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                                                                  EXHIBIT 10(tt)

                             THE ALPINE GROUP, INC.

                           DEFERRED CASH ACCOUNT PLAN
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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE  I.       PURPOSE......................................................1

ARTICLE  II.      DEFINITIONS..................................................1

ARTICLE  III.     ADMINISTRATION...............................................4

ARTICLE  IV.      ELECTIONS....................................................5

ARTICLE  V.       ESTABLISHMENT OF DEFERRED CASH ACCOUNT.......................7

ARTICLE  VI.      ADDITIONS TO DEFERRED CASH ACCOUNT...........................7

ARTICLE  VII.     COMMENCEMENT OF BENEFITS.....................................8

ARTICLE  VIII.    FORFEITURE...................................................9

ARTICLE  IX.      CLAIMS PROCEDURE.............................................9

ARTICLE  X.       NON-ALIENATION OF BENEFITS..................................10

ARTICLE  XI.      CHANGE IN CONTROL PROVISIONS................................10

ARTICLE XII.      TERMINATION OR AMENDMENT OF THE PLAN........................11

ARTICLE XIII.  UNFUNDED PLAN..................................................12

ARTICLE XIV.   GENERAL PROVISIONS.............................................12

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                             THE ALPINE GROUP, INC.
                           DEFERRED CASH ACCOUNT PLAN

                                    ARTICLE I

                                     PURPOSE

      The purpose of the Plan is to provide a select group of management and
highly compensated employees of the Employer with the opportunity to (i) defer
the receipt of all or a portion of his or her Salary and (ii) defer the receipt
of all or a portion of his or her Bonus in accordance with the terms and
conditions set forth herein.

                                   ARTICLE II

                                   DEFINITIONS

      For purposes of the Plan, the following terms shall have the following
meanings:

      II.1 "Affiliate" shall mean each of the following: (i) any Subsidiary;
(ii) any Parent; (iii) any corporation, trade or business (including, without
limitation, a partnership or limited liability company) which is directly or
indirectly controlled 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) by the Company or one of its
Affiliates; and (iv) any other entity in which the Company or any of its
Affiliates has a material equity interest and which is designated as an
"Affiliate" by resolution of the Committee.

      II.2 "Beneficiary" shall mean the individual designated by the
Participant, on a form acceptable by the Committee, to receive benefits payable
under the Plan in the event of the Participant's death. If no Beneficiary is
designated, the Participant's Beneficiary shall be his or her spouse, or if the
Participant is not married, the Participant's estate. Upon the acceptance by the
Committee of a new Beneficiary designation, all Beneficiary designations
previously filed shall be canceled. The Committee shall be entitled to rely on
the last Beneficiary designation filed by the Participant and accepted by the
Committee prior to his or her death.

      II.3 "Board" shall mean the Board of Directors of the Company.

      II.4 "Bonus" shall mean a Participant's performance bonus or any other
bonus (whether or not discretionary) paid by the Employer to the Participant in
cash and that is designated by the Committee as eligible for deferral under the
Plan.

      II.5 "Cause" shall mean with respect to a Participant's Termination of
Employment, a Participant's fraud, embezzlement or commission of a crime with
regard to the Employer or its assets or a Participant's breach of any
noncompetition or nonsolicitation provision or breach of confidentiality, to the
extent set forth in a written agreement between the Participant and the Company.
The Committee shall have sole discretion in determining whether Cause exists,
and its determination shall be final, binding and conclusive.
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      II.6 "Change in Control" shall have the meaning set forth in Section 11.2.

      II.7 "Code" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision.

      II.8 "Committee" shall mean the Compensation Committee of the Board or
such other committee designated by the Board.

      II.9 "Common Stock" shall mean common stock, $.10 par value per share, of
the Company.

      II.10 "Company" shall mean The Alpine Group, Inc. or any successor
corporation by merger, consolidation or transfer of assets substantially as a
whole.

      II.11 "Deferral Period" shall mean the earlier of: (i) the period of
deferral selected by the Participant for the period described in Section 4.1(b),
as may be extended pursuant to Section 4.1(c) or (ii) the period beginning on
the effective date of a deferral election and ending on a Participant's
Termination of Employment.

      II.12 "Deferred Bonus" shall mean the Bonus deferred by a Participant
under Section 4.1(a)(ii) hereof.

      II.13 "Deferred Cash Account" shall mean the account to which a
Participant's book entry contributions made pursuant to Article IV hereof shall
be credited.

      II.14 "Deferred Salary" shall mean the amount of Salary deferred by a
Participant under Section 4.1(a)(i) hereof.

      II.15 "Disability" shall mean any disability as determined under the
Employer's long term disability policies, provided that the Participant is
entitled to and is receiving long term disability benefits under such policies.

      II.16 "Earnings" shall mean, for any Plan Year, earnings on amounts in the
Deferred Cash Account computed in accordance with Article VI hereof.

      II.17 "Effective Date" shall mean March 15, 1999.

      II.18 "Eligible Employee" shall mean an Employee who is a member of a
select group of management or highly compensated employees and who is designated
by the Committee, in its sole discretion, as an Eligible Employee. Any Eligible
Employee shall continue to be eligible to participate in the Plan until he or
she ceases to be an Eligible Employee, whether by reason of his or her
Termination of Employment or by reason of the Committee's determination in its
sole discretion that he or she should no longer be designated as an Eligible
Employee.

      II.19 "Employee" shall mean any person employed by the Employer excluding
any "leased employee," as defined in Section 414(n) of the Code, any independent
contractor or agent.


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      II.20 "Employer" shall mean the Company and any Affiliate.

      II.21 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

      II.22 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      II.23 "Parent" shall mean any parent corporation of the Company within the
meaning of Section 424(e) of the Code.

      II.24 "Participant" shall mean any Eligible Employee who: (i) elects to
defer his or her Salary or Bonus in accordance with the terms hereunder; and
(ii) has a balance in his or her Deferred Cash Account under the Plan. A
Participant shall cease to be permitted to defer his or her Salary or Bonus with
regard to a Plan Year if he or she is not, or ceases to be, an Eligible Employee
with regard to the Plan.

      II.25 "Plan" shall mean The Alpine Group, Inc. Deferred Cash Account Plan.

      II.26 "Plan Year" shall mean the calendar year, except that the first Plan
Year shall be the short Plan Year commencing on the Effective Date and ending on
December 31, 1999.

      II.27 "Salary" shall mean a Participant's base monthly cash compensation
rate for services paid by the Employer to the Participant. Salary shall not
include commissions, bonuses, overtime pay, incentive compensation, benefits
paid under any qualified plan, any group medical, dental or other welfare
benefit plan, noncash compensation, fringe benefits (cash and noncash),
reimbursements or other expense allowances or any other additional compensation
and shall not include amounts reduced pursuant to a Participant's salary
reduction agreement under Section 125 or Section 401(k) of the Code (if any) or
a nonqualified elective deferred compensation arrangement or any other
deductions for premium payments or offsets with regard to any health or welfare
plan to the extent that in each such case the reduction is to base cash
compensation.

      II.28 "Salary Reduction Agreement" shall mean an agreement entered into
between a Participant and the Employer or a form executed by the Participant to
authorize the Employer to reduce the Participant's Salary and/or Bonus and
credit the amount of such reduction to the Plan. A Salary Reduction Agreement
shall contain such provisions, consistent with the provisions of the Plan, as
may be established from time to time by the Employer or the Committee. A new
Salary Reduction Agreement must be made for each Plan Year.

      II.29 "Subsidiary" shall mean any corporation that is defined as a
subsidiary corporation in Section 424(f) of the Code.

      II.30 "Termination of Employment" shall mean termination of employment as
an Employee of the Employer for any reason whatsoever, including but not limited
to death, retirement, resignation, Disability, dismissal (with or without Cause)
or the cessation of an entity as an Affiliate.


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                                   ARTICLE III

                                 ADMINISTRATION

      III.1 The Committee. The Plan shall be administered by the Committee.

      III.2 Duties of the Committee. The Committee (or its delegate) shall have
the exclusive right, power and authority to administer, apply and interpret the
Plan and any other Plan documents and to decide any questions and settle all
controversies and disputes that may arise in connection with the operation or
administration of the Plan. Without limiting the generality of the foregoing,
the Committee shall have the sole and absolute discretionary authority: (i) to
take all actions and make all decisions with respect to the eligibility for, and
the amount of, benefits payable under the Plan; (ii) to formulate, interpret and
apply rules, regulations and policies necessary to administer the Plan in
accordance with its terms; (iii) to decide questions, including legal or factual
questions, relating to the calculation and payment of benefits under the Plan;
(iv) to resolve and/or clarify any ambiguities, inconsistencies and omissions
arising under the Plan or other Plan documents; and (v) to process and approve
or deny benefit claims and rule on any benefit exclusions. All determinations
made by the Committee (or any delegate) with respect to any matter arising under
the Plan and any other Plan documents including, without limitation, the
interpretation and administration of the Plan shall be final, binding and
conclusive on all parties.

      III.3 Advisors. The Company, the Board or the Committee may employ such
legal counsel, consultants and agents as it may deem desirable for the
administration of the Plan, and the Committee may rely upon any advice or
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. Expenses incurred for the engagement
of such counsel, consultant or agent shall be paid by the Company. The Committee
may also rely on information, and consider recommendations, provided by the
Board or the executive officers of the Company.

      III.4 Action by Majority. Decisions of the Committee shall be made by a
majority of its members attending a meeting at which a quorum is present (which
meeting may be held telephonically), or by written action in accordance with
applicable law.

      III.5 Liability of Committee Members. No member of the Committee and no
officer, director or employee of the Employer shall be liable for any action or
inaction with respect to his or her functions under the Plan unless such action
or inaction is adjudged to be due to fraud. Further, no such person shall be
personally liable merely by virtue of any instrument executed by him or her or
on his or her behalf in connection with the Plan.

      III.6 Indemnification of Committee Members. Each Employer shall indemnify,
to the full extent permitted by law and its Certificate of Incorporation and
By-laws (but only to the extent not covered by insurance) its officers and
directors (and any employee involved in carrying out the functions of the
Employer under the Plan) and each member of the Committee against any expenses,
including amounts paid in settlement of a liability, which are reasonably
incurred in connection with any legal action to which such person is a party by
reason of his or her duties or responsibilities with respect to the Plan (other
than as a Participant).


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      III.7 Securities Law Compliance. The Committee shall impose such rules
designed to facilitate compliance with Federal and state securities laws,
including to the extent applicable, the limitations of Section 4(2) and Rule 701
under the Securities Act of 1933, as amended, and shall have the authority to
suspend the Plan and take any action necessary, including revoking a
Participant's salary deferral elections, prospectively and/or retroactively, to
ensure that the Plan complies with Federal and state securities laws.

                                   ARTICLE IV

                                    ELECTIONS

      IV.1 Elections.

            (a) Amount of Deferral. An Eligible Employee may elect on a Salary
Reduction Agreement to defer the receipt of all or a portion (in whole
percentages) of his or her: (i) Salary, subject to a minimum deferral of at
least ten percent (10%) of his or her Salary; and (ii) Bonus, subject to a
minimum deferral of at least fifteen percent (15%) of his or her Bonus. With
respect to any discretionary Bonus, the Committee in its sole discretion may
automatically defer all or a portion of any discretionary Bonus of an Eligible
Employee without such Eligible Employee electing to defer such Bonus or
consenting to such deferral (except that an Eligible Employee may be required to
select the required length of the Deferral Period under Section 4.1(b) hereof).

            (b) Length of Deferral. An Eligible Employee making an election
pursuant to Section 4.1(a) hereof or, if so determined by the Committee, an
Eligible Employee receiving an automatic deferred Bonus, shall also elect a
Deferral Period of either two (2), three (3), five (5), ten (10) or fifteen (15)
years, which Deferral Period shall begin on the January 1st of the Plan Year for
which an election under Section 4.1(a)(i) applies or on the day on which a
Deferred Bonus would otherwise have been paid. If an Eligible Employee makes an
election under Section 4.1(a) but makes no election under Section 4.1(b), then
the Deferral Period shall be two (2) years.

            (c) Extension of Deferral Period. Notwithstanding any election made
pursuant to Section 4.1(b) above, a Participant may elect to extend any Deferral
Period on a form prescribed by the Committee for either two (2), three (3), five
(5), ten (10) or fifteen (15) additional years, provided that any such election
is made at least one (1) year prior to the expiration of the applicable Deferral
Period. Each election to extend a Deferral Period shall be irrevocable.

      IV.2 Timing and Manner of Election.

            (a) Method of Election for Salary. Any election to defer payment of
a Participant's Salary shall be made by the Participant in writing to the
Committee on a Salary Reduction Agreement on or before the last day of the Plan
Year preceding the Plan Year in which the Salary is earned. Any such election to
defer payment of a Participant's Salary shall apply on a pro rata basis with
respect to the entire amount of Salary earned in or for such Plan Year,


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whenever payable, or on such other basis as may be agreed to by the Committee;
provided, however, that with respect to a Participant's Salary for the 1999 Plan
Year, any election under Section 4.1(a) shall be made in writing at the time
specified by the Committee but shall be on a prospective basis only. With
respect to a Participant's Salary, any such election made by the last day of the
preceding Plan Year shall become effective on the first day of the following
Plan Year. An election with respect to a Participant's Salary under this Article
IV is irrevocable and is valid only for the Plan Year commencing immediately
following the date of the election or, in the case of an Employee who first
becomes an Eligible Employee during a Plan Year, for such Plan Year. If a new
election is not made with respect to any subsequent Plan Year under Section
4.1(a), Salary earned in such Plan Year shall not be deferred under the Plan.

            (b) Method of Election for Bonus. Any election to defer payment of a
Participant's Bonus shall be made by the Participant in writing to the Committee
on a form prescribed by the Committee on or before the first day of the second
quarter of the Company's fiscal year to which the Bonus relates. An election
with respect to a Participant's Bonus under this Article IV is irrevocable and
is valid only for the fiscal year of the Company with respect to which the
election is made. If a new election is not made with respect to any subsequent
fiscal year of the Company under Section 4.1(a), a Participant's Bonus earned in
such fiscal year shall not be deferred under the Plan.

            (c) Mid-Year Participation. An individual who becomes an Eligible
Employee after the date by which an election would otherwise be required to be
made hereunder may elect to become a Participant (solely with respect to Salary
and Bonus earned after the Salary Reduction Agreement is executed and delivered
to the Employer pursuant to the procedures established by the Committee) within
thirty (30) days after the individual becomes an Eligible Employee, by making an
election, in writing, on a form prescribed by the Committee.

      IV.3 Change in Status. An election made pursuant to Section 4.1 by a
Participant who ceases to be an Eligible Employee but who does not incur a
Termination of Employment shall remain in effect and such Participant shall not
be entitled to receive a distribution from the Plan solely as a result of such
change in status.

                                    ARTICLE V

                     ESTABLISHMENT OF DEFERRED CASH ACCOUNT

      V.1 Book Entry of Deferrals. Deferred Salary and Deferred Bonus shall be
credited as a book entry to a Participant's Deferred Cash Account in the name of
the Participant not later than the date such amount would otherwise be payable
to the Participant.

      V.2 Book Entry Earnings. Earnings shall be credited to a Participant's
Deferred Cash Account in accordance with the provisions of Article VI.

      V.3 Vesting. A Participant's Deferred Cash Account shall be fully vested
at all times, including Earnings thereon.


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                                   ARTICLE VI

                       ADDITIONS TO DEFERRED CASH ACCOUNT

      VI.1 Measuring Alternative. The measuring alternative used for the
measurement of Earnings on the amounts in a Participant's Deferred Cash Account
shall be selected by the Committee, unless the Committee decides in its sole
discretion to allow each Participant to select in writing, on a form prescribed
by the Committee, from among the various measuring alternatives offered by the
Committee. In the event that various measuring alternatives are made available,
each Participant may change the selection of his or her measuring alternative as
of the beginning of any calendar quarter (or at such other times and in such
manner as prescribed by the Committee, in its sole discretion), subject to such
notice and other administrative procedures as may be established by the
Committee. Notwithstanding anything herein to the contrary, in no event shall
the measuring alternative be less than the prime rate of interest as reported in
the Money Rates section of The Wall Street Journal as of the first business day
of each quarter within a Plan Year. Once a Participant defers amounts into such
Participant's Deferred Cash Account, the measuring alternative described in the
foregoing sentence may not be decreased with respect to amounts previously
deferred into the Deferred Cash Account.

      VI.2 Crediting of Earnings. The Committee shall credit the Earnings
computed under this Article VI to the balance in each Participant's Deferred
Cash Account as of the last business day of each calendar quarter, or such other
dates as are selected by the Committee, in its sole discretion, at a rate equal
to the performance of the measuring alternative selected by the Committee for
the calendar quarter (or such other applicable period) or, if the Committee
allows each Participant to select from among various measuring alternatives, at
a rate equal to the performance of the measuring alternative selected by the
Participant for the calendar quarter (or such other applicable period) to which
such selection relates.

      VI.3 Rules and Procedures. The Committee may, in its sole discretion,
establish rules and procedures for the crediting of Earnings and the election of
measuring alternatives pursuant to this Article VI.

                                   ARTICLE VII

                            COMMENCEMENT OF BENEFITS

      VII.1 Time and Form of Payment. Except as otherwise provided in this
Article VII and Article XI, a Participant's Deferred Cash Account shall be paid
to the Participant (or, in the case of the Participant's death, his or her
Beneficiary) in a lump sum cash payment as soon as administratively practicable
after the earlier of the following to occur: (i) a Participant's Termination of
Employment; or (ii) the end of the applicable Deferral Period. A Participant
shall not be entitled to, and the Employer shall not be obligated to pay to such
Participant, the whole or any part of the amounts deferred under the Plan,
except as provided in the Plan.

      VII.2 Hardship Distributions.


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            (a) Distribution on Account of Hardship. Upon the request of a
Participant, the Committee, in its sole discretion, may approve an immediate
lump sum cash distribution of the Deferred Cash Account to a Participant due to
the Participant's Hardship.

            (b) Hardship. For the purposes of this Section 7.2, a Participant
shall experience a "Hardship" if, and only if, such Participant experiences an
immediate and heavy financial need and the withdrawal is necessary to pay for
expenses directly resulting from an "Unforeseeable Emergency." An Unforeseeable
Emergency is a severe financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant or of a dependent
(as defined in Section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. The circumstances constituting an Unforeseeable Emergency shall
depend upon the facts of each case, but, in any event, shall not be made to the
extent that such Hardship is or may be relieved: (i) through liquidation or
compensation by insurance or otherwise; (ii) by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship; or (iii) by cessation of deferrals under a
cash-or-deferred arrangement maintained by the Participant's current employer.

      In addition to the requirements set forth in clauses (i), (ii) and (iii)
above, as a precondition to a Hardship, a Participant must have obtained all
distributions, other than hardship distributions of salary reduction
contributions under a cash-or-deferred arrangement maintained by any employer
pursuant to plan qualified under Section 401(a) of the Code which contains a
cash-or-deferred arrangement, currently available under all plans maintained by
any employer.

            (c) Substantiation. A Participant must provide documentation to the
Committee reasonably substantiating his or her Hardship.

      VII.3 In-Service Withdrawals. Upon thirty (30) days written notice to the
Committee on a form provided by the Committee for such purpose, a Participant
may withdraw all or a portion of his Deferred Cash Account (as decreased for the
ten percent (10%) forfeiture provision) at any time while an Employee of the
Employer; provided, however, that an amount equal to ten percent (10%) of the
Participant's withdrawal pursuant to this Section 7.3 shall be forfeited.

      VII.4 Book Entry Reductions. The Company shall make a book entry to a
Participant's Deferred Cash Account to reduce such Participant's Deferred Cash
Account in the amount of any payment from such Participant's Deferred Cash
Account.

                                  ARTICLE VIII

                                   FORFEITURE

      Notwithstanding any provision to the contrary hereunder, in the event that
a Participant is terminated by the Employer for Cause, the Participant's
Deferred Cash Account excluding any


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Earnings contributed thereto during the Deferral Period shall be paid to the
Participant in a lump sum cash payment as soon as administratively practicable
after such termination.

                                   ARTICLE IX

                                CLAIMS PROCEDURE

      Any claim by a Participant or Beneficiary ("Claimant") with respect to
eligibility, participation, contributions, benefits or other aspects of the
operation of the Plan shall be made in writing to the Committee or such other
person designated by the Committee from time to time for such purpose. If the
Committee believes that the claim should be denied, the Committee shall notify
the Claimant in writing of the denial of the claim within ninety (90) days after
receipt thereof (this period may be extended an additional ninety (90) days in
special circumstances and, in such event, the Claimant shall be notified in
writing of the extension). Such notice shall (i) set forth the specific reason
or reasons for the denial making reference to the pertinent provisions of the
Plan or of Plan documents on which the denial is based; (ii) describe any
additional material or information necessary to perfect the claim, and explain
why such material or information, if any, is necessary; and (iii) inform the
Claimant of his or her right pursuant to this section to request review of the
decision.

      A Claimant may appeal the denial of a claim by submitting a written
request for review to the Committee, within sixty (60) days after the date on
which such denial is received. Such period may be extended by the Committee for
good cause shown. The claim will then be reviewed by the Committee. A Claimant
or his or her duly authorized representative may discuss any issues relevant to
the claim, may review pertinent documents and may submit issues and comments in
writing. If the Committee deems it appropriate, it may hold a hearing as to a
claim. If a hearing is held, the Claimant shall be entitled to be represented by
counsel. The Committee shall decide whether or not to grant the claim within
sixty (60) days after receipt of the request for review, but this period may be
extended by the Committee for up to an additional sixty (60) days in special
circumstances. Written notice of any such special circumstances shall be sent to
the Claimant. Any claim not decided upon in the required time period shall be
deemed denied. All interpretations, determinations and decisions of the
Committee with respect to any claim shall be made in its sole discretion based
on the Plan and other relevant documents and shall be final, conclusive and
binding on all persons.

      The Committee may at any time alter the claims procedure set forth above,
provided that the revised claims procedure complies with ERISA and the
regulations issued thereunder.

                                    ARTICLE X

                           NON-ALIENATION OF BENEFITS

      A Participant's Deferred Cash Account shall not be subject to alienation,
transfer, assignment, garnishment, execution or levy of any kind, and any
attempt to cause any benefits to be so subjected shall not be recognized.


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                                   ARTICLE XI

                          CHANGE IN CONTROL PROVISIONS

      XI.1 Benefits. Upon a Change in Control of the Company, each Participant
hereunder shall receive his or her entire Deferred Cash Account, from the Plan
in a lump sum cash payment, as soon as administratively practicable following
such Change in Control, but in no event later than five (5) days after the date
of such Change in Control.

      XI.2 Change in Control. A "Change in Control" shall be deemed to have
occurred:

            (a) upon the acquisition by any individual, entity or group (within
      the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
      "Person") of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of voting securities of the Company
      where such acquisition causes such Person to own more than 20% or more of
      the combined voting power of the then outstanding voting securities of the
      Company entitled to vote generally in the election of directors (the
      "Outstanding Company Voting Securities"); provided, however, that for
      purposes of this subsection (a), the following acquisitions shall not be
      deemed to result in a Change in Control: (i) any acquisition directly from
      the Company; (ii) any acquisition by the Company; (iii) any acquisition by
      any employee benefit plan (or related trust) sponsored or maintained by
      the Company or any corporation controlled by the Company; or (iv) any
      acquisition by any corporation pursuant to a transaction that complies
      with clauses (i), (ii) and (iii) of subsection (c) below; and provided,
      further, that if any Person's beneficial ownership of the Outstanding
      Company Voting Securities reaches or exceeds more than 20% as a result of
      a transaction described in clause (i) or (ii) above, and such Person
      subsequently acquires beneficial ownership of additional voting securities
      of the Company, such subsequent acquisition shall be treated as an
      acquisition that causes such Person to own more than 20% or more of the
      Outstanding Company Voting Securities; or

            (b) individuals who, as of the Effective Date, constitute the Board
      (the "Incumbent Board"), cease for any reason to constitute at least a
      majority of the Board; provided, however, that any individual becoming a
      director subsequent to the Effective Date whose election, or nomination
      for election by the Company's stockholders, was approved by a vote of at
      least a majority of the directors then comprising the Incumbent Board
      shall be considered as though such individual were a member of the
      Incumbent Board, but excluding, for this purpose, any such individual
      whose initial assumption of office occurs as a result of an actual or
      threatened election contest with respect to the election or removal of
      directors or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board; or

            (c) the consummation of a reorganization, merger or consolidation or
      sale or other disposition of all or substantially all of the assets of the
      Company or the acquisition of the assets of another corporation ("Business
      Combination"); excluding, however, such a Business Combination pursuant to
      which (i) all or substantially all of the individuals and entities who
      were the beneficial owners of the Outstanding Company Voting


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      Securities immediately prior to such Business Combination beneficially
      own, directly or indirectly, more than 50% of, respectively, the then
      outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation resulting
      from such Business Combination (including, without limitation, a
      corporation that as a result of such transaction owns the Company or all
      or substantially all of the Company's assets either directly or indirectly
      through one or more subsidiaries) in substantially the same proportions as
      their ownership, immediately prior to such Business Combination of the
      Outstanding Company Voting Securities; (ii) no Person (excluding any
      employee benefit plan (or related trust) of the Company or such
      corporation resulting from such Business Combination) beneficially owns,
      directly or indirectly, more than 20% or more of, respectively, the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such
      ownership existed prior to the Business Combination; and (iii) at least a
      majority of the members of the board of directors of the corporation
      resulting from such Business Combination were members of the Incumbent
      Board at the time of the execution of the initial agreement, or of the
      action of the Board, providing for such Business Combination; or

            (d) approval by the stockholders of the Company of a complete
      liquidation or dissolution of the Company.

                                   ARTICLE XII

                      TERMINATION OR AMENDMENT OF THE PLAN

      Notwithstanding any other provision of the Plan, the Board may at any
time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that no amendment or termination shall reduce or
terminate the then benefit of any Participant or Beneficiary. Upon an amendment
or suspension, the Company shall not be required to distribute a Participant's
Deferred Cash Account prior to the end of the Deferral Period, but, in no event
shall the measuring alternative be reduced with respect to amounts in a
Participant's Deferred Cash Account. In the event of a suspension of the Plan,
the Company may distribute a Participant's Deferred Cash Account prior to the
end of the Deferral Period in a lump sum cash payment at the discretion of the
Board or the Committee. In the event of a termination of the Plan, a
Participant's Deferred Cash Account shall be distributed in a lump sum cash
payment, as soon as administratively practicable following such termination.

                                  ARTICLE XIII

                                  UNFUNDED PLAN

      The Plan shall not be construed to require the Employer to fund any of the
benefits payable under the Plan or to set aside or earmark any monies or other
assets specifically for payments under the Plan. The Plan is intended to
constitute an "unfunded" plan for incentive


                                      -11-
<PAGE>

compensation and any amounts payable hereunder shall be paid by the Employer out
of its general assets. Participants and their designated Beneficiaries shall not
have any interest in any specific asset of the Employer as a result of the Plan.
Nothing contained in the Plan and no action taken pursuant to the provisions of
the Plan shall create or be construed to create a trust of any kind, or a
fiduciary relationship amongst any Employer, the Committee, and the
Participants, their designated Beneficiaries or any other person. Any funds
which may be invested under the provisions of the Plan shall continue for all
purposes to be part of the general funds of the applicable Employer and no
person other than the applicable Employer shall by virtue of the provisions of
the Plan have any interest in such funds. With respect to any payments as to
which a Participant has a fixed and vested interest but which are not yet made
to a Participant by the applicable Employer, nothing contained herein shall give
any such Participant any rights that are greater than those of an unsecured
general creditor of the applicable Employer. The Employer may, in its sole
discretion, establish a "rabbi trust" to pay amounts payable hereunder. If the
Employer decides to establish any advance accrued reserve on its books against
the future expense of benefits payable hereunder, or if the Employer is required
to fund a trust under the Plan, such reserve or trust shall not under any
circumstances be deemed to be an asset of the Plan.

                                   ARTICLE XIV

                               GENERAL PROVISIONS

      XIV.1 Withholding of Taxes. The Employer shall have the right to make such
provisions as it deems necessary or appropriate to satisfy any obligations it
may have to withhold Federal, state or local income or other taxes incurred by
reason of payments pursuant to the Plan. In lieu thereof, the Employer shall
have the right to withhold the amount of such taxes from any other sums due or
to become due from the Employer to the Participant upon such terms and
conditions as the Committee may prescribe.

      XIV.2 Other Plans. Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

      XIV.3 Other Benefits. No payment under the Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Employer nor affect any benefits under any other benefit plan now or
subsequently in effect under which the availability or amount of benefits is
related to the level of compensation.

      XIV.4 No Right to Employment. Neither the Plan nor the deferral of any
amount hereunder shall impose any obligations on the Employer to retain any
Participant as an Employee nor shall it impose on the part of any Participant
any obligation to remain as an Employee of the Employer.

      XIV.5 Costs. The Company shall bear all expenses included in administering
the Plan.


                                      -12-
<PAGE>

      XIV.6 Minors and Incompetents. In the event that the Committee finds that
a Participant is unable to care for his or her affairs because of illness or
accident, then benefits payable hereunder, unless claim has been made therefor
by a duly appointed guardian, committee, or other legal representative, may be
paid in such manner as the Committee shall determine, and the application
thereof shall be a complete discharge of all liability for any payments or
benefits to which such Participant was or would have been otherwise entitled
under the Plan. Any payments to a minor from the Plan may be paid by the
Committee in its sole and absolute discretion (i) directly to such minor; (ii)
to the legal or natural guardian of such minor; or (iii) to any other person,
whether or not appointed guardian of the minor, who shall have the care and
custody of such minor. The receipt by such individual shall be a complete
discharge of all liability under the Plan therefor.

      XIV.7 Assignment. The Plan shall be binding upon and inure to the benefit
of the Company, its successors and assigns and the Participants and their heirs,
executors, administrators and legal representatives. In the event that the
Company sells all or substantially all of the assets of its business and the
acquiror of such assets assumes the obligations hereunder, the Company shall be
released from any liability imposed herein and shall have no obligation to
provide any benefits payable hereunder.

      XIV.8 Top-Hat Status. The Plan is intended to constitute a "top-hat"
pension plan under Sections 201(2) and 301(a)(3) of ERISA. To the extent
necessary to comply with the top-hat requirements, the Committee may terminate
an Eligible Employee as a Participant and may, in its sole discretion,
distribute his or her Deferred Cash Account.

      XIV.9 Governing Law. Except to the extent preempted by ERISA or other
Federal law, the Plan shall be governed by and construed in accordance with the
laws of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).

      XIV.10 Severability of Provisions. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

      XIV.11 Construction. Wherever any words are used in the Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

      XIV.12 Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.


                                      -13-