. Beneficiary Designation Right.

            (a) Spouse as Beneficiary. The Beneficiary of a death benefit
payable pursuant to Section 7.1 will be the Participant's spouse as of the
Participant's date of death; provided, however, that the Participant may
designate a Beneficiary other than his spouse pursuant to Section 7.5(b) if:

                  (1) the requirements of Section 7.5(c) are satisfied, or

                  (2) the Participant has no spouse, or


                                       30
<PAGE>
                  (3) the Committee determines that the spouse cannot be located
or such other circumstances exist under which spousal consent is not required,
as prescribed by Treasury regulations.

            (b) Beneficiary Designation Right. Each Participant who is permitted
to designate a Beneficiary other than his spouse pursuant to Section 7.5(a) will
have the right to designate one or more primary and one or more secondary
Beneficiaries to receive any benefit becoming payable upon the Participant's
death. All Beneficiary designations will be in writing in a form satisfactory to
the Committee. Each Participant will be entitled to change his Beneficiaries at
any time and from time to time by filing a written notice of such change with
the Committee. However, the Participant's spouse must again consent in writing
to such change, unless (1) the prior consent of the spouse expressly permits
designations by the Participant without any requirement of further consent by
the spouse or (2) one of the exceptions described in Sections 7.5(a)(2) and
7.5(a)(3) applies.

      If no designation is made, or if all of the Beneficiaries named in such
designation predecease the Participant or cannot be located by the Committee,
then the Participant will be deemed to have designated the following as his
Beneficiaries and contingent Beneficiaries, with priority in the order named:

                  (1) his spouse;

                  (2) his estate.

            (c) Form and Content of Spouse's Consent. A spouse may consent to
the designation of one or more Beneficiaries other than such spouse provided
that such consent will be in writing, must consent to the specific alternate
beneficiary or beneficiaries designated (or permit beneficiary designations by
the Participant without the spouse's further consent), must acknowledge the
effect of such consent, and must be witnessed by a Plan representative or notary
public. Such spouse's consent will be irrevocable, unless expressly made
revocable. The consent of a spouse in accordance with this Section 7.5(c) will
not be effective with respect to any subsequent spouse of the Participant.

      7.6. Domestic Relations Orders.

            (a) General. Except as otherwise provided in this Section 7.6, an
Alternate Payee will have no rights to a Participant's benefit and will have no
rights under this Plan other than those rights specifically granted to the
Alternate Payee pursuant to a QDRO. Notwithstanding the foregoing, an Alternate
Payee will have the right to make a claim for any benefits awarded to the
Alternate Payee pursuant to a QDRO, as provided in Article XI. Any interest of
an Alternate Payee in the Account of a Participant, other than an interest
payable solely upon the Participant's death pursuant to a QDRO which provides
that the Alternate Payee will be treated as the Participant's surviving spouse,
will be separately accounted for by the Trustee in the name and for the benefit
of the Alternate Payee.

            (b) Distribution.


                                       31
<PAGE>
                  (1) Notwithstanding anything in this Plan to the contrary, a
QDRO may provide that any benefits of a Participant payable to an Alternate
Payee that are separately accounted for will be distributed immediately or at
any other time specified in the order but not later than the latest date
benefits would be payable to the Participant pursuant to this Article. If the
order does not specify the time at which benefits will be payable to the
Alternate Payee, the Alternate Payee may elect, in writing on a form prescribed
by the Committee, to have benefits commence (A) in accordance with Section 7.2,
as of the earlier of (i) the Participant's 50th birthday or (ii) the
Participant's termination of employment, or as of any date thereafter that is
not later than the latest date on which benefits would be payable to the
Participant pursuant to that Section or (B) in accordance with Section 7.1, but
as of the Alternate Payee's death; provided, however, that in the event the
amount payable to the Alternate Payee under the QDRO does not exceed $5,000
(including Rollover Contributions) ($3,500 for Benefit Payment Dates occurring
before January 1, 1999), such amount will be paid to the Alternate Payee in a
single sum as soon as practicable following the Committee's receipt of the order
and verification of its status as a QDRO.

                  (2) If the QDRO does not specify the Participant's Accounts,
or Investment Funds in which the Participant's Accounts are invested, from which
amounts that are separately accounted for will be paid to an Alternate Payee,
such amounts will be distributed, or segregated, from the Participant's
Accounts, and the Investment Funds in which such Accounts are invested, on a pro
rata basis.

                  (3) The benefit payable to an Alternate Payee will be paid in
the form of a single sum.

            (c) Withdrawals. An Alternate Payee will not be permitted to make
any withdrawals under Article VII.

            (d) Death Benefits. Unless a QDRO establishing a separate account
for an Alternate Payee provides to the contrary, an Alternate Payee for whom a
separate account is established will have the right to designate a Beneficiary,
in the same manner as provided in Section 7.5 with respect to a Participant
(except that no spousal consent will be required), who will receive benefits
payable to an Alternate Payee which have not been distributed at the time of an
Alternate Payee's death. If the Alternate Payee for whom a separate account is
established does not designate a Beneficiary, or if the Beneficiary predeceases
the Alternate Payee, benefits payable to the Alternate Payee which have not been
distributed will be paid to the Alternate Payee's estate. Any death benefit
payable to the Beneficiary of an Alternate Payee will be paid in a single sum in
cash as soon as administratively practicable after the Alternate Payee's death.

            (e) Investment Direction. Unless a QDRO establishing a separate
account for an Alternate Payee provides to the contrary, an Alternate Payee for
whom a separate account is established will have the right to direct the
investment of any portion of a Participant's Accounts payable to the Alternate
Payee under such order in the same manner as provided in Article VI with respect
to a Participant, which amounts will be separately accounted for by the Trustee
in the Alternate Payee's name; provided, however, that the Alternate Payee shall
not be permitted to elect to invest any such amounts in "employer securities"
within the meaning of section 409(l) of the Code.


                                       32
<PAGE>
      7.7. Post Distribution Credits. In the event that, after the payment of a
single-sum distribution under this Plan (other than an in-service benefit
distribution described in Section 7.3), any funds will be subsequently credited
to the Participant's Account, such additional funds will be paid to the
Participant or applied for the Participant's Account as promptly as practicable
thereafter; provided, that the Participant is not then an Employee or, if he is
an Employee, he has reached the required distribution date described in Section
7.2(b)(2).

      7.8. Eligible Rollover Distributions.

            (a) In the event any payment or payments to be made under the Plan
to a Participant, a beneficiary who is the surviving spouse of a Participant, or
an alternate payee who is the former spouse of a Participant, would constitute
an "eligible rollover distribution," the individual may request that such
payment or payments be transferred directly from the Trust Fund to the trustee
of (i) an individual retirement account described in Section 408(a) of the Code,
(ii) an individual retirement annuity described in Section 408(b) of the Code
(other than an endowment contract), (iii) an annuity plan described in Section
403(a) of the Code, (iv) a qualified retirement plan the terms of which permit
the acceptance of rollover distributions, or (v) effective for distributions
made on or after January 1, 2002, (A) an eligible deferred compensation plan
described in Section 457(b) of Code maintained by an eligible employer described
in Section 457(e)(1)(A) of the Code that separately accounts for eligible
rollover distributions or (B) an annuity contract described in Section 403(b) of
the Code; provided, however, that clause (iii) and (iv) shall not apply to an
eligible rollover distribution made prior to January 1, 2002 to a beneficiary
who is the surviving spouse of a Participant. Any such request shall be made in
writing, on the form prescribed by the Benefits Committee for such purpose, at
such time in advance as the Benefits Committee may specify. Notwithstanding the
foregoing, any "eligible rollover distribution" in excess of $1,000 made after
final regulations are issued by the Department of Labor with respect to Section
402(c)(2)(A) of the Code shall be transferred directly to the individual
retirement plan of a designated trustee or insurer, unless the Participant
elects to receive such distribution.

            (b) For purposes of this Section 7.8, eligible rollover distribution
shall mean a distribution from the Plan, excluding (i) any distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) over the life (or life expectancy) of the individual, the lives
(or life expectancies) of the individual and the individual's designated
beneficiary, or a specified period of ten (10) or more years, (ii) any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code, (iii) any distribution to the extent such distribution is not
included in gross income and (iv) for distributions after December 31, 1998 (in
accordance with guidance issued by the Internal Revenue Service), any hardship
distribution described in section 401(k)(2)(B)(i)(IV) of the Code.
Notwithstanding the foregoing, clause (iii) of the preceding sentence shall not
apply to a distribution that is made on or after January 1, 2002 and rolled over
to an eligible retirement plan described in clause (i) or (ii) of the preceding
paragraph or a qualified defined contribution plan that will separately account
for the portion of the distribution that is includible in gross income.

      7.9. Delay of Payment.


                                       33
<PAGE>
            (a) If the amount of any payment under this Article VII would
adversely affect the Trust Fund by forcing the premature liquidation of assets,
such payment may be delayed until the timely and orderly liquidation of
investments can be accomplished, but in no event later than the 60th day
following the last day of the Plan Year during which the Participant's Normal
Retirement Date occurs.

      If the amount of any payment under this Section would adversely affect the
Trust Fund by permitting former Participants to enter into direct competition
with the Company, such payment will be delayed until the 60th day after the end
of the Plan Year during which the Participant's Normal Retirement Date occurs.

      If the amount of any payment under this Section cannot be ascertained by
the applicable commencement date, payment shall be made no later than 60 days
after the earliest day on which the amount of such payment can be ascertained.

      If a Participant is in receipt of benefits from the Company's insured
long-term disability program, payment of the Participants Account shall be
deferred to the first day of the month in which such Participant is no longer
eligible to receive such benefits or, if earlier, the 60th day following the
last day of the Plan Year during which the Participant's Normal Retirement Date
occurs, provided the benefits payable under the long-term disability program
would otherwise be reduced by the benefits payable under the Plan.

            (b) When distribution of benefits from the Trust Fund is to be
deferred in accordance with Section 7.2(b)(2), after the applicable Valuation
Date, the provisions of Section 6.8 shall apply to a Participant's Account until
distribution is made.


                                       34
<PAGE>
                                 ARTICLE VIII.
                     PROVISIONS RELATING TO TOP-HEAVY PLANS

      8.1. Definitions. For purposes of this Article VIII:

            (a) An "Aggregation Group" means the group of qualified plans
sponsored by the Employer or by an Affiliate that consists of either the
Required Aggregation Group or the Permissive Aggregation Group, whichever
applies.

            (b) The "Determination Date" means the last day of the preceding
Plan Year or, in the case of the first Plan Year, the last day of such Plan
Year.

            (c) A "Key Employee" is any current or former employee (and the
beneficiaries of such employee) who at any time during (i) the Plan Year or
during any of the preceding four (4) Plan Years or (ii) effective January 1,
2002, the Plan Year, was any of the following:

                  (1) An officer of the Employer having an annual compensation
of more than (A) 50% of the amount in effect under Section 415(b)(1)(A) of the
Code for the Plan Year or (B) effective January 1, 2002, $130,000 or such other
amount as may be in effect under Section 416(i)(1)(A)(i) of the Code. The number
of persons to be considered officers in any Plan Year and the identity of the
persons to be so considered shall be determined pursuant to the provisions of
Section 416(i) of the Code and the regulations published thereunder.

                  (2) For periods prior to January 1, 2002, one of the 10
employees who owns (or is considered as owning under the attribution rules set
forth at Section 318 of the Code and the regulations thereunder) the largest
interest in the Employer or such Affiliate, provided that no person shall be
considered a Key Employee under this paragraph (2) if his annual compensation is
not greater than the limitation in effect for such Plan Year under Section
415(c)(1)(A) of the Code, nor shall any person be considered a Key Employee
under this paragraph (2) if his ownership interest in the Plan Year being tested
and the preceding four Plan Years was at all times less than 1/2% in value of
any of the entities forming the Employer and the Affiliates.

                  (3) A 5% owner of the Employer;

                  (4) A person who is both an employee whose annual compensation
exceeds $150,000 and who is a 1% owner of the Employer.

            (d) A "Non-Key Employee" means any employee or former employee who
is not a Key Employee as to that Plan Year, or a beneficiary of a deceased
Participant who was a Non-Key Employee.

            (e) For any Plan Year beginning after December 31, 1983, this Plan
is "Top-Heavy" if, as of the Determination Date with respect to a Plan Year,
either of the following conditions exists:


                                       35
<PAGE>
                  (1) The Plan is not part of an Aggregation Group and the
Top-Heavy Ratio, determined by substituting the "Plan" for the "Aggregation
Group" each place it appears in Section 8.1(e), exceeds 60%.

                  (2) The Plan is part of an Aggregation Group and the Top-Heavy
Ratio of such Aggregation Group exceeds 60%.

The Plan shall be deemed "super top-heavy" as to any Plan Year if, as of the
Determination Date with respect to such Plan Year, the conditions of subsections
(1) or (2) hereof are met with "90%" substituted for "60%" therein.

            (f) The "Top-Heavy Ratio" shall mean the ratio (expressed as a
percentage) for any Plan Year, calculated as of the Determination Date with
respect to such Plan Year, determined by dividing the amount described in
paragraph (1) hereof by the amount described in paragraph (2) hereof, after
deduction from both such amounts of the amount described in paragraph (3)
hereof:

                  (1) The amount described in this paragraph (1) is the sum of
(A) the aggregate of the present value of all accrued benefits of Key Employees
under all qualified defined benefit plans included in the Aggregation Group, (B)
the aggregate of the balances in all of the accounts standing to the credit of
Key Employees under all qualified defined contribution plans included in the
Aggregation Group, and (C) either (1) the aggregate amount distributed from all
plans in such Aggregation Group to or on behalf of any Key Employee during the
period of 5 Plan Years ending on the Determination Date or (2) effective January
1, 2002, the sum of the amount of any in-service distributions during the period
of 5 Plan Years ending on the Determination Date, and the amount of any other
distribution during the one-year period ending on the Determination Date, to or
on behalf of any Key Employee from all plans in such Aggregation Group.

                  (2) The amount described in this paragraph (2) is the sum of
(A) the aggregate of the present value of all accrued benefits of all
Participants under all qualified defined benefit plans included in the
Aggregation Group, (B) the aggregate of the balances in all of the accounts
standing to the credit of all Participants under all qualified defined
contribution plans included in the Aggregation Group, and (C) the aggregate
amount distributed from all plans in such Aggregation Group to or on behalf of
any Participant during the period of 5 Plan Years ending on the Determination
Date.

                  (3) The amount described in this paragraph (3) is the sum of
(A) all rollover contributions (or similar transfers) to plans included in the
Aggregation Group initiated by an Employee from a plan sponsored by an employer
which is not the Employer or an Affiliated Company, (B) any amount that would
have been included under paragraph (1) or (2) hereof with respect to any person
who has not rendered service to any Employer at any time during the
five-year-period (or, effective January 1, 2002, the one-year-period) ending on
the Determination Date, and (C) any amount that is included in paragraph (2)
hereof for, on behalf of, or on account of, a person who is a Non-Key Employee
as to the Plan Year of reference but who was a Key Employee as to any earlier
Plan Year.


                                       36
<PAGE>
The present value of accrued benefits under any defined contribution plan shall
be determined under the method used for accrual purposes for all plans
maintained by the Employer and all Affiliates if a single method is used by all
such plans, or otherwise, the slowest accrual method permitted under Section
411(b)(1)(C) of the Code.

            (g) "Permissive Aggregation Group" means the Required Aggregation
Group of plans plus any other plan or plans of the Employer which, when
considered as a group with the Required Aggregation Group, would continue to
satisfy the requirements of Code Sections 401(a)(4) and 410.

            (h) "Required Aggregation Group" means (1) each qualified plan of
the Employer in which at least one Key Employee participates or participated at
any time during the Determination Period (regardless of whether the plan has
terminated), and (2) any other qualified plan of the Employer which enables a
plan described in (1) to meet the requirements of Code Section 401(a)(4) or 410.

            (i) "Present Value" shall be based on an interest assumption of 5%
and a post-retirement mortality assumption based on the 1971 TPF&C Forecast
Mortality Table.

            (j) "Employer" means the Employer and all Affiliates except for
purposes of determining ownership under Code Section 416(i)(1).

      8.2. Top-Heavy Plan Requirements. The aggregate allocation made under the
Plan to the Account of each active Participant who is a Non-Key Employee for any
Plan Year in which the Plan is a Top-Heavy Plan and who remained in the employ
of the Employer or an Affiliate through the end of such Plan Year (whether or
not in the status of Eligible Employee) shall be not less than the lesser of:

            (a) 3% of the compensation of each such Participant for such Plan
Year; or

            (b) The percentage of such compensation so allocated under the Plan
to the Account of the Key Employee for whom such percentage is the highest for
such Plan Year.

      8.3. Other Top-Heavy Plan Requirements.


            (a) If any person who is an active Participant in the Plan is a
Participant under any defined benefit pension plan qualified under Section
401(a) of the Code sponsored by the Employer or an Affiliate, there shall be
substituted "4%" for "3%" in subsection 8.2(a) above. For the purposes of
determining whether or not the provisions of this Section have been satisfied,
(1) contributions or benefits under chapter 2 of the Code (relating to tax on
self-employment income), chapter 21 of the Code (relating to Federal Insurance
Contributions Act), title II of the Social Security Act, or any other Federal or
state law are disregarded; (2) all defined contribution plans in the Aggregation
Group shall be treated as a single plan; and (3) employer matching contributions
made with respect to periods beginning before January 1, 2002 and elective
deferrals under all plans in the Aggregation Group shall be disregarded. For the
purposes of determining whether or not the requirements of this Section have
been satisfied, contributions allocable to the account of the Participant under
any other qualified defined contribution plan that is part of the Aggregation
Group shall be deemed to be contributions made under the Plan,

                                       37
<PAGE>
and, to the extent thereof, no duplication of such contributions shall be
required hereunder solely by reason of this Section. Subsection 8.2(b) above
shall not apply in any Plan Year in which the Plan is part of an Aggregation
Group containing a defined benefit pension plan (or a combination of such
defined benefit pension plans) if the Plan enables a defined benefit pension
plan required to be included in such Aggregation Group to satisfy the
requirements of either Section 401(a)(4) or Section 410 of the Code.

            (b) The minimum allocation described in Section 8.2 shall be made
even though, under other Plan provisions, the Participant would not otherwise be
entitled to receive an allocation, or would have received a lesser allocation
for the year because of (A) the Participant's failure to complete 1,000 hours of
service (or any equivalent provided in the Plan), (B) the Participant's failure
to make mandatory employee contributions to the Plan, or (C) Considered
Compensation less than a stated amount.

            (c) The provision in (a) above shall not apply to any Participant to
the extent the Participant is covered under any other plan or plans of the
Employer and the Employer's contribution and forfeitures allocated under such
plan or plans are equal to or exceed the amount required to be allocated under
(a) above.

            (d) The minimum allocation required (to the extent required to be
nonforfeitable under Code Section 416(b)) may not be forfeited under Code
Section 411(a)(3)(B) or 411(a)(3)(D).

      8.4. Top-Heavy Plan Maximum Allocations. Effective for Plan Years
beginning before January 1, 2000, if the Plan is a Super Top-Heavy Plan, or if
the Plan is a Top-Heavy Plan which fails to satisfy the additional minimum
allocation requirements under Section 8.3 hereof, the definitions of "defined
contribution fraction" and "defined benefit fraction" as incorporated by
reference in Section 5.4 will be modified as required under section 416 of the
Code.


                                       38
<PAGE>
                                  ARTICLE IX.
                                    COMMITTEE

      9.1. Committee. The Committee will be appointed by and serve at the
discretion of the Board of Directors. The Committee will act by a majority of
its members with minutes being recorded for each meeting. Such minutes will be
made available to any member upon written request.

      9.2. Authority and Responsibility of the Committee. The Committee will be
the Plan "administrator" as such term is defined in section 3(16) of ERISA, and
as such will have the following duties and responsibilities:

            (a) to adopt and enforce such rules and regulations and prescribe
the use of such forms as may be deemed necessary to carry out the provisions of
the Plan;

            (b) to maintain and preserve records relating to Participants,
former Participants, and their Beneficiaries and Alternate Payees;

            (c) to prepare and furnish to Participants, Beneficiaries and
Alternate Payees all information and notices required under federal law or the
provisions of this Plan;

            (d) to prepare and file or publish with the Secretary of Labor, the
Secretary of the Treasury, their delegates and all other appropriate government
officials all reports and other information required under law to be so filed or
published;

            (e) to provide directions to the Trustee with respect to methods of
benefit payment, valuations at dates other than regular Valuation Dates and on
all other matters where called for in the Plan or requested by the Trustee;

            (f) to determine all questions of the eligibility of Employees and
of the status of rights of Participants, Beneficiaries and Alternate Payees, to
make factual determinations, to construe the provisions of the Plan, to correct
defects therein and to supply omissions thereto;

            (g) to engage assistants and professional advisers;

            (h) to arrange for bonding, if required by law;

            (i) to provide procedures for determination of claims for benefits
and to establish rules, not inconsistent with the provisions or purposes of the
Plan, as it may deem necessary or desirable for the proper administration of the
Plan or transaction of its business;

            (j) to determine whether any domestic relations order constitutes a
QDRO and to take such action as the Committee deems appropriate in light of such
domestic relations order;

            (k) to make such determinations as are required pursuant to the
provisions of Sections 7.3 hereof;


                                       39
<PAGE>
            (l) to retain records on elections and waivers by Participants,
their spouses and their Beneficiaries and Alternate Payees;

            (m) to perform such other functions and duties as are set forth in
the Plan that are not specifically given to another Named Fiduciary;

            (n) to monitor the performance of various Investment Funds;

            (o) to appoint the Trustee and, at least once during each Plan Year,
to review the Trustee's performance;

            (p) to approve and amend the Trust Agreement;

            (q) to terminate the Trust Agreement and settle the account of the
Trustee and to remove the Trustee and, upon such removal or upon the resignation
of the Trustee, to appoint a successor;

            (r) to appoint an Investment Manager(s) (or to refrain from such
appointment), to monitor the performance of the Investment Manager(s) so
appointed, to terminate such appointment and, upon such termination or upon
resignation of the Investment Manager(s), to appoint a successor, to amend the
separate agreement(s) which will be entered into with the Investment Manager(s)
and either increase or decrease the portion of the Trust Fund which will be
managed by the Investment Manager(s);

            (s) to establish, revise from time to time, and communicate to the
Trustee and/or Investment Manager(s), a funding policy and method for the Plan;
and

            (t) to ensure that an independent qualified public accountant
examines the Trustee's accounts and records as of the close of each Plan Year
and renders an opinion.

      9.3. Reporting and Disclosure. The Committee will keep all individual and
group records relating to Plan Participants, Beneficiaries and Alternate Payees,
and all other records necessary for the proper operation of the Plan. Such
records will be made available to the Employer and to each Participant,
Beneficiary and Alternate Payee for examination during normal business hours
except that a Participant, Beneficiary or Alternate Payee will examine only such
records as pertain exclusively to the examining Participant, Beneficiary or
Alternate Payee and those records and documents relating to all Participants
generally. The Committee will prepare and will file as required by law or
regulation all reports, forms, documents and other items required by ERISA, the
Code, and every other relevant statute, each as amended, and all regulations
thereunder. This provision will not be construed as imposing upon the Committee
the responsibility or authority for the preparation, preservation, publication
or filing of any document required to be prepared, preserved or filed by the
Trustee or by any other Named Fiduciary to whom such responsibilities are
delegated by law or by this Plan.

      9.4. Construction of the Plan. The Committee will take such steps as are
considered necessary and appropriate to remedy any inequity that results from
incorrect information received or communicated in good faith or as the
consequence of an administrative error. The Committee will have full
discretionary power and authority to make factual determinations, to

                                       40
<PAGE>
interpret the Plan, to make benefit eligibility determinations, and to determine
all questions arising in the administration, interpretation and application of
the Plan. The Committee will correct any defect, reconcile any inconsistency,
resolve any ambiguity or supply any omission with respect to the Plan. All such
corrections, reconciliations, interpretations and completions of Plan provisions
will be final, binding and conclusive upon the parties, including the Employer,
the Employees, their families, dependents, Beneficiaries and any Alternate
Payees.

      9.5. Compensation of the Committee. The Committee will serve without
compensation for its services as such.


                                       41
<PAGE>
                                   ARTICLE X.
                     ALLOCATION AND DELEGATION OF AUTHORITY

      10.1. Authority and Responsibilities of the Committee. The Committee will
have the authority and responsibilities imposed by Article X hereof. With
respect to the said authority and responsibility, the Committee will be a "Named
Fiduciary," and as such, will have no authority and responsibility other than as
granted in the Plan, or as imposed by law.

      10.2. Authority and Responsibilities of the Trustee. The Trustee will be
the "Named Fiduciary" with respect to those powers and duties set forth in the
Trust Agreement. The Trustee will keep complete and accurate accounts of all of
the assets of, and the transactions involving, the Trust Fund. All such accounts
will be open to inspection by the Committee during normal business hours.

      10.3. Limitations on Obligations of Named Fiduciaries. No Named Fiduciary
will have authority or responsibility to deal with matters other than as
delegated to it under this Plan, under the Trust Agreement, or by operation of
law. Except as provided by section 405 of ERISA, a Named Fiduciary will not in
any event be liable for breach of fiduciary responsibility or obligation by
another fiduciary (including Named Fiduciaries) if the responsibility or
authority for the act or omission deemed to be a breach was not within the scope
of the said Named Fiduciary's authority or delegated responsibility. The
determination of any Named Fiduciary as to any matter involving its
responsibilities hereunder will be conclusive and binding on all persons.

      10.4. Designation and Delegation. Each Named Fiduciary may designate other
persons to carry out such of its responsibilities hereunder for the operation
and administration of the Plan as it deems advisable and delegate to the persons
so designated such of its powers as it deems necessary to carry out such
responsibilities. Such designation and delegation will be subject to such terms
and conditions as the Named Fiduciary deems necessary or proper. Any action or
determination made or taken in carrying out responsibilities hereunder by the
persons so designated by the Named Fiduciary will have the same force and effect
for all purposes as if such action or determination had been made or taken by
such Named Fiduciary.

      10.5. Reports to Board of Directors. As deemed necessary or proper, the
Named Fiduciaries, or an appropriate committee thereof, will report to the Board
of Directors on the operation and administration of the Plan.

      10.6. Engagement of Assistants and Advisers. Any Named Fiduciary will have
the right to hire, at the expense of the Trust Fund, such professional
assistants and consultants as it, in its sole discretion, deems necessary or
advisable.

      10.7. Payment of Expenses. The expenses incurred by the Named Fiduciaries
in connection with the operation of the Plan, including but not limited to, the
expenses incurred by reason of the engagement of professional assistants and
consultants, will be expenses of the Plan and will be payable from the Trust
Fund at the direction of the Committee. The Company will have the option, but
not the obligation, to pay any such expenses, in whole or in part, and by so
doing, to relieve the Trust Fund from the obligation of bearing such expenses.
Payment of any

                                       42
<PAGE>
such expenses by the Company on any occasion will not bind the Company to
thereafter pay any similar expenses.

      10.8. Indemnification. Each person who is a Named Fiduciary or a member of
any committee or board comprising a Named Fiduciary (other than the Trustee)
will be indemnified by the Company against costs, expenses and liabilities
(other than amounts paid in settlement to which the Company does not consent)
reasonably incurred by him in connection with any action to which he may be a
party by reason of his service as a Named Fiduciary except in relation to
matters as to which he will be adjudged in such action to be personally guilty
of gross negligence or willful misconduct in the performance of his duties. The
foregoing right to indemnification will be in addition to such other rights as
the person may enjoy as a matter of law or by reason of insurance coverage of
any kind, but will not extend to costs, expenses and/or liabilities otherwise
covered by insurance or that would be so covered by any insurance then in force
if such insurance contained a waiver of subrogation. Rights granted hereunder
will be in addition to and not in lieu of any rights to indemnification to which
the person may be entitled pursuant to the bylaws of the Company. Service as a
Named Fiduciary will be deemed in partial fulfillment of the person's function
as an employee, officer and/or director of the Company, if he serves in that
capacity as well as in the role of Named Fiduciary.

      10.9. Bonding. The Committee will arrange for such bonding as is required
by law for persons who are Employees and/or members of the Board of Directors,
but no bonding in excess of the amount required by law will be considered
required by the Plan. The Company will obtain, and pay the expense of, any bond
required by law.


                                       43
<PAGE>
                                  ARTICLE XI.
                                CLAIMS PROCEDURES

      11.1. Application for Benefits. Each Participant, Beneficiary or Alternate
Payee believing himself or herself eligible for benefits under the Plan will
apply for such benefits by completing and filing with the Committee an
application for benefits on a form supplied by the Committee. Before the date on
which benefit payments commence, each such application must be supported by such
information and data as the Committee deems relevant and appropriate. Evidence
of age, marital status (and, in the appropriate instances, health, death or
Disability), and location of residence will be required of all applicants for
benefits. In the event a Participant, Beneficiary or Alternate Payee fails to
apply to the Committee at least sixty (60) days prior to the applicable required
distribution date described in Section 7.2, the Committee will make diligent
efforts to locate such Participant, Beneficiary or Alternate Payee and obtain
such application. In the event the Participant, Beneficiary or Alternate Payee
fails to make application by the applicable date described in Section 7.2, the
Committee will commence distribution as of such date without such application;
provided, however, that in the event the Committee fails to locate the
Participant, Beneficiary or Alternate Payee so that distribution as of the
applicable date described in Section 7.2 is not possible, payment will be made
no later than sixty (60) days after the date on which the Participant,
Beneficiary or Alternate Payee is located.

      11.2. Appeals of Denied Claims for Benefits. In the event that any claim
for benefits is denied in whole or in part, the Participant, Beneficiary or
Alternate Payee whose claim has been so denied will be notified of such denial
in writing by the Committee. The notice advising of the denial will be furnished
to the Participant, Beneficiary or Alternate Payee within ninety (90) days of
receipt of the benefit claim by the Committee, unless special circumstances
require an extension of time to process the claim. If an extension is required,
the Committee will provide notice of the extension prior to the termination of
the ninety (90) day period. In no event may the extension exceed a total of one
hundred eighty (180) days from the date of the original receipt of the claim.
The notice advising of the denial will specify the reason or reasons for denial,
make specific reference to pertinent Plan provisions, describe any additional
material or information necessary for the claimant to perfect the claim
(explaining why such material or information is needed), and will advise the
Participant, Beneficiary or Alternate Payee, as the case may be, of the
procedure for the appeal of such denial, including the time limits applicable
for such procedure, including a statement of the claimant's right to bring a
civil action under section 502(a) of ERISA following an adverse benefit
determination on appeal. All appeals will be made by the following procedure:

            (a) The Participant, Beneficiary or Alternate Payee whose claim has
been denied will file with the Committee a notice of desire to appeal the
denial. Such notice will be filed within sixty (60) days of notification by the
Committee of claim denial, will be made in writing, and will set forth all of
the facts upon which the appeal is based. Appeals not timely filed will be
barred. The claimant or the claimant's authorized representative may examine the
Plan and obtain, upon request and without charge, copies of all information
relevant to the claimant's appeal.


                                       44
<PAGE>
            (b) The Committee will consider the merits of the claimant's written
presentations, the merits of any facts or evidence in support of the denial of
benefits, and such other facts and circumstances as the Committee will deem
relevant.

            (c) The Committee will ordinarily render a determination upon the
appealed claim within sixty (60) days after its receipt. However, in special
circumstances the Committee may extend the response period for up to an
additional sixty (60) days, in which event it will notify the claimant in
writing prior to commencement of the extension. Notwithstanding the foregoing,
if the Committee holds regularly scheduled meetings at least quarterly to review
such appeals, a individual's request for review will be acted upon at the
meeting immediately following the receipt of the individual's request unless
such request is filed within thirty (30) days preceding such meeting. In such
instance, the decision will be made no later than the date of the second meeting
following the Committee's receipt of such request. If special circumstances
(such as a need to hold a hearing) require a further extension of time for
processing a request, a decision will be rendered not later than the third
meeting of the Committee following the receipt of such request for review and
written notice of the extension will be furnished to the individual prior to the
commencement of the extension. Any determination rendered by the Committee will
be final and binding upon all parties.

            (d) The decision on review shall be written in a manner calculated
to be understood by the claimant. Such notice shall include the specific reasons
for the decision, specific references to the pertinent Plan provisions on which
the decision is based, the claimant's right to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claim for benefits, and the claimant's right to
bring a civil action under section 502(a) of ERISA.


                                       45
<PAGE>
                                  ARTICLE XII.
                            AMENDMENT AND TERMINATION

      12.1. AMENDMENT.

            (a) The Plan may be amended or otherwise modified by the Board of
Directors, or the Committee to the extent authorized in accordance with
Subsection (c). Copies of any such amendment or modification shall be sent to
the governing body of each Employer. It shall be deemed each Employer consented
to such amendment or modification unless its governing body delivers written
notice to the contrary to the Board of Directors, the Committee and the Trustee
within 30 days of its receipt of such amendment or modification.

            (b) No amendment or modification shall:

                  (1) permit any part of the Trust Fund, other than such part as
is required to pay taxes, administrative expenses and expenses incurred in
effectuating such changes, to be used for or diverted to purposes other than the
exclusive benefit of the Participants or Beneficiaries and/or persons entitled
to benefits under the Plan or permit any portion of the Trust Fund to revert to
or become the property of the Company;

                  (2) have the effect of reducing the Account of any Participant
as of the date of such amendment or deprive any Participant or Beneficiary of a
benefit accrued and payable; or

                  (3) eliminate any option which constitutes a valuable right
available to a Participant with respect to benefits previously accrued to the
extent the Participant satisfied, either before or after the amendment, the
conditions for the form of payment except as otherwise permitted by applicable
law and regulations.

            (c) The Committee may amend or modify the Plan in order to bring the
Plan into compliance with applicable law or regulations, provided said amendment
or modification does not have a material effect on the estimated cost of
maintaining the Plan and does not create a new class of benefits or
entitlements.

      12.2. PLAN TERMINATION.

            (a) The Company expects to continue this Plan and the corresponding
Trust indefinitely, but reserves the right to terminate in whole or in part
either or both at any time by resolution of the Board of Directors, without the
consent of any Participant, Alternate Payee, Surviving Spouse or Beneficiary.

            (b) Any termination of the Plan will become effective as of the date
designated by the Board of Directors. Except as expressly provided elsewhere in
the Plan, prior to the satisfaction of all liabilities with respect to the
benefits provided under this Plan, no termination will cause any part of the
funds or assets held to provide benefits under the Plan to be used other than
for the benefit of Participants and their Beneficiaries or Alternate Payees or
to meet the administrative expenses of the Plan. Upon termination or partial
termination of the Plan, or upon complete discontinuance of contributions, the
rights of all affected persons to benefits accrued to

                                       46
<PAGE>
the date of such termination will be nonforfeitable. Upon termination of the
Plan, Accounts will be distributed in accordance with applicable law.

      12.3. MERGERS AND CONSOLIDATIONS OF PLANS. Pursuant to action by the Board
of Directors, the Plan may be merged or consolidated with, or a portion of its
assets and liabilities may be transferred to, another qualified plan. In the
event of any merger or consolidation with, or transfer of assets or liabilities
to, any other plan, each Participant will have a benefit in the surviving or
transferee plan if such plan were then terminated immediately after such merger,
consolidation or transfer that is equal to or greater than the benefit he would
have had immediately before such merger, consolidation or transfer in the plan
in which he was then a participant had such plan been terminated at that time.
For the purposes hereof, former Participants, Beneficiaries and Alternate Payees
will be considered Participants.


                                       47
<PAGE>
                                 ARTICLE XIII.
                             PARTICIPATING COMPANIES

      13.1. ADOPTION BY OTHER ENTITIES. Any corporation or other business entity
may, by resolution of its own governing body, and with the approval of the Board
of Directors, adopt the Plan and thereby become an Employer. Notwithstanding the
adoption of the Plan by other entities, the Plan will be administered as a
single plan and all Plan assets will be available to pay benefits to all
Participants under the Plan.

      13.2. ALTERNATIVE PROVISIONS. No Employer may adopt alternative provisions
as to itself or its Employees. Upon request of the governing body of an
Employer, the Board of Directors may amend the Plan with respect to the
Employees of such Employer provided that any change will only apply if any
inequity resulting from such changed Plan provisions is not found to be
discriminatory on behalf of Highly Compensated Employees.

      13.3. RIGHT TO WITHDRAW (PLAN SPINOFF). Each Employer having adopted the
Plan shall have the right as of the last day of any month to withdraw from the
Plan and/or Trust Agreement by delivering to the Board of Directors, the
Committee and the Trustee written notification from its own governing body of
such action and setting forth the date as of which the withdrawal shall be
effective. The date specified in such written notice shall be deemed a Valuation
Date.

      13.4. Procedure Upon Withdrawal.

            (a) If an Employer withdraws from the Plan and Trust Agreement as of
the result of its adoption of a different plan, the Trustee shall segregate the
portion of the Trust Fund attributable to the Accounts of Participants employed
solely by such Employer.

      As soon as administratively feasible following receipt of a favorable
letter of determination from the Internal Revenue Service with regard to the
adoption of such successor plan, the Trustee shall transfer the segregated
assets to the insurance carrier or fiduciary designated by the Employer as the
agency through which the benefits of such successor plan are to be disbursed.

            (b) If an Employer withdraws from the Plan and Trust Agreement as
the result of its adoption of a resolution to terminate its participation in the
Plan and to distribute assets to its Employees who are Participants, the Trustee
shall segregate the portion of the Trust Fund attributable to the Accounts of
the Participants who are employed solely by such Employer, and the termination
provisions of Article XII shall apply with respect to such segregated assets.

                                       48
<PAGE>
                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS


      14.1. NONALIENATION OF BENEFITS.

            (a) Except as provided in Section 14.1(b), none of the payments,
benefits or rights of any Participant, Alternate Payee or Beneficiary will be
subject to any claim of any creditor, and, in particular, to the fullest extent
permitted by law, all such payments, benefits and rights will be free from
attachment, garnishment, trustee's process, or any other legal or equitable
process available to any creditor of such Participant, Alternate Payee or
Beneficiary. Except as provided in Section 14.1(b), no Participant, Alternate
Payee or Beneficiary will have the right to alienate, anticipate, commute,
pledge, encumber or assign any of the benefits or payments which he may expect
to receive, contingently or otherwise, under the Plan, except the right to
designate a Beneficiary or Beneficiaries as hereinabove provided.

            (b) Compliance with the provisions and conditions of (1) any QDRO,
(2) any federal tax levy made pursuant to section 6331 of the Code, or (3)
subject to the provisions of section 401(a)(13) of the Code, a judgment, order,
decree or settlement agreement between the Participant and the Secretary of
Labor or the Pension Benefit Guaranty Corporation relating to a violation (or an
alleged violation) of part 4 of subtitle B of title I of ERISA, will not be
considered a violation of this provision.

      14.2. NO CONTRACT OF EMPLOYMENT. Neither the establishment of the Plan,
nor any modification thereof, nor the creation of any fund, trust or account,
nor the payment of any benefits will be construed as giving any Participant or
Employee, or any person whomsoever, the right to be retained in the service of
the Employer, and all Participants and other Employees will remain subject to
discharge to the same extent as if the Plan had never been adopted.

      14.3. SEVERABILITY OF PROVISIONS. If any provision of the Plan will be
held invalid or unenforceable, such invalidity or unenforceability will not
affect any other provisions hereof, and the Plan will be construed and enforced
as if such provisions had not been included.

      14.4. HEIRS, ASSIGNS AND PERSONAL REPRESENTATIVES. This Plan will be
binding upon the heirs, executors, administrators, successors and assigns of the
parties, including each Participant, Beneficiary and Alternate Payee, present
and future (except that no successor to the Employer will be considered a Plan
sponsor unless that successor adopts the Plan).

      14.5. HEADINGS AND CAPTIONS. The headings and captions herein are provided
for reference and convenience only, will not be considered part of the Plan, and
will not be employed in the construction of the Plan.

      14.6. GENDER AND NUMBER. Except where otherwise clearly indicated by
context, the masculine and the neuter will include the feminine and the neuter,
the singular will include the plural, and vice-versa.


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<PAGE>
      14.7. CONTROLLING LAW. This Plan will be construed and enforced according
to the laws of the State of New Jersey to the extent not preempted by Federal
law, which will otherwise control.

      14.8. FUNDING POLICY. The Committee will establish, and communicate to the
Trustee, a funding policy and method consistent with the objectives of the Plan
and of the Trust Fund.

      14.9. TITLE TO ASSETS; SOURCE OF BENEFITS. No person will have any right
to, or interest in, any assets of the Trust Fund, except as provided from time
to time under the Plan, and then only to the extent of the benefits payable
under the Plan to such person or out of the assets of the Trust Fund. All
payments of benefits as provided for in the Plan will be made from the assets of
the Trust Fund, and neither the Employer nor any other person will be liable
therefor in any manner.

      14.10. PAYMENTS TO MINORS, ETC. Any benefit payable to or for the benefit
of a minor, an incompetent person or other person incapable of receipting
therefor will be deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment will fully discharge the Trustee, the Committee, the Employers and
all other parties with respect thereto.

      14.11. RELIANCE ON DATA AND CONSENTS. The Employers, the Trustee, the
Committee, all fiduciaries with respect to the Plan, and all other persons or
entities associated with the operation of the Plan, the management of its
assets, and the provision of benefits thereunder, may reasonably rely on the
truth, accuracy and completeness of all data provided by any Participant,
Beneficiary or Alternate Payee, including, without limitation, data with respect
to age, health and marital status. Furthermore, the Employers, the Trustee, the
Committee and all fiduciaries with respect to the Plan may reasonably rely on
all consents, elections and designations filed with the Plan or those associated
with the operation of the Plan and its corresponding trust by any Participant,
the spouse of any Participant, any Beneficiary of any Participant, any Alternate
Payee of any Participant or the representatives of such persons without duty to
inquire into the genuineness of any such consent, election or designation. None
of the aforementioned persons or entities associated with the operation of the
Plan, its assets and the benefits provided under the Plan will have any duty to
inquire into any such data, and all may rely on such data being current to the
date of reference, it being the duty of the Participants, spouses of
Participants, Beneficiaries and Alternate Payees to advise the appropriate
parties of any change in such data.

      14.12. LOST PAYEES. A benefit will be deemed forfeited, and used to reduce
future Matching Contributions made pursuant to Section 4.2 by the Employer that
last employed the Participant, if the Committee is unable to locate a
Participant, a Beneficiary or an Alternate Payee to whom payment is due;
provided, however, that such benefit will be reinstated if a claim is made by
the party to whom properly payable.

      14.13. NO WARRANTIES. Neither the Board of Directors nor its members nor
the Committee nor the Company nor any Affiliated Company nor the Trustee nor any
Employer warrants or represents in any way that the value of each Participant's
Accounts will increase or will not decrease. The Participant assumes all risk in
connection with any change in values.


                                       50
<PAGE>
      14.14. NOTICES. Each Participant, Beneficiary and Alternate Payee will be
responsible for furnishing the Committee with the current and proper address for
the mailing of notices, reports and benefit payments. Any notice required or
permitted to be given will be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any check mailed to such address is returned as undeliverable to
the addressee, mailing of checks will be suspended until the Participant,
Beneficiary or Alternate Payee furnishes the proper address. This provision will
not be construed as requiring the mailing of any notice or notification if the
regulations issued under ERISA deem sufficient notice to be given by the posting
of notice in appropriate places, or by any other publication device.

Executed this 20th day of March, 2002.

                                         K-Tron International, Inc.


                                         By: /s/ Edward B. Cloues, II
                                            --------------------------

                                         Title: Chairman and CEO
                                                ----------------------



Attest: /s/ Mary Vaccara
       -----------------

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