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                                                                    Exhibit 10.1





                          WERNER HOLDING CO. (DE), INC.
                              EMPLOYEE SAVINGS PLAN


               (As Amended and Restated Effective January 1, 1997)








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                                    CONTENTS


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<S>              <C>                                                                                    <C>
                           INTRODUCTION                                                                   1

ARTICLE             I      DEFINITIONS                                                                    4

ARTICLE            II      ELIGIBILITY AND PARTICIPATION

                 2.01      Eligibility                                                                   13
                 2.02      Participation                                                                 13
                 2.03      Termination and Reemployment                                                  14

ARTICLE           III      SERVICE

                 3.01      Definitions                                                                   16
                 3.02      Applicable Computation Period                                                 18

ARTICLE            IV      CONTRIBUTIONS

                 4.01      Company Matching Contributions                                                19
                 4.02      Salary Reduction Contributions                                                19
                 4.03      Voluntary Employee Contributions                                              27
                 4.04      Company Contribution                                                          28
                 4.05      Special Rules Relating to Reemployed Veterans                                 29

ARTICLE             V      ALLOCATIONS, ACCOUNTING, AND ADJUSTMENTS

                 5.01      Composition of Trust Fund                                                     33
                 5.02      Allocation of Earnings to Accounts                                            33
                 5.03      Timing of Allocation of Company Contribution
                             and Company Matching Contributions                                          33
                 5.04      Allocation of Other Contributions                                             34
                 5.05      Maximum Annual Additions                                                      34
                 5.06      Participation in Defined Benefit Plan                                         38
                 5.07      Allocation of Company Contributions and
                             Company Matching Contributions                                              40
                 5.08      Participant Election of Investment Funds                                      45
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                                    CONTENTS
                                   (continued)


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<S>            <C>                                                                                      <C>
ARTICLE            VI      VESTING

                 6.01      Company Contribution Account                                                  46
                 6.02      Termination of Employment                                                     46
                 6.03      Effect of Breaks in Service                                                   48
                 6.04      Salary Reduction Contribution Account and
                             Voluntary Employee Contribution Account                                     49

ARTICLE           VII      TIME AND METHOD OF PAYMENT

                 7.01      Manner of Payment                                                             50
                 7.02      Optional Forms of Payment                                                     52
                 7.03      Time of Payment                                                               56
                 7.04      Payments to Beneficiaries                                                     57
                 7.05      Distribution of Unallocated Contributions                                     62
                 7.06      Certain Retroactive Payments                                                  62
                 7.07      Direct Rollovers                                                              62
                 7.08      Immediate Distributions to Alternate Payees                                   64

ARTICLE          VIII      LOANS AND OTHER WITHDRAWALS

                 8.01      Availability of Loans                                                         65
                 8.02      Restrictions on Number and Frequency of Loans                                 70
                 8.03      Hardship Withdrawal                                                           70
                 8.04      Withdrawals After Age Fifty-Nine and One-Half (59 1/2)                        72
                 8.05      Voluntary Employee Contributions                                              73
                 8.06      Rollover Contributions                                                        73
                 8.07      Spousal Consent to Withdrawals                                                74

ARTICLE            IX      ROLLOVERS AND TRANSFERS

                 9.01      Rollovers                                                                     75
                 9.02      Transfers                                                                     76
                 9.03      Rollover Account                                                              76
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                                    CONTENTS
                                   (continued)


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<S>             <C>                                                                                     <C>
ARTICLE             X      TOP-HEAVY PROVISIONS

                10.01      Effective Date                                                                77
                10.02      Definitions                                                                   77
                10.03      Special Code Section 415 Limitations                                          81
                10.04      Minimum Allocation Requirements                                               82
                10.05      Minimum Vesting Requirements                                                  83

ARTICLE            XI      MANAGEMENT OF FUNDS

                11.01      Appointment of Trustee                                                        85
                11.02      Assets of Trust                                                               85
                11.03      Reversion of Company Contributions                                            85

ARTICLE           XII      ADMINISTRATION OF PLAN

                12.01      Plan Administrator                                                            87
                12.02      Rights, Powers, and Duties of Plan Administrator                              87
                12.03      Exercise of Plan Administrator's Duties                                       89
                12.04      Indemnification of Fiduciaries                                                89
                12.05      Compensation                                                                  90

ARTICLE          XIII      CLAIMS PROCEDURES

                13.01      Claims Review                                                                 91
                13.02      Appeals Procedure                                                             92

ARTICLE           XIV      AMENDMENT AND TERMINATION

                14.01      Termination                                                                   93
                14.02      Right to Amend, Modify, Change, or Revise Plan                                94
                14.03      Merger and Consolidation of Plan; Transfer of Plan Assets                     95
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                                    CONTENTS
                                   (continued)


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<S>             <C>                                                                                     <C>
ARTICLE            XV      MISCELLANEOUS

                15.01      No Contract of Employment                                                    96
                15.02      Restrictions Upon Assignments and Creditors' Claims                          96
                15.03      Restriction of Claims Against Trust                                          97
                15.04      Benefits Payable by Trust                                                    97
                15.05      Successor to Company                                                         97
                15.06      Applicable Law                                                               98
                15.07      Data                                                                         98
                15.08      Internal Revenue Service Approval                                            98
</TABLE>




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                          WERNER HOLDING CO. (DE), INC.
                              EMPLOYEE SAVINGS PLAN


Effective August 1, 1987, R. D. Werner Co., Inc. (hereinafter referred to as the
"Sponsoring Company"), a corporation organized and existing under the laws of
the State of Pennsylvania, adopted the R. D. Werner Co., Inc. Salaried Employees
Savings Plan. Effective December 31, 1989, the name of the R. D. Werner Co.,
Inc. Salaried Employees Savings Plan was changed to the Werner Holding Co. (DE),
Inc. Salaried Employees Savings Plan.

Effective December 31, 1989, Florida Ladder Company, Gold Medal Ladder Co.,
Manufacturers Indemnity and Insurance Company of America, Kentucky Ladder
Company, and Werner Management Inc. adopted the Werner Holding Co. (DE), Inc.
Salaried Employees Savings Plan and assets relating to salaried employees from
prior plans were transferred to the Werner Holding Co. (DE), Inc. Salaried
Employees Savings Plan.

Effective January 2, 1990, Phoenix Management Services, Inc. adopted the Werner
Holding Co. (DE), Inc. Salaried Employees Savings Plan.

Effective June 1, 1987, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employees Savings Plan For Employees Covered Under the USWA Local 3713,
Greenville, Pennsylvania, Collective Bargaining Agreement (the "Local 3713
Plan").

Effective October 1, 1987, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employees Savings Plan For Employees Covered Under IAM & AW Local 2032
Collective Bargaining Agreement (the "Local 2032 Plan").

Effective October 1, 1987, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employees Savings Plan For Employees Covered Under Teamsters Local 261
Collective Bargaining Agreement (the "Local 261 Plan").




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Effective June 30, 1989, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employee Savings Plan For Employees Covered Under the S.M.W. Local 170,
Bell, California, Collective Bargaining Agreement (the "Local 170 Bell Plan").

Effective November 30, 1989, the Sponsoring Company adopted the R. D. Werner
Co., Inc. Anniston Division Hourly Employee 401(k) Plan (the "Anniston Plan").

Effective August 1, 1987, Florida Ladder Company adopted the Florida Ladder
Company Employee Savings Plan (the "Florida Ladder Plan").

Effective September 1, 1989, Kentucky Ladder Company adopted the Kentucky Ladder
Company Hourly Employee 401(k) Pension Plan (the "Kentucky Ladder Plan").

Effective August 1, 1987, Gold Medal Ladder Co. adopted the Gold Medal Ladder
Co. Employee Savings Plan (the "Gold Medal Ladder Plan").

Effective January 1, 1991, Werner Holding Co. (DE), Inc. adopted the Werner
Holding Co. (DE), Inc. Employee Savings Plan (the "Plan") and the assets of the
Werner Holding Co. (DE), Inc. Salaried Employees Savings Plan were transferred
to and merged with the Plan.

Effective January 1, 1991, R. D. Werner Co., Inc., Florida Ladder Company, Gold
Medal Ladder Co., Manufacturers Indemnity and Insurance Company of America,
Kentucky Ladder Company, Werner Management Inc., and Phoenix Management
Services, Inc. became participating employers under the Plan.

Effective January 1, 1991, the assets of the Local 3713 Plan, the Local 2032
Plan, the Local 261 Plan, the Local 170 Bell Plan, the Anniston Plan, the
Florida Ladder Plan, the Gold Medal Ladder Plan, and the Kentucky Ladder Plan
were transferred to and merged into the Plan.

Effective January 1, 1997, the Plan is hereby restated in order to comply with
changes promulgated under the Uruguay Round Agreements Act, the Uniformed
Services Employment and Reemployment Rights Act, the Small Business Protection
Act of 1996, and the Taxpayer Relief Act of 1997.



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This restatement of the Plan shall not in any way affect the rights of Employees
who participated in the Plan in accordance with its provisions prior to January
1, 1997. All matters relating to the benefits, if any, payable to such Employees
(or their Beneficiaries) based upon events occurring prior to January 1, 1997
shall, except as otherwise expressly provided herein, be determined in
accordance with the applicable provisions of the Plan as in effect on such date.




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<PAGE>   9





                                    ARTICLE I
                                   DEFINITIONS


Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by context. For purposes of construction of this Plan, the masculine
term shall include the feminine and the singular shall include the plural in all
cases in which they could thus be applied.

ACCOUNT(S) means the separate Account or Accounts which are maintained for the
benefit of each Participant.

ACCOUNT BALANCE(S) means, for each Participant, the total balance standing to
his credit under his Account or Accounts on the date of reference determined in
accordance with valuation procedures described in Section 5.02.

AFFILIATE means any corporation or other business entity which is included in a
controlled group of corporations within which the Company is also included, as
provided in Section 414(b) of the Code (as modified, for purposes of Sections
5.05 and 5.06 of the Plan, by Section 415(h) of the Code); or which is a trade
or business under common control with the Company, as provided in Section 414(c)
of the Code (as modified, for purposes of Sections 5.05 and 5.06 of the Plan, by
Section 415(h) of the Code); or which constitutes a member of an affiliated
service group within which the Company is also included, as provided in Section
414(m) of the Code; or which is required to be aggregated with the Company
pursuant to regulations issued under Section 414(o) of the Code.

ALTERNATE PAYEE means any spouse, former spouse, child, or other dependent of a
Participant who is recognized by a Domestic Relations Order as having a right to
receive all or a portion of a Participant's benefits payable under the Plan.

ANNISTON DIVISION means the Anniston division of Werner Co.



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ANNUITY STARTING DATE means the first day of the first period for which a
benefit is payable.

APPROVED ABSENCE means an absence from work approved by the Participating
Employer under uniform rules and conditions for all Employees, and shall include
a military leave.

BENEFICIARY means the person or persons or other entity designated by a
Participant to receive any benefits under the Plan which may be due upon the
Participant's death.

BREAK IN SERVICE means an interruption in service as defined in Section 3.01.

CODE means the Internal Revenue Code of 1986, as amended from time to time.

COMPANY means Werner Holding Co. (DE), Inc.

COMPANY CONTRIBUTION ACCOUNT means the separate Account which shall be
maintained by the Trustee for each Participant to reflect all Company
Contributions and all Company Matching Contributions made on behalf of such
Participant and any earnings thereon.

COMPANY CONTRIBUTIONS means the amount the Participating Employer may pay to the
Trust on behalf of each Participant for each Plan Year, as set forth in Section
4.04 of the Plan.

COMPANY MATCHING CONTRIBUTIONS means the amount the Participating Employer may
pay to the Trust on behalf of a Nonunion Employee Participant for each Plan
Year, as set forth in Section 4.01 of the Plan.

COMPENSATION means the total amount of cash compensation paid to an Employee by
the Participating Employer in a Plan Year for Federal income tax purposes,
including commissions, bonuses, overtime, and amounts deferred under a salary
reduction agreement



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pursuant to Section 401(k) or Section 125 of the Code, but excluding any other
extraordinary remuneration. If an Employee becomes a Participant during a Plan
Year, his Compensation in such Plan Year, for purposes of determining the amount
of the Company Contributions contributed on his behalf pursuant to Section 4.04
of the Plan, shall be his Compensation for the full Plan Year multiplied by a
fraction, the numerator of which shall be his months of Plan participation and
the denominator of which shall be twelve (12). For all other purposes, if an
Employee becomes a Participant during a Plan Year, his Compensation shall be his
Compensation for the full Plan Year.

The annual Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is one hundred fifty thousand dollars ($150,000), as adjusted
by the Commissioner for increases in the cost-of-living in accordance with
Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding twelve (12) months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than twelve (12)
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period, and
the denominator of which is twelve (12). Any reference in is Plan to the
limitation under Section 401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision. For Plan Years beginning prior
to January 1, 1997, in determining the Compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6) of the Code relating
to the treatment of certain family members shall apply, except that, in applying
such rules, the term "family" shall include only the spouse of the Participant
and any lineal descendants of the Participant who have not attained age nineteen
(19) before the close of the Plan Year. If, as a result of the application of
such rules, the adjusted one hundred fifty thousand dollar ($150,000) limitation
is exceeded, then the limitation shall be prorated among the affected
Participants in proportion



                                       6
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to each such Participant's Compensation, as determined under this provision
prior to the application of this limitation.

For purposes of the limitation on allocations under Code Section 415,
Compensation is further defined in Section 5.05 of the Plan.

DOMESTIC RELATIONS ORDER means any judgment, decree, or order (including
approval of a property settlement agreement) that relates to the provision of
child support, alimony payments, or marital property rights to an Alternate
Payee and is made pursuant to a state domestic relations law, including a
community property law.

EARLY RETIREMENT AGE means the age at which the Participant terminates his
employment on or after he completes five (5) Years of Service and has attained
age fifty-five (55).

EFFECTIVE DATE means January 1, 1997.

EMPLOYEE means a person employed by the Company or any Affiliate and shall
include any leased employee deemed to be an Employee as provided in Section
414(n) of the Code.

ENTRY DATE means the first day of the month coincident with or next following
fulfilling the eligibility requirements of Section 2.01.

FORFEITURE means the portion of a Participant's Company Contribution Account to
which he is not entitled, as determined under Section 6.02.

HOUR OF SERVICE means:

        (a)    Each hour for which an Employee is paid or entitled to payment
               for the performance of duties for the Participating Employer, the
               Company, or an Affiliate. These hours shall be credited to the
               Employee for the computation period or periods in which the
               duties are performed; and



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<PAGE>   13

        (b)    Each hour for which an Employee is paid or entitled to payment by
               the Participating Employer, the Company, or an Affiliate on
               account of a period of time during which no duties are performed
               (irrespective of whether the employment relationship has
               terminated) due to vacation, holiday, illness, incapacity
               (including disability), layoff, jury duty, military duty, or
               Approved Absence. No more than five hundred one (501) Hours of
               Service shall be credited under this paragraph (b) for any single
               continuous period (whether or not such period occurs in a single
               computation period). Hours of Service under this paragraph (b)
               shall be calculated and credited pursuant to Section 2530.200b-2
               of the Department of Labor Regulations, which are incorporated
               herein by this reference; and

        (c)    Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Participating
               Employer, the Company, or an Affiliate. The same Hours of Service
               shall not be credited both under paragraph (a) or paragraph (b),
               as the case may be, and under this paragraph (c). These hours
               shall be credited to the Employee for the computation period or
               periods to which the award, agreement, or payment pertains rather
               than the computation period in which the award, agreement, or
               payment is made.

        (d)    In the event that records are not kept which accurately reflect
               the number of hours worked, an Employee will be credited with
               forty-five (45) Hours of Service for each week in which he would
               be credited with at least one (1) Hour of Service.

        (e)    Effective December 12, 1994, an Employee shall be credited with
               Hours of Service for his period of Qualified Military Service
               upon such Employee's return to work with a Participating
               Employer, the Company or an Affiliate to the extent required by
               USERRA.

LIFE ANNUITY means an annuity for the life of the Participant which is the
actuarial equivalent of the Participant's vested Account Balance.



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<PAGE>   14

LIMITATION YEAR means the Plan Year.

NONUNION EMPLOYEE means an Employee who is not a Union Employee.

NORMAL RETIREMENT AGE means a Participant's sixty-fifth birthday.

PARTICIPANT means an Employee who fulfills the eligibility requirements as
provided in Article II and who continues to qualify as a Participant.

PARTICIPATING EMPLOYER means the Company and any Affiliate which adopts this
Plan with the approval of the Company.

PLAN means the Werner Holding Co. (DE), Inc. Employee Savings Plan.

PLAN ADMINISTRATOR means the Company, which shall serve pursuant to the terms of
Article XII.

PLAN YEAR means the twelve (12) month period which begins on January 1 and which
ends on December 31.

 PRIOR PLAN means any of the following plans:

        (a)    The Werner Holding Co. (DE), Inc. Salaried Employees Savings
               Plan;

        (b)    The R. D. Werner Co., Inc. Employees Savings Plan For Employees
               Covered Under the USWA Local 3713, Greenville, Pennsylvania,
               Collective Bargaining Agreement;

        (c)    The R. D. Werner Co., Inc. Employees Savings Plan For Employees
               Covered Under IAM & AW Local 2032 Collective Bargaining
               Agreement;


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<PAGE>   15

        (d)    The R. D. Werner Co., Inc. Employees Savings Plan For Employees
               Covered Under Teamsters Local 261 Collective Bargaining
               Agreement;

        (e)    The R. D. Werner Co., Inc. Employees Savings Plan For Employees
               Covered Under the S.M.W. Local 170, Bell, California, Collective
               Bargaining Agreement;

        (f)    The R. D. Werner Co., Inc., Anniston Division Hourly Employee
               401(k) Plan;

        (g)    The Kentucky Ladder Company Hourly Employee 401(k) Pension Plan;
               and

        (h)    The Florida Ladder Company Employees Savings Plan.

QUALIFIED DOMESTIC RELATIONS ORDER means any Domestic Relations Order that
creates, recognizes, or assigns to an Alternate Payee the right to receive all
or a portion of a Participant's benefits payable hereunder and meets the
requirements of Section 414(p) of the Code.

QUALIFIED MILITARY SERVICE means any service in the uniformed services (as
defined in USERRA) by any Employee if such Employee is entitled to reemployment
rights under USERRA with respect to such service.

QUALIFIED JOINT AND SURVIVOR ANNUITY means an annuity for the life of the
Participant with a survivor annuity for the life of the Participant's surviving
spouse equal to fifty percent (50%) of the amount of the annuity which is
payable during the joint lives of the Participant and his surviving spouse. The
Qualified Joint and Survivor Annuity shall be the actuarial equivalent of the
Participant's vested Account Balance.

QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY means an annuity for the life of the
surviving spouse of the Participant which is the actuarial equivalent of the
Participant's vested Account Balance.


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<PAGE>   16

ROLLOVER ACCOUNT means the separate Account which shall be maintained for a
Participant or Employee to reflect any Rollover Contributions made by the
Participant or Employee, and any earnings thereon.

ROLLOVER CONTRIBUTIONS means the contributions made by a Participant or
Employee, as set forth in Section 9.01 of the Plan.

SALARY REDUCTION CONTRIBUTION ACCOUNT means the separate Account maintained for
each Participant who elects a salary reduction pursuant to Section 4.02 of the
Plan to reflect all of his Salary Reduction Contributions and any earnings
thereon.

SALARY REDUCTION CONTRIBUTIONS means the contributions made by the Participating
Employer that are attributable to the reduction in salary a Participant agrees
to accept from the Participating Employer each Plan Year, as set forth in
Section 4.02 of the Plan.

TOTAL AND PERMANENT DISABILITY means a Participant is unable for physical or
mental reasons for the foreseeable future to perform his normal work for the
Participating Employer or any other work for which he is qualified by reason of
education, training, or experience, as determined by a competent physician
chosen by the Plan Administrator or upon adjudication by the Social Security
Administration that the Participant is disabled within the meaning of the Social
Security Act. Uniform standards shall apply to Participants in similar
conditions.

TRUST AGREEMENT or TRUST means, respectively, the trust agreement establishing
the Werner Holding Co. (DE), Inc. Employee Savings Trust, as amended from time
to time, and the trust established thereunder.

TRUST FUND means all cash, securities, real estate, or any other property held
by the Trustee pursuant to the terms of the Trust Agreement, together with
income therefrom.

TRUSTEE means the person, persons, or entity appointed by the Company as
provided under Section 11.01 of the Plan to act as Trustee of the Trust.



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<PAGE>   17

UNION EMPLOYEE means an Employee who is a member of the USWA Local 3713, the IAM
& AW Local 2032, the Teamsters Local 261, the S.M.W. Local 170, or the Textile
Processors Service Trades, Health Care, Professional and Technical Employees
International Union #218 (FLC).

USERRA means the Uniformed Services Employment and Reemployment Rights Act of
1994.

VALUATION DATE means each day of the Plan Year.

VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT means the separate Account maintained
for each Participant who elects to make a Voluntary Employee Contribution
pursuant to Section 4.03 of the Plan to reflect all of his Voluntary Employee
Contributions and any earnings thereon.

VOLUNTARY EMPLOYEE CONTRIBUTIONS means the contributions made to the Trust as
set forth in Section 4.03 of the Plan.



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<PAGE>   18


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION


 2.01          ELIGIBILITY

               In general, each Employee of a Participating Employer is eligible
               to participate in the Plan. As an exception, Employees who are
               members of a collective bargaining unit are not eligible to
               participate in the Plan unless and until, and then only for as
               long as, the applicable collective bargaining agreement provides
               for participation in the Plan.

               The following Sections 2.02 and 2.03 govern the timing of
               commencement and re-commencement of participation in the Plan but
               in their application are limited at all times to Employees who
               are eligible as set forth in this Section 2.01.

 2.02          PARTICIPATION

               Each Employee who was a Participant in the Plan on the day prior
               to the Effective Date shall continue to participate in the Plan
               on the Effective Date if still employed by a Participating
               Employer on that date.

               Each other Employee of a Participating Employer shall become a
               Participant in the Plan as follows:

               (a)    A nonsalaried Employee of Florida Ladder Company, Kentucky
                      Ladder Company, Gold Medal Ladder Company, and the
                      Anniston Division shall become a Participant in the Plan
                      on his Date of Employment. The preceding sentence
                      notwithstanding, such an Employee shall not be eligible to
                      make Salary Reduction Contributions pursuant to Section
                      4.02 until the Entry Date coincident with or next
                      following completion of Six (6) Months of Service after
                      his Date of Employment or Reemployment, if applicable,



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<PAGE>   19

                      or, effective October 1, 1999, as of the first of the
                      month following his Date of Employment or Reemployment, if
                      applicable (if the Date of Employment or Reemployment
                      falls before the 15th of the month) or the first of the
                      second month following his Date of Employment or
                      Reemployment, if applicable (if the Date of Employment or
                      Reemployment falls on or after the 15th of the month).

               (b)    A Union Employee who is a member of the S.M.W. Local 170
                      or USWA Local 3713 shall become a Participant in the Plan
                      on his Date of Employment. The preceding sentence
                      notwithstanding, such an Employee shall not be eligible to
                      make Salary Reduction Contributions pursuant to Section
                      4.02 until the Entry Date coincident with or next
                      following completion of Six (6) Months of Service after
                      his Date of Employment or Reemployment, if applicable, or
                      effective October 1, 1999, as of the first of the month
                      following his Date of Employment or Reemployment, if
                      applicable (if the Date of Employment or Reemployment
                      falls before the 15th of the month) or the first of the
                      second month following his Date of Employment or
                      Reemployment, if applicable (if the Date of Employment or
                      Reemployment falls on or after the 15th of the month).

               (c)    All other Employees shall become a Participant in the Plan
                      on the Entry Date coincident with or next following
                      completion of Six (6) Months of Service after his Date of
                      Employment or Reemployment, if applicable, or effective
                      October 1, 1999, as of the first of the month following
                      his Date of Employment or Reemployment, if applicable (if
                      the Date of Employment or Reemployment falls before the
                      15th of the month) or the first of the second month
                      following his Date of Employment or Reemployment, if
                      applicable (if the Date of Employment or Reemployment
                      falls on or after the 15th of the month).



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<PAGE>   20

               (d)    Notwithstanding the foregoing, effective January 1, 1987,
                      leased employees as defined in Section 414(n) of the Code
                      shall not be eligible to participate in the Plan.

 2.03          TERMINATION AND REEMPLOYMENT

               (a)    A Participant who terminates employment and is
                      subsequently reemployed shall become a Participant on the
                      Entry Date coincident with or next following his Date of
                      Reemployment.

               (b)    An Employee who terminates employment before becoming a
                      Participant and is reemployed before incurring a Break in
                      Service shall become a Participant when he satisfies the
                      eligibility requirements of Section 2.02, based on his
                      original Date of Employment.

               (c)    An Employee who terminates employment before becoming a
                      Participant and is reemployed after incurring a Break in
                      Service shall become a Participant when he satisfies the
                      eligibility requirements of Section 2.02, based on his
                      Date of Reemployment.




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<PAGE>   21


                                   ARTICLE III
                                     SERVICE


 3.01          DEFINITIONS

               ANNIVERSARY YEAR means the twelve (12) consecutive month period
               commencing on an Employee's Date of Employment or Date of
               Reemployment, if applicable, and anniversaries of such date.

               BREAK IN SERVICE means a one (1) year period, commencing on an
               Employee's Severance From Service, during which such Employee
               does not perform duties for a Participating Employer or an
               Affiliate.

               DATE OF EMPLOYMENT or DATE OF REEMPLOYMENT means the date on
               which an Employee first completes an Hour of Service after
               employment or reemployment with a Participating Employer, if
               applicable.

               MID-YEAR ANNIVERSARY DATE means the date which is the first day
               following the six (6) month period commencing on the
               Participant's Date of Employment or Date of Reemployment, if
               applicable.

               MONTHS OF SERVICE means any calendar month in which an Employee
               completes at least one (1) Hour of Service.

               SEVERANCE FROM SERVICE means the earlier of the following dates:

               (a)    The date on which an Employee terminates employment, is
                      discharged, retires, or dies; or

               (b)    The first anniversary of the first day of a period in
                      which an Employee remains absent from service (with or
                      without pay) from the Company or an



                                       16
<PAGE>   22

                      Affiliated Company for any reason other than a reason
                      listed in paragraph (a). An Employee who fails to return
                      to employment at the expiration of a leave of absence
                      approved by the Employer shall be deemed to have incurred
                      a Severance From Service on the first to occur of the
                      expiration of his leave or the first anniversary of the
                      first day of his absence.

               Notwithstanding anything herein to the contrary, for purposes of
               determining whether a one (1) year Break in Service has occurred,
               an Employee shall not incur a Severance From Service due to an
               absence for maternity or paternity reasons until the second
               anniversary of the first date of such absence. For purposes of
               this paragraph, an absence from work for maternity or paternity
               reasons means an absence:

               (a)    By reason of the pregnancy of the individual;

               (b)    By reason of a birth of a child of the individual; or

               (c)    By reason of the placement of a child with the individual
                      in connection with the adoption of such child by such
                      individual.

               SIX (6) MONTHS OF SERVICE means a computation period in which an
               Employee completes at least five hundred (500) Hours of Service.

               YEAR OF VESTING SERVICE means a unit of service credited to an
               Employee for purposes of determining the nonforfeitable balance
               of the Participant's Accounts.

               (a)    An Employee shall be credited with one (1) Year of Vesting
                      Service for each full year in the period commencing on his
                      Date of Employment or Date of Reemployment and ending on
                      his Severance From Service. An Employee also shall be
                      credited with one three-hundred-sixty-fifth (1/365)



                                       17
<PAGE>   23

                      of a Year of Vesting Service for each additional day in
                      such period for which he did not receive credit pursuant
                      to the preceding sentence.

               (b)    A former Employee who is reemployed and who performs
                      duties for the Company or an Affiliated Company within
                      twelve (12) calendar months of his Severance From Service
                      shall be credited with the entire period of his absence as
                      if he had worked each day during such period.

 3.02          APPLICABLE COMPUTATION PERIOD

               (a)    For purposes of determining whether an Employee has
                      completed Six (6) Months of Service, the applicable
                      computation period shall be the six (6) consecutive month
                      period commencing on (1) the Participant's Date of
                      Employment or Date of Reemployment, if applicable, and (2)
                      the Participant's Mid-Year Anniversary Date, and
                      anniversaries of such dates.

               (b)    For purposes of determining an Employee's Years of Vesting
                      Service, the following rules shall apply:

                      (1)     Years of Vesting Service for Nonunion Employees,
                              other than Nonunion Employees of the Anniston
                              Division, shall not include computation periods
                              prior to the effective date of a Prior Plan in
                              which such individual was eligible to participate.

                      (2)     For Union Employees who are members of the IAM &
                              AW Local 2032 or the Teamsters Local 261. Years of
                              Vesting Service shall not include periods prior to
                              the effective date of a Prior Plan in which such
                              individual was eligible to participate.



                                       18
<PAGE>   24


                                   ARTICLE IV
                                  CONTRIBUTIONS


 4.01          COMPANY MATCHING CONTRIBUTIONS

               Each Plan Year, the Participating Employer shall contribute to
               the Trust Fund on behalf of each Nonunion Employee of such
               Participating Employer a Company Matching Contribution equal to
               fifty percent (50%) of such individual's Salary Reduction
               Contribution for such year. In applying the Company Matching
               Contribution percentage specified above, Salary Reduction
               Contributions in excess of four percent (4%) of Compensation
               shall be disregarded. Company Matching Contributions shall be
               paid to the Trustee monthly, but not later than the time
               prescribed by law for filing the Company's Federal income tax
               return for the year, including any extensions thereof.
               Notwithstanding the above, Company Matching Contributions,
               Company Contributions, and Salary Reduction Contributions for any
               year shall not exceed the maximum amount deductible by the
               Participating Employer for such year for Federal income tax
               purposes under Section 404 of the Code. All Company Matching
               Contributions, Company Contributions, and Salary Reduction
               Contributions are specifically conditioned on their deductibility
               under Section 404 of the Code.

 4.02          SALARY REDUCTION CONTRIBUTIONS

               (a)    Subject to any delayed effective date provided in Section
                      2.02 and to the limits provided in Section 4.02(e),
                      4.02(f) and 5.05, each Participant shall have the option
                      to enter into a written salary reduction agreement with
                      the Participating Employer. A salary reduction agreement
                      shall provide that the Participant agrees to accept a
                      reduction in Compensation from the Participating Employer
                      equal to any whole percentage from one percent (1%) to
                      fifteen percent (15%) of his Compensation, as elected by
                      the Participant with the following three exceptions.
                      First, Participants who are members



                                       19
<PAGE>   25

                      of a collective bargaining unit may, in accordance with
                      the applicable collective bargaining agreement or past
                      practice, elect a reduction equal to a number of cents per
                      hour (rather than a percentage of Compensation). Second,
                      in the salary reduction agreement, a Participant may
                      specify that the reduction shall not apply to that portion
                      of his Compensation which represents bonuses. Third, in
                      the salary reduction agreement, a Participant may specify
                      any whole percentage (up to one hundred percent (100%)) as
                      being applicable to any gainsharing to which the
                      Participant may become entitled, after reduction for
                      taxes.

                      The Participating Employer shall contribute to the Trust
                      Fund, as soon as practicable after the end of each payroll
                      period, but not later than the fifteenth (15) business
                      days following the month in which the Salary Reduction
                      Contributions are withheld or received by the
                      Participating Employer, an amount equal to the Salary
                      Reduction Contributions of all Participants of such
                      Participating Employer for such payroll period.

               (b)    Each Participant may change the rate of his Salary
                      Reduction Contribution by filing a new salary reduction
                      agreement with the Participating Employer. The new rate
                      shall become effective as soon as practicable after
                      receipt of the new salary reduction agreement by the
                      Participating Employer. Such new salary reduction
                      agreement shall be applicable to all Compensation earned
                      thereafter.

               (c)    Each Participant may discontinue his Salary Reduction
                      Contributions by notifying the Participating Employer in
                      writing. The discontinuance will become effective as soon
                      as practicable after receipt of such written notice by the
                      Participating Employer and will apply to all Compensation
                      earned thereafter.



                                       20
<PAGE>   26

               (d)    The Company shall direct the Trustee to establish and
                      maintain a Salary Reduction Contribution Account in the
                      name of each Participant who elects to enter into a salary
                      reduction agreement.

               (e)    Notwithstanding the above, the maximum amount of Salary
                      Reduction Contributions which can be made on behalf of
                      each Participant in any calendar year shall not exceed
                      seven thousand dollars ($7,000) or such other amount as
                      may be established by the Secretary of the Treasury
                      pursuant to Section 402(g) of the Code. In the event that
                      a Participant's Salary Reduction Contributions for any
                      calendar year exceed the maximum permissible amount
                      (and/or in the event that the Participant has had more
                      than such amount of such contributions made on his behalf
                      under this Plan and any other qualified plans of any
                      employer or any other plans subject to Section 402(g) of
                      the Code in which he is covered and has, by writing,
                      communicated to the Plan Administrator prior to March 1 of
                      the year following the year for which such contributions
                      were made the amount of such excess contributions which
                      are to be attributed to this Plan), such excess amount
                      shall be included in such Participant's taxable earnings
                      for such year. Such excess contributions (and income)
                      shall be distributed to the Participant prior to April 15
                      of the year following the year to which the excess
                      contributions relate and shall be designated by the Plan
                      as a distribution of excess contributions (and income)
                      under Section 402(g) of the Code.

                      When excess contributions are distributed, the amount to
                      be distributed shall be increased by earnings thereon or
                      reduced by losses thereon for the calendar year and for
                      the period between the end of the calendar year and the
                      date of distribution. (Earnings and losses shall be
                      determined without regard to whether there has been
                      realized appreciation or loss.)

                      The earnings or losses allocable to the excess
                      contributions for the calendar year are determined by
                      multiplying net earnings or losses for the calendar year
                      in the Participant's Salary Reduction Contribution Account
                      by a frac-



                                       21
<PAGE>   27

                      tion. The numerator of the fraction is the amount of the
                      excess contributions on behalf of the Participant for the
                      calendar year. The denominator of the fraction is the
                      total balance of the Participant's Salary Reduction
                      Contribution Account as of the last day of the calendar
                      year, reduced by the gain allocable to such Account for
                      the calendar year or increased by the loss allocable to
                      such Account for the calendar year.

                      The earnings or losses for the period between the end of
                      the calendar year and the date of the corrective
                      distribution shall be equal to ten percent (10%) of the
                      earnings or losses allocable to excess contributions for
                      the calendar year multiplied by the number of calendar
                      months that have elapsed since the end of the calendar
                      year. For purposes of determining the number of calendar
                      months that have elapsed, a distribution occurring on or
                      before the 15th day of the month will be treated as having
                      been made on the last day of the preceding month and the
                      distribution occurring after such 15th day will be treated
                      as having been made on the first day of the next month.

                      In the event that amounts are to be distributed to
                      Participants as a result of excess contributions under
                      this paragraph (e) and in the event that amounts have been
                      distributed previously to Participants as a result of
                      excess contributions under paragraph (f) below, the excess
                      contributions (plus earnings or reduced by losses thereon)
                      for purposes of this paragraph shall be reduced by any
                      excess contributions (plus earnings or reduced by losses
                      thereon) described in paragraph (f) below which have been
                      distributed previously.

               (f)    Notwithstanding the amount or rate of salary reduction
                      chosen by the Participant in the salary reduction
                      agreement between the Participant and the Participating
                      Employer, the Plan Administrator has authority to reduce
                      the amount or rate of salary reduction (i) of any Employee
                      to the extent necessary or appropriate to ensure that the
                      limitations of Section 5.05 are



                                       22
<PAGE>   28

                      not exceed and (ii) of any highly compensated Employee to
                      the extent necessary or appropriate to ensure that one (1)
                      of the following nondiscrimination tests contained in
                      Section 401(k) of the Code is satisfied for any Plan Year,
                      included across-the-board limitations based on estimates
                      of the maximum amount or rate of Salary Reduction
                      Contributions that is expected to be permissible under
                      those tests:

                      (1)     Effective January 1, 1997, the actual deferral
                              percentage for the Plan Year for eligible
                              Participants who are highly compensated Employees
                              as a group is not more than one and one-quarter (1
                              1/4) times the actual deferral percentage for the
                              same Plan Year for all other eligible Participants
                              as a group; or

                      (2)     Effective January 1, 1997, the actual deferral
                              percentage for the Plan Year for eligible
                              Participants who are highly compensated Employees
                              as a group is not more than two (2) percentage
                              points (or such lesser amount as the Secretary of
                              the Treasury shall prescribe to prevent the
                              multiple use of this alternative limitation with
                              respect to any highly compensated Employee)
                              greater than, and not more than two (2) times, the
                              actual deferral percentage for the same Plan Year
                              for all other eligible Participants as a group.

                      (3)     If the Company elects to change the testing
                              method, the Plan must be amended to reflect such
                              change. The Plan may change from the current year
                              testing method to the prior year testing method
                              only if the Plan meets the requirements for
                              changing to prior year testing set forth in
                              Internal Revenue Service Notice 98-1 (or
                              superseding guidance).

                      (4)     Deferral percentages shall be rounded to the
                              nearest one-hundredth of one percentage point
                              (1/100).



                                       23
<PAGE>   29

                      For purposes of this paragraph (f), effective January 1,
                      1997, a "highly compensated Employee" for a Plan Year is
                      any Employee who:

                      (1)    Was at any time a five percent (5%) owner of the
                             Participating Employer (within the meaning of
                             Section 416(i)(1) of the Code) during such Plan
                             Year or the immediately preceding Plan Year; or

                      (2)     Received compensation from the Participating
                              Employer and Affiliates for the preceding Plan
                              Year in excess of eighty thousand dollars
                              ($80,000) (or such other amount as determined
                              under Section 414(q) of the Code).

                      A former Employee who had a separation year prior to the
                      Plan Year for which the determination is made who was a
                      highly compensated Employee for either such former
                      Employee's final year of employment or any determination
                      year ending on or after the Employee's fifty-fifth
                      birthday shall be included as a highly compensated
                      Employee.

                      All determinations of highly compensated Employees shall
                      be made in accordance with Section 414(q) of the Code.

                      For purposes of this paragraph (f), the "actual deferral
                      percentage" for a Plan Year for a group of eligible
                      Participants is the average of the ratios (calculated
                      separately for each eligible Participant in such group) of
                      the amount of Salary Reduction Contributions credited to
                      an eligible Participant's Salary Reduction Contribution
                      Account for such Plan Year to the eligible Participant's
                      compensation, as defined in Section 414(s) of the Code,
                      for such Plan Year. The actual deferral percentage of an
                      eligible Participant who is a "highly compensated
                      Employee" for the Plan Year and who is eligible to make
                      salary reduction contributions under two (2) or more plans
                      or arrangements described in Section 401(k) of the Code
                      that are maintained by a Participating Employer or
                      Affiliate shall be determined



                                       24
<PAGE>   30

                      as if all such salary reduction contributions were made
                      under a single arrangement. Prior to January 1, 1997, if
                      an eligible highly compensated Employee is subject to the
                      family aggregation rules because he is either a five
                      percent (5%) owner or one (1) of the ten (10) most highly
                      compensated Employees, the actual deferral percentage for
                      the family group (which is treated as one (1) highly
                      compensated Employee) shall be determined by combining the
                      Salary Reduction Contributions and compensation of all
                      eligible family members.

                      For purposes of this paragraph (f), an "eligible
                      Participant" is any Employee of a Participating Employer
                      who is authorized under the terms of the Plan to make
                      Salary Reduction Contributions for the Plan Year.

                      In the event that one (1) of the tests set forth above is
                      not satisfied for any Plan Year, the excess Salary
                      Reduction Contributions (within the meaning of Section
                      401(k)(8)(B) of the Code), along with the earnings of the
                      Trust Fund allocable to such amount, must be distributed
                      to the affected Participant before the last day of the
                      immediately following Plan Year. The amount of excess
                      Salary Reduction Contributions for a highly compensated
                      Employee for a Plan Year shall be determined by the
                      leveling method described in Regulation Section
                      1.401(k)-1(f)(2). Prior to January 1, 1997, if an eligible
                      highly compensated Employee is subject to the family
                      aggregation rules because he is either a five percent (5%)
                      owner or one (1) of the ten (10) most highly compensated
                      Employees, the amount of excess Salary Reduction
                      Contributions for the family group (determined by the
                      leveling method described in Regulation Section
                      1.401(k)-(1)(f)(2)) shall be allocated among the family
                      members in proportion to the Salary Reduction Contribution
                      of each family member that is combined to determine the
                      actual deferral percentage.

                      The earnings or losses allocable to the excess
                      contributions for the Plan Year are determined by
                      multiplying net earnings or losses for the Plan Year



                                       25
<PAGE>   31

                      in the Participant's Salary Reduction Contribution Account
                      by a fraction. The numerator of the fraction is the amount
                      of the excess contributions on behalf of the Participant
                      for the Plan Year. The denominator of the fraction is the
                      total balance of the Participant's Salary Reduction
                      Contribution Account as of the last day of the Plan Year,
                      reduced by the gain allocable to such Account for the Plan
                      Year or increased by the loss allocable to such Account
                      for the Plan Year.

                      The earnings or losses for the period between the end of
                      the Plan Year and the date of the corrective distribution
                      shall be equal to ten percent (10%) of the earnings or
                      losses allocable to excess contributions for the Plan Year
                      multiplied by the number of calendar months that have
                      elapsed since the end of the Plan Year. For purposes of
                      determining the number of calendar months that have
                      elapsed, a distribution occurring on or before the 15th
                      day of the month will be treated as having been made on
                      the last day of the preceding month and the distribution
                      occurring after such 15th day will be treated as having
                      been made on the first day of the next month.

                      The amount of excess Salary Reduction Contributions to be
                      distributed under this paragraph (f) with respect to a
                      Participant for a Plan Year shall be reduced by any Salary
                      Reduction Contributions in excess of the amount
                      established by the Secretary of the Treasury pursuant to
                      Section 402(g) of the Code which were previously
                      distributed to such Participant for the Participant's
                      taxable year ending with or within such Plan Year.

               (g)    The distribution of a Participant's Salary Reduction
                      Contribution Account shall not commence prior to his
                      attainment of age fifty-nine and one-half (59 1/2), death,
                      Total and Permanent Disability, or other termination of
                      employment except upon his demonstration of financial
                      hardship in accordance with the provisions of Section
                      8.03.


                                       26
<PAGE>   32

                      Notwithstanding the foregoing, in the event of a
                      termination of the Plan without establishment of a
                      successor plan or upon the occurrence of other
                      circumstances defined in Section 401(k)(10) of the Code,
                      the distribution of a Participant's Salary Reduction
                      Account shall be permitted.

 4.03          VOLUNTARY EMPLOYEE CONTRIBUTIONS

               (a)    Each Plan Year each Participant may elect to contribute to
                      the Trust Fund as a Voluntary Employee Contribution an
                      amount equal to between one percent (1%) and eight percent
                      (8%) of his Compensation in integral percentages. A
                      Participant who elects to make Voluntary Employee
                      Contributions shall complete an authorization form as
                      prescribed by the Plan Administrator. The Participating
                      Employer shall deduct each Participant's Voluntary
                      Employee Contribution from his Compensation for each pay
                      period.

               (b)    Each Participant may change the rate of his Voluntary
                      Employee Contributions by filing a new authorization form
                      with the Participating Employer. The new rate shall become
                      effective as soon as practicable after receipt of the new
                      authorization form by the Participating Employer.

               (c)    Each Participant may discontinue his Voluntary Employee
                      Contributions at any time by notifying the Participating
                      Employer. The discontinuance will become effective as soon
                      as practicable following receipt of such notice by the
                      Participating Employer.

               (d)    The Company shall direct the Trustee to establish and
                      maintain a Voluntary Employee Contribution Account in the
                      name of each Participant who elects to make Voluntary
                      Employee Contributions pursuant to this Section 4.03.

               (e)    The Voluntary Employee Contributions shall satisfy one (1)
                      of the nondiscrimination tests described in Section
                      5.07(b) of the Plan.


                                       27
<PAGE>   33

 4.04          COMPANY CONTRIBUTION

               (a)    While this Plan does not require contributions on behalf
                      of any Participant who is a member of a collective
                      bargaining unit, it is understood that the Participating
                      Employer will comply with the terms of any applicable
                      collective bargaining agreement regarding the time and
                      amount of contributions to the Trust Fund on behalf of
                      Participants who are Employees and members of a collective
                      bargaining unit.

               (b)    While this Plan does not require contributions on behalf
                      of any Participant who is not a member of any collective
                      bargaining unit, it is understood that the Participating
                      Employer will observe the terms of its policies regarding
                      contributions to the Trust Fund on behalf of Participants
                      who are Employees but not members of any collective
                      bargaining unit and not salaried, which policies may vary
                      according to location.

               (c)    With regard to Participants who are salaried Employees and
                      not members of any collective bargaining unit, the
                      Employer may (but is not required to) contribute to the
                      Trust Fund on behalf of such Participants in such amounts
                      as it determines from time to time. Notwithstanding the
                      preceding sentence, for each Plan Year beginning on or
                      after January 1, 2001, the Employer shall contribute to
                      the Trust Fund, on behalf of each Participant who is a
                      salaried



                                       28
<PAGE>   34


                      Employee and not a member of any collective bargaining
                      unit, a percentage of such Participant's Compensation for
                      the Plan Year, as follows:

                         Sum of Attained Age and Years of
                         Vesting Service as of the               Percentage of
                         first day of the Plan Year              Compensation

                         Under 35                                2.00%
                         35 but less than 45                     3.00%
                         45 but less than 55                     4.00%
                         55 but less than 65                     5.00%
                         65 but less than 75                     6.00%
                         75 but less than 85                     7.00%
                         over 85                                 8.00%


               (d)    Company Contributions shall be paid to the Trustee
                      monthly, but not later than the time prescribed by law for
                      filing the Company's Federal income tax return for the
                      year, including any extensions thereof. Notwithstanding
                      the preceding sentence, effective as of January 1, 2001,
                      Company Contributions shall be paid to the Trust no later
                      than the time prescribed by law for filing the Company's
                      Federal income tax return for the year, including any
                      extensions thereof.

               (e)    Notwithstanding the above, Company Contributions, Company
                      Matching Contributions, and Salary Reduction Contributions
                      for any year shall not exceed the maximum amount
                      deductible by the Participating Employer for such year for
                      Federal income tax purposes under Section 404 of the Code.
                      All Company Contributions, Company Matching Contributions,
                      and Salary Reduction Contributions are specifically
                      conditioned on their deductibility under Section 404 of
                      the Code.

4.05           SPECIAL RULES RELATING TO REEMPLOYED VETERANS

               (a)    Effective October 13, 1996, if a Participant who had been
                      in Qualified Military Service returns to employment with
                      the Participating Employer or



                                       29
<PAGE>   35

                      an Affiliate in accordance with the provisions of USERRA,
                      such Participant may make additional Salary Reductions
                      Contributions in accordance with the provisions of this
                      Section 4.05, but only to the extent required by USERRA
                      and regulations thereunder.

               (b)    The amount of additional Salary Reduction Contributions
                      that a Participant may make is the maximum amount of
                      Salary Reduction Contributions that the Participant would
                      have been permitted to make under the provisions of
                      Section 4.02 during the Participant's period of Qualified
                      Military Service if the individual had continued to be
                      employed by the Employer during such period and received
                      Compensation determined under Section 4.05(c). The amount
                      determined under the preceding sentence shall be reduced
                      by any Salary Reduction Contributions that the Participant
                      actually made to the Plan during the period of such
                      Qualified Military Service. The Participant may elect to
                      make additional Salary Reduction Contributions in an
                      amount that is less than the amount determined under this
                      Section 4.05(b).

               (c)    A Participant who is in Qualified Military Service shall
                      be treated as receiving Compensation from the
                      Participating Employer during the period of Qualified
                      Military Service equal to:

                      (1)     The Compensation the Participant would have
                              received during such period if the Participant
                              were not in Qualified Military Service, determined
                              based on the rate of Compensation the Participant
                              would have received from the Participating
                              Employer if the Participant had not been absent
                              from work during the period of Qualified Military
                              Service; or

                      (2)     If the Compensation the Participant would have
                              received during such period is not reasonably
                              certain, the Participant's average Compensation
                              from the Participating Employer during the
                              twelve-month period immediately preceding the
                              Qualified Military Service,



                                       30
<PAGE>   36

                              or if shorter, the period of employment
                              immediately preceding the Qualified Military
                              Service.

               (d)    A Participant who is employed by the Employer in
                      accordance with Section 4.05 must make additional Salary
                      Reduction Contributions, if any, during the period that
                      begins on the Participant's Reemployment Date with the
                      Employer and has the same length as the lesser of:

                      (1)     Three (3) times the Participant's period of
                              Qualified Military Service; or

                      (2)     Five (5) years.

               (e)    If a Participant makes additional Salary Reduction
                      Contributions pursuant to the provisions of this Section
                      4.05, the Employer shall make a Company Contribution with
                      respect to any such additional Salary Reduction
                      Contributions which would have been required had such
                      Salary Reduction Contributions actually been made during
                      the period of Qualified Military Service.

               (f)    Earnings shall be allocated with respect to additional
                      Salary Reduction Contributions in accordance with the
                      provisions of Section 5.02 only after such Contributions
                      have been made to the Plan. Forfeitures shall not be
                      allocated to the Accounts of any Participant with respect
                      to a period of Qualified Military Service.

               (g)    Salary Reduction Contributions and Company Contributions
                      made in accordance with the provisions of this Section
                      4.05 shall not be subject to the limits imposed by
                      Sections 402(g) and 415 of the Code (contained in Sections
                      4.02 and 5.05 of the Plan) with respect to the Plan Year
                      in which such contributions are made, but shall be subject
                      to such limits with respect to the Plan Year to which such
                      contributions relate.


                                       31
<PAGE>   37

               (h)    Salary Reduction Contributions and Company Contributions
                      made in accordance with the provisions of this Section
                      4.05 shall not be included in the nondiscrimination tests
                      under Section 3.04(f) or 5.07(b) or in determining whether
                      the Plan is Top-heavy under the provisions of Article X
                      either for the Plan Year in which such contributions are
                      made or for the Plan Year to which contributions relate.




                                       32
<PAGE>   38


                                    ARTICLE V
                    ALLOCATIONS, ACCOUNTING, AND ADJUSTMENTS


 5.01          COMPOSITION OF TRUST FUND

               All amounts contributed to the Plan, as increased or decreased by
               income, expenditure, appreciation, and depreciation, shall
               constitute a single fund known as the Trust Fund. A separate
               Company Contribution Account shall be maintained for each
               Participant. Additional Accounts shall be maintained for each
               Participant as required by Article IV and Article IX.

 5.02          ALLOCATION OF EARNINGS TO ACCOUNTS

               Earnings shall be allocated to the Accounts of all Participants
               daily by credit or deduction therefrom, as the case may be, of a
               portion of the increase or decrease in the value of the
               respective investment funds of the Trust Fund since the preceding
               day attributable to interest, dividends, changes in market value,
               expenses, and gains and losses realized from the sale of assets.
               Such allocation shall be made in the proportion that the opening
               balance of each such Account invested in such investment fund
               bears to the total of the opening balances of all such Accounts
               invested in the investment fund.

 5.03          TIMING OF ALLOCATION OF COMPANY CONTRIBUTIONS AND COMPANY
               MATCHING CONTRIBUTIONS

               At the time the contributions are received by the Trustee, the
               Company Contributions and Company Matching Contributions shall be
               allocated according to the allocation procedures in Section 5.07.
               Notwithstanding the preceding sentence, Company Contributions
               attributable to a Plan Year received by the Trustee after the end
               of such Plan Year shall be considered allocated as of the end of
               such Plan Year for purposes of Sections 5.05 and 5.06.


                                       33
<PAGE>   39

 5.04          ALLOCATION OF OTHER CONTRIBUTIONS

               At the time the contributions are received by the Trustee, Salary
               Reduction Contributions and Voluntary Employee Contributions made
               to the Plan during such month by or on behalf of each Participant
               shall be credited to such Participant's appropriate Account.
               Notwithstanding the preceding sentence, Salary Reduction
               Contributions and Voluntary Employee Contributions attributable
               to a Plan Year received by the Trustee after the end of such Plan
               Year shall be considered allocated as of the end of such Plan
               Year for purposes of Sections 5.05 and 5.06.

 5.05          MAXIMUM ANNUAL ADDITIONS

               (a)    The sum of the following additions to a Participant's
                      Accounts in any Limitation Year shall not exceed the
                      lesser of (1) thirty thousand dollars ($30,000) or (2)
                      twenty-five percent (25%) of the Participant's
                      compensation for such Limitation Year:

                      (1)     The Company Contributions and Company Matching
                              Contributions allocated to such Participant's
                              Company Contribution Account.

                      (2)     The Salary Reduction Contributions allocated to
                              such Participant's Salary Reduction Contribution
                              Account.

                      (3)     The Forfeitures, if any, allocated to such
                              Participant's Company Contribution Account.

                      (4)     The Voluntary Employee Contributions allocated to
                              such Participant's Voluntary Employee Contribution
                              Account.


                                       34
<PAGE>   40

               (b)    If, as a result of the allocation of Forfeitures, a
                      reasonable error in estimating a Participant's annual
                      compensation, or such other facts and circumstances to
                      which Internal Revenue Service Regulation 1.415-6 would be
                      applicable, the additions to a Participant's Accounts
                      under Section 5.05(a) in any Limitation Year would be in
                      excess of the maximum annual limits, his Voluntary
                      Employee Contributions shall be returned to him to the
                      extent necessary to bring the additions within the
                      required limits. If the additions to such Participant's
                      Accounts would still remain in excess of the maximum
                      annual limits, his Salary Reduction Contributions
                      otherwise allocable shall be allocated to a suspense
                      account to the extent necessary to bring the additions
                      within the required limits. Such suspense account shall
                      share in the allocation of earnings under Section 5.02 and
                      shall be allocated to the Salary Reduction Contribution
                      Account of such Participant in future Limitation Years. If
                      the additions to such Participant's Accounts would still
                      remain in excess of the maximum annual limits, amounts
                      otherwise allocable to the Company Contribution Account of
                      such Participant for such Limitation Year shall be
                      allocated to a suspense account in an amount necessary to
                      bring the additions within the maximum annual limits which
                      shall share in the allocation of earnings under Section
                      5.02 and shall be allocated to the Company Contribution
                      Account of such Participant in future Limitation Years or
                      as otherwise provided by Internal Revenue Service
                      Regulation Section 1.415-6.

               (c)    For purposes of this Section 5.05, this Plan and any other
                      qualified defined contribution plan maintained by the
                      Company, a Participating Employer, or an Affiliate shall
                      be considered as a single defined contribution plan if a
                      Participant is a participant in both plans. Amounts
                      allocated in Limitation Years beginning after March 31,
                      1984 to a Participant's individual medical benefit
                      account, as defined in Section 415(l)(2) of the Code,
                      which is part of a defined benefit plan maintained by the
                      Company, a Participating Employer, or an Affiliate shall
                      be treated as annual additions to a defined contribution
                      plan. Amounts derived from contributions paid or accrued


                                       35
<PAGE>   41

                      after December 31, 1985, in taxable years ending after
                      such date, which are attributable to post-retirement
                      medical benefits allocated to the separate account of a
                      Participant who is a key employee, as defined in Section
                      419A(d) of the Code, under a welfare benefit fund, as
                      defined in Section 419(e) of the Code, maintained by the
                      Company, a Participating Employer, or an Affiliate, shall
                      be treated as annual additions to a defined contribution
                      plan. Notwithstanding the foregoing, the compensation
                      limit described above shall not apply to any contribution
                      for medical benefits (within the meaning of Section
                      419A(f)(2) of the Code) after separation from service
                      which is otherwise treated as an annual addition under
                      Section 415(l)(1) of the Code. If a reduction is necessary
                      under paragraph (b), then the reduction shall first be
                      made to the annual additions under this Plan.

               (d)    Inclusions. Solely for the purpose of applying the
                      limitations of Section 5.05, the compensation of a
                      Participant includes:

                      (1)     Effective January 1, 1998, a Participant's wages,
                              salaries, fees for professional services, any
                              elective deferrals as defined in Section 402(g)(3)
                              of the Code, any amount which is contributed or
                              deferred by the Participating Employer or an
                              Affiliate at the election of the Participant and
                              which is not includable in the gross income of the
                              Participant by reason of Section 125 of the Code,
                              and other amounts received (without regard to
                              whether or not an amount is paid in cash) for
                              personal services actually rendered in the course
                              of employment with the Participating Employer or
                              Affiliate to the extent that the amounts are
                              includable in gross income (including, but not
                              limited to, commissions paid to salesmen,
                              compensation for services on the basis of a
                              percentage of profits, commissions on insurance
                              premiums, tips, bonuses, fringe benefits,
                              reimbursements, and expense allowances);

                      (2)     In the case of a Participant who is an employee
                              within the meaning of Section 401(c)(1) of the
                              Code and the regulations thereunder, the




                                       36
<PAGE>   42

                              Participant's earned income (as described in
                              Section 401(c)(2) of the Code and the regulations
                              thereunder);

                      (3)     Amounts described in Sections 104(a)(3), 105(a),
                              and 105(h) of the Code, but only to the extent
                              these amounts are includable in the gross income
                              of the Participant;

                      (4)     Amounts paid or reimbursed by the Participating
                              Employer or Affiliate for moving expenses incurred
                              by a Participant, but only to the extent that
                              these amounts are not deductible by the
                              Participant under Section 217 of the Code;

                      (5)     The value of a nonqualified stock option granted
                              to a Participant by the Participating Employer or
                              Affiliate, but only to the extent that the value
                              of the option is includable in the gross income of
                              the Participant for the taxable year in which
                              granted; and

                      (6)     The amount includable in the gross income of a
                              Participant upon making the election described in
                              Section 83(b) of the Code.

               (e)    Exclusions from compensation. Solely for the purpose of
                      applying the limitations of Section 5.05, the compensation
                      of a Participant excludes:

                      (1)     Employer contributions to a plan of deferred
                              compensation (other than as defined in Section
                              402(g)(3) of the Code) which are not included in
                              the Participant's gross income for the taxable
                              year in which contributed, Employer contributions
                              under a simplified employee pension plan to the
                              extent such contributions are excluded from the
                              Participant's gross income, or any distributions
                              from a plan of deferred compensation;


                                       37
<PAGE>   43

                      (2)     Amounts realized from the exercise of a
                              nonqualified stock option, or when restricted
                              stock (or property) held by the Participant either
                              becomes freely transferable or is no longer
                              subject to substantial risk of forfeiture;

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

                      (4)     Effective January 1, 1998, other amounts which
                              receive special tax benefits (other than those
                              excluded from the gross income of the Participant
                              by reason of Section 125 of the Code), or
                              contributions made by the Employer (whether or not
                              under a salary reduction agreement) toward the
                              purchase of an annuity described in Code Section
                              403(b) (whether or not the amounts are actually
                              excludable from the gross income of the
                              Participant).

 5.06          PARTICIPATION IN DEFINED BENEFIT PLAN

               (a)    If any Participant has also participated in any qualified
                      defined benefit plan maintained by the Company, a
                      Participating Employer, or an Affiliate, the sum of the
                      defined benefit plan fraction and the defined contribution
                      plan fraction for any Limitation Year shall not exceed
                      1.0. In the event this limitation would otherwise be
                      exceeded in any Limitation Year, the Participant's
                      benefits under the defined benefit plan shall be limited
                      to the extent necessary.

               (b)    The defined contribution plan fraction for any Limitation
                      Year is a fraction, the numerator of which is the sum of
                      the annual additions to the Participant's Accounts as of
                      the close of the Limitation Year under this Plan and the
                      denominator of which is the sum of the lesser of the
                      following amounts



                                       38
<PAGE>   44



                      determined for such Limitation Year and each prior year of
                      service with the Company, Participating Employer, or
                      Affiliate:

                      (1)     The product of 1.25 multiplied by the dollar
                              limitation in effect under Section 415(c)(1)(A) of
                              the Code for such Limitation Year; or

                      (2)     The product of 1.4 multiplied by the amount which
                              may be taken into account under Section
                              415(c)(1)(B) of the Code for such Limitation Year.

                      The annual additions for any Limitation Year beginning
                      before January 1, 1987 shall not be recomputed to treat
                      all Employee Contributions as annual additions.

               (c)    The defined benefit plan fraction for any Limitation Year
                      is a fraction, the numerator of which is the projected
                      annual benefit of the Participant under such plan
                      (determined as of the close of its limitation year) and
                      the denominator of which is the lesser of:

                      (1)     The product of 1.25 multiplied by the maximum
                              dollar limitation in effect under Section
                              415(b)(1)(A) of the Code for such Limitation Year;
                              or

                      (2)     The product of 1.4 multiplied by the amount which
                              may be taken into account under Section
                              415(b)(1)(B) of the Code for such Limitation Year.

               (d)    If the Plan satisfied the applicable requirements of
                      Section 415 of the Code as in effect for all Limitation
                      Years beginning before January 1, 1987, an amount shall be
                      subtracted from the numerator of the defined contribution
                      plan fraction (not exceeding such numerator), as
                      prescribed by the Secretary of the Treasury, so that the
                      sum of the defined benefit plan fraction and



                                       39
<PAGE>   45

                      the defined contribution plan fraction computed under
                      Section 415(e)(1) of the Code does not exceed one (1).

               (e)    For purposes of this Section 5.06, all defined benefit or
                      defined contribution plans shall be treated as one (1)
                      plan by class.

               (f)    Notwithstanding the foregoing, the provisions of this
                      Section 5.06 shall cease to apply for any Limitation Year
                      beginning after December 31, 1999.

 5.07           ALLOCATION OF COMPANY CONTRIBUTIONS AND COMPANY MATCHING
                CONTRIBUTIONS

               (a)    The Company Contributions and Company Matching
                      Contributions shall be allocated as follows:

                      (1)     Company Contributions made pursuant to Section
                              4.04(a) shall be allocated among the members of
                              the particular bargaining unit in accordance with
                              the rates and factors specified in the applicable
                              collective bargaining agreement. Company
                              Contributions made pursuant to Section 4.04(b)
                              shall be allocated among the Participants on whose
                              behalf contributions are made under that Section
                              in accordance with the rates and factors specified
                              in the applicable policy of the Participating
                              Employer. Company Contributions made pursuant to
                              Section 4.04(c) shall be allocated among the
                              Participants eligible to share in such Company
                              Contribution in the proportion that each
                              Participant's Compensation bears to the
                              Compensation of all Participants eligible to share
                              in such Company Contribution for the Plan Year.
                              Notwithstanding the preceding sentence, for Plan
                              Years beginning on or after January 1, 2001,
                              Company Contributions made pursuant to Section
                              4.04(c) shall be allocated among the Participants
                              eligible to share in such Company Contributions in
                              accordance with the percentages described in
                              Section 4.04(c), on the basis of each



                                       40
<PAGE>   46

                              such Participant's Compensation for each Company
                              pay-period. All Company Contributions shall be
                              allocated to the Company Contribution Accounts of
                              the eligible Participants.

                      (2)     The Company Matching Contributions shall be
                              allocated to the Company Contribution Accounts of
                              eligible Participants who made Salary Reduction
                              Contributions for such Plan Year. Such allocation
                              shall be based on the contribution rate set forth
                              in Section 4.01 of the Plan.

               (b)    The Company Matching Contributions and any Voluntary
                      Employee Contributions for any Plan Year shall satisfy one
                      (1) of the following nondiscrimination tests contained in
                      Section 401(m) of the Code:

                      (1)     Effective January 1, 1997, the contribution
                              percentage for the Plan Year for eligible
                              Participants who are highly compensated Employees
                              as a group is not more than one and one-quarter (1
                              1/4) times the contribution percentage for the
                              same Plan Year for all other eligible Participants
                              as a group; or

                      (2)     Effective January 1, 1997, the contribution
                              percentage for the Plan Year for eligible
                              Participants who are highly compensated Employees
                              as a group is not more than two (2) percentage
                              points (or such lesser amount as the Secretary of
                              the Treasury shall prescribe to prevent the
                              multiple use of this alternative limitation with
                              respect to any highly compensated Employee)
                              greater than, and not more than two (2) times, the
                              contribution percentage for the same Plan Year for
                              all other eligible Participants as a group.

                              If the Company elects to change the testing
                              method, the Plan must be amended to reflect such
                              change. The Plan may change from the current year
                              testing method to the prior year testing method
                              only if



                                       41
<PAGE>   47

                              the Plan meets the requirements for changing to
                              prior year testing set forth in Internal Revenue
                              Service Notice 98-1 (or superseding guidance).

               (c)    For purposes of this Section 5.07, the following
                      definitions shall apply:

                      (1)     A "highly compensated Employee" for a Plan Year is
                              as defined in Section 4.02(f).

                      (2)     The "contribution percentage" for a Plan Year for
                              a group of eligible Participants is the average of
                              the ratios (calculated separately for each
                              eligible Participant in such group) of the Company
                              Matching Contributions allocated to an eligible
                              Participant's Company Contribution Account plus
                              the Voluntary Employee Contributions credited to
                              an eligible Participant's Voluntary Employee
                              Contribution Account for the Plan Year to the
                              eligible Participant's compensation, as defined in
                              Section 414(s) of the Code, for the Plan Year. The
                              contribution percentage of an eligible Participant
                              who is a "highly compensated Employee" for the
                              Plan Year and who is eligible to make employee
                              contributions or to receive matching
                              contributions, as defined in Section 401(m)(4) of
                              the Code, under two (2) or more plans described in
                              Section 401(a) of the Code that are maintained by
                              the Participating Employer or an Affiliate shall
                              be determined as if all such contributions were
                              made under a single plan. Prior to January 1,
                              1997, if an eligible highly compensated Employee
                              is subject to the family aggregation rules because
                              he is either a five percent (5%) owner or one (1)
                              of the ten (10) most highly compensated Employees,
                              the contribution percentage for the family group
                              (which is treated as one (1) highly compensated
                              Employee) shall be determined by combining the
                              Company Matching Contributions, the Voluntary
                              Employee Contributions, and the compensation of
                              all eligible family members.


                                       42
<PAGE>   48

                      An "Eligible Participant" is any Employee who is
                      authorized to receive Company Matching Contributions or is
                      authorized to make Voluntary Employee Contributions under
                      the terms of the Plan for the Plan Year.

               (d)    In the event that one (1) of the tests set forth in
                      paragraph (b) is not satisfied for any Plan Year, the
                      excess aggregate Company Matching Contributions and
                      Voluntary Employee Contributions (within the meaning of
                      Section 401(m)(6)(B) of the Code), along with the earnings
                      of the Trust Fund allocable to such amount, shall, before
                      the last day of the immediately following Plan Year:

                      (1)     To the extent not vested, be forfeited and
                              allocated, after all other Forfeitures under the
                              Plan, in the same manner as such other
                              Forfeitures; and

                      (2)     To the extent vested, be distributed to the
                              affected Participant.

                      Notwithstanding the foregoing, no Forfeitures arising
                      under this paragraph shall be allocated to the Company
                      Contribution Account of any eligible Participant who is a
                      highly compensated Employee.

                      The amount of excess aggregate Company Matching
                      Contributions and Voluntary Employee Contributions for a
                      highly compensated Employee for a Plan Year shall be
                      determined by the leveling method described in Regulation
                      Section 1.401(m)-1(e)(2). Prior to January 1, 1997, if an
                      eligible highly compensated Employee is subject to the
                      family aggregation rules because he is either a five
                      percent (5%) owner or one (1) of the ten (10) most highly
                      compensated Employees, the amount of excess aggregate
                      Company Matching Contributions and Voluntary Employee
                      Contributions for the family group (determined by the
                      leveling method described in Regulation Section
                      1.401(m)-(1)(e)(2)) shall be allocated among the family



                                       43
<PAGE>   49

                      members in proportion to the Company Matching Contribution
                      and Voluntary Employee Contributions of each family member
                      that is combined to determine the contribution percentage.

                      The earnings or losses allocable to the excess aggregate
                      contributions for the Plan Year are determined by
                      multiplying net earnings or losses for the Plan Year in
                      the Participant's Company Contribution Account and
                      Voluntary Employee Contribution Account by a fraction. The
                      numerator of the fraction is the amount of the excess
                      aggregate contributions on behalf of the Participant for
                      the Plan Year. The denominator of the fraction is the
                      total balance of the Participant's Company Contribution
                      Account and Voluntary Employee Contribution Account as of
                      the last day of the Plan Year, reduced by the gain
                      allocable to such Account for the Plan Year or increased
                      by the loss allocable to each such Account for the Plan
                      Year.

                      The earnings or losses for the period between the end of
                      the Plan Year and the date of reallocation or corrective
                      distribution shall be equal to ten percent (10%) of the
                      earnings or losses allocable to excess aggregate
                      contributions for the Plan Year multiplied by the number
                      of calendar months that have elapsed since the end of the
                      Plan Year. For purposes of determining the number of
                      calendar months that have elapsed, a distribution
                      occurring on or before the 15th day of the month will be
                      treated as having been made on the last day of the
                      preceding month and the distribution occurring after such
                      15th day will be treated as having been made on the first
                      day of the next month.


                                       44
<PAGE>   50

 5.08          PARTICIPANT ELECTION OF INVESTMENT FUNDS

               Each Participant in the Plan may elect the investment fund or
               funds in which his Accounts shall be invested. Each such election
               shall be made in writing on forms to be furnished by the Plan
               Administrator and shall specify that portion of the Participant's
               existing Account Balance on the date of such election to be
               invested in each respective investment fund established by the
               Company. Each of the Participant's Accounts shall be invested in
               the same proportions in each investment fund. Changes in the
               Account Balances invested in the specified funds due to earnings
               and losses shall not require reallocation of the Account Balances
               in the specified proportions unless subsequently elected by the
               Participant.

               A Participant may change his investment fund elections regarding
               existing Account Balances and future contributions and
               Forfeitures in accordance with procedures established by the Plan
               Administrator. Such change shall be effective as of the close of
               business on the day appropriate notice is provided.

               If no election form has been executed by the Participant and
               submitted to the Trustee by the Plan Administrator, the entire
               Account shall be invested in the investment fund designated by
               the Plan Administrator.



                                       45
<PAGE>   51



                                   ARTICLE VI
                                     VESTING


 6.01          COMPANY CONTRIBUTION ACCOUNT

               A Participant shall have a fully vested, nonforfeitable interest
               in his Company Contribution Account on the first to occur of the
               following events (regardless of the number of completed Years of
               Vesting Service):

               (a)    His attainment of Early Retirement Age or Normal
                      Retirement Age;

               (b)    The date on which he shall be determined to have a Total
                      and Permanent Disability;

               (c)    The date of his death; or

               (d)    Upon the completion of the number of Years of Vesting
                      Service required for full vesting.

               Notwithstanding the foregoing, any Participant who was an active
               Employee of Florida Ladder Company on January 1, 1996 shall have
               a fully vested, nonforfeitable interest in his Company
               Contribution Account as of such date (regardless of the number of
               completed Years of Vesting Service); provided, however that this
               provision shall not apply to any such Participant who was a
               "highly compensated Employee" on such date.

 6.02          TERMINATION OF EMPLOYMENT

               (a)    If a Participant terminates employment with all
                      Participating Employers and Affiliates prior to January 1,
                      2001, for any reason other than Total and Permanent
                      Disability or death and before his Early or Normal
                      Retirement



                                       46
<PAGE>   52

                      Age, he shall be vested in the percentage of his Company
                      Contribution Account set forth in the following table:

                              Completed Years of           Vested
                               Vesting Service           Percentage

                                 Less than 5                 0%
                                  5 or more                 100%

                      If a Participant terminates employment with all
                      Participating Employers and Affiliates on or after January
                      1, 2001, for any reason other than Total and Permanent
                      Disability or death and before his Early or Normal
                      Retirement Age, he shall be vested in the percentage of
                      his Company Contribution Account set forth in the
                      following table:

                              Completed Years of           Vested
                               Vesting Service           Percentage

                                 Less than 3                 0%
                              3 but less than 4              25%
                              4 but less than 5              50%
                                  5 or more                 100%

               (b)    The portion of the Participant's Company Contribution
                      Account in which he is not vested at his termination of
                      employment shall be declared a Forfeiture upon such
                      termination of employment. Such Forfeiture shall be used
                      first to restore previously forfeited amounts to other
                      Participants, and then to reduce the Company's future
                      contributions. Any person who terminates employment with
                      no vested interest in his Accounts shall be deemed to have
                      had an immediate distribution of the vested portion of his
                      Accounts at the time of his termination of employment. If
                      the Participant who is reemployed before incurring five
                      (5) consecutive Breaks in Service shall again terminate
                      his employment under circumstances in which he is not
                      fully vested in his Company Contribution Account, such
                      Participant's vested balance in his Company Contribution
                      Account shall be determined by adding to the amount
                      actually held by the Trust any amount previously


                                       47
<PAGE>   53

                      distributed to him. The vested percentage shall be applied
                      to this total, the amount of any previous distributions
                      shall be subtracted, and the remaining amount shall be his
                      vested balance in his Company Contribution Account.

               (c)    If the Participant returns to the employ of a
                      Participating Employer or Affiliate before he incurs five
                      (5) consecutive Breaks in Service, the portion of his
                      Company Contribution Account that had been forfeited shall
                      be reinstated to his Company Contribution Account in full,
                      unadjusted by any gains or losses occurring subsequent to
                      the Valuation Date immediately preceding his termination
                      of employment, by using the Forfeitures during the Plan
                      Year in which his reemployment occurred. If the
                      Forfeitures in the year of reemployment are insufficient
                      to restore the forfeited amount, the remainder shall be
                      restored by a Company Contribution. Such a Participant
                      shall continue vesting in such Account. If the Participant
                      incurs five (5) consecutive Breaks in Service, he shall
                      not regain any interest in any Forfeiture.

 6.03          EFFECT OF BREAKS IN SERVICE

               If a Participant or Employee incurs five (5) or more consecutive
               Breaks in Service and is thereafter reemployed by a Participating
               Employer or Affiliate, he shall regain his Years of Vesting
               Service earned before such Breaks in Service upon such
               reemployment. However, he shall not regain any interest in any
               Forfeiture. If a Participant or other Employee incurs fewer than
               five (5) consecutive Breaks in Service and is thereafter
               reemployed by a Participating Employer or Affiliate, he shall
               regain his Years of Vesting Service earned before such Breaks in
               Service and any Forfeiture shall be restored pursuant to Section
               6.02.



                                       48
<PAGE>   54

 6.04          SALARY REDUCTION CONTRIBUTION ACCOUNT AND VOLUNTARY EMPLOYEE
               CONTRIBUTION ACCOUNT

               A Participant shall at all times have a fully vested,
               nonforfeitable interest in his Salary Reduction Contribution
               Account and Voluntary Employee Contribution Account.



                                       49
<PAGE>   55


                                   ARTICLE VII
                           TIME AND METHOD OF PAYMENT


 7.01          MANNER OF PAYMENT

               (a)    Whenever the Plan Administrator shall direct the Trustee
                      to make payment to a Participant upon termination of the
                      Participant's employment (whether by reason of retirement,
                      Total and Permanent Disability, or for any other reason
                      other than death), the Plan Administrator shall direct the
                      Trustee to pay the vested percentage of the Participant's
                      Account Balance (determined as of the Valuation Date
                      preceding his Annuity Starting Date) to or for the benefit
                      of the Participant as of the payment date and in such of
                      the following ways as the Participant shall elect:

                      (1)     In a lump sum;

                      (2)     In the form of an annuity; or

                      (3)     If the Participant has attained his Early
                              Retirement Age or Normal Retirement Age, in such
                              form and subject to such rules as set forth in
                              subsection (c) below.

                      Notwithstanding the foregoing, if the vested value of the
                      Participant's Account Balance (determined as of the
                      Valuation Date preceding his Annuity Starting Date) is
                      five thousand dollars ($5,000) or less (three thousand
                      five hundred dollars ($3,500) prior to January 1, 1998),
                      payment shall be made as soon as practicable in one (1)
                      lump sum. If the Participant does not make an election of
                      form of payment, payment shall be made in a lump sum.


                                       50
<PAGE>   56

               (b)    If the Participant elects payment in the form of an
                      annuity, the provisions of this paragraph (b) and Section
                      7.02 shall apply. If a Participant is legally married on
                      the Annuity Starting Date, payment to the Participant
                      shall be made in the form of a Qualified Joint and
                      Survivor Annuity, unless an optional form of payment is
                      selected pursuant to a qualified election, as described in
                      Section 7.02.

                      If a Participant is not married on the Annuity Starting
                      Date, payment to the Participant shall be made in the form
                      of a Life Annuity, unless an optional form of payment is
                      selected pursuant to a qualified election, as described in
                      Section 7.02.

                      Notwithstanding the foregoing, if the value of the
                      Participant's vested Account Balance (determined as of the
                      Valuation Date preceding his Annuity Starting Date) is
                      five thousand dollars ($5,000) or less (three thousand
                      five hundred dollars ($3,500) prior to January 1, 1998),
                      payment shall be made as soon as practicable in one (1)
                      lump sum.

               (c)    If a Participant has attained his Early Retirement Age
                      Normal Retirement Age, he may elect in writing to have
                      distributed to him a portion of his vested Account
                      Balance.

                      The Participant may elect a single, partial distribution
                      or a schedule of installment payments to be made monthly,
                      quarterly or annually. The timing and amount of scheduled
                      installment payments may be changed no more frequently
                      than once per calendar year. Partial distributions are
                      limited as follows:

                      (1)     No more than one partial distribution may be made
                              in any calendar quarter; and


                                       51
<PAGE>   57

                      (2)     The minimum amount of a partial distribution is
                              the lesser of $1,000 or the Participant's vested
                              Account Balance.

 7.02          OPTIONAL FORMS OF PAYMENT

               (a)    Any Participant may choose to receive payment of his
                      vested Account Balance in a form of annuity other than the
                      applicable normal form following his termination of
                      employment by making a qualified election, as described in
                      paragraph (b) below.

                      In addition, a married Participant may choose to receive
                      payment in the form of a Life Annuity by making a
                      qualified election, as described in paragraph (b) of this
                      Section 7.02. Notwithstanding the foregoing, distribution
                      may not be made over any period that exceeds:

                      (1)     The life of the Participant;

                      (2)     The life of the Participant and a designated
                              Beneficiary;

                      (3)     A period certain not extending beyond the life
                              expectancy of the Participant; or

                      (4)     A period certain not extending beyond the joint
                              and last survivor expectancy of the Participant
                              and a designated Beneficiary.

               (b)    To make a qualified election, a married Participant must
                      waive his right to the Qualified Joint and Survivor
                      Annuity within the ninety (90) day period ending on the
                      Annuity Starting Date. An unmarried Participant must waive
                      his right to the Life Annuity in the same manner as if it
                      were a waiver of the Qualified Joint and Survivor Annuity.
                      A married Participant's spouse must consent to his waiver
                      of the Qualified Joint and Survivor Annuity. The spouse's
                      consent to the waiver must be in writing, must acknowledge


                                       52
<PAGE>   58

                      the effect of the waiver, and must specify both the
                      optional form of benefit selected and the specific
                      Beneficiary designated, if applicable.

                      In order to be valid, the spousal consent must be
                      witnessed by a Plan representative or a notary public.
                      Such spousal consent shall be revocable by the spouse at
                      any time prior to the Annuity Starting Date.

                      Notwithstanding this consent requirement, if the
                      Participant establishes to the satisfaction of the Plan
                      Administrator that such written consent may not be
                      obtained because there is no spouse or the spouse cannot
                      be located, a waiver will be deemed a qualified election.
                      In the event that the spouse of a Participant is legally
                      incompetent to give consent, such consent may be given by
                      the spouse's legal guardian, which shall include the
                      Participant in the event the Participant is the legal
                      guardian of the spouse. In the event the Participant is
                      legally separated or has been abandoned, as provided by a
                      court order, spousal consent shall not be required, except
                      where otherwise provided by a Qualified Domestic Relations
                      Order.

                      Any consent necessary under this provision will be valid
                      only with respect to the spouse who signs the consent or,
                      in the event of a deemed qualified election, the
                      designated spouse. A revocation of a prior waiver may be
                      made by a Participant without the consent of the spouse at
                      any time before the Annuity Starting Date. The number of
                      revocations shall not be limited.

               (c)    The Plan Administrator shall provide to each Participant,
                      no less than thirty (30) days and no more than ninety (90)
                      days prior to the Annuity Starting Date, a written
                      explanation of:

                      (1)     The terms and conditions of a Qualified Joint and
                              Survivor Annuity or Life Annuity, as appropriate;


                                       53
<PAGE>   59

                      (2)     The Participant's right to make and the effect of
                              an election to waive the Qualified Joint and
                              Survivor Annuity or Life Annuity form of payment,
                              as appropriate;

                      (3)     The rights of the Participant's spouse;

                      (4)     The right to make and the effect of a revocation
                              of a previous election to waive the Qualified
                              Joint and Survivor Annuity or Life Annuity, as
                              appropriate; and

                      (5)     The relative values of the various forms of
                              benefit available under the Plan.

                      If a Participant dies after election of an optional form
                      but before the Annuity Starting Date, payment shall be
                      made in accordance with Section 7.04 of the Plan.

               (d)    Notwithstanding the provisions of Section 7.02(c), the
                      following additional procedures shall apply to the
                      distribution of benefits hereunder. If the Participant,
                      after having received the written explanation of the
                      Qualified Joint and Survivor Annuity or Life Annuity, as
                      applicable, affirmatively elects a form of distribution
                      and the spouse consents in writing to that form of
                      distribution, if necessary, the Annuity Starting Date may
                      be less than thirty (30) days after the written
                      explanation was provided to the Participant, and the
                      written explanation may be provided after the Annuity
                      Starting Date provided that the following requirements are
                      met:

                      (1)     The Plan Administrator provides information to the
                              Participant clearly indicating that the
                              Participant has a right to at least thirty (30)
                              days to consider whether to waive the Qualified
                              Joint and Survivor Annuity or Life Annuity, as
                              applicable, and consent to an alternative form of
                              distribution. The Participant (and, if the
                              Participant is mar-



                                       54
<PAGE>   60

                              ried, and if payment is to be made in a form other
                              than a joint and survivor annuity with the
                              Participant's spouse as Beneficiary, the
                              Participant's spouse) affirmatively waives the
                              requirement that the written explanation be
                              provided at least (30) days before the Annuity
                              Starting Date. In such event, payment may commence
                              less than thirty (30) days after the written
                              explanation is provided to the Participant. If the
                              written explanation is provided after the Annuity
                              Starting Date, the Participant (and, if the
                              Participant is married and if payment is to be
                              made in a form other than a joint or survivor
                              annuity with the Participant's spouse as
                              Beneficiary, the Participant's spouse)
                              affirmatively waives the requirement that
                              distribution must commence at least thirty (30)
                              days after the written explanation is provided. In
                              such event, payment may commence less than thirty
                              (30) days after the written explanation is
                              provided to the Participant.

                      (2)     The Participant is permitted to revoke an
                              affirmative distribution election at least until
                              the Annuity Starting Date, or, if later, at any
                              time prior to the expiration of the seven-day
                              period that begins the day after the explanation
                              of the Qualified Joint and Survivor Annuity or
                              Life Annuity is provided to the Participant.

                      (3)     Distribution in accordance with the affirmative
                              election does not commence before the expiration
                              of the seven-day period that begins the day after
                              the explanation of the Qualified Joint and
                              Survivor Annuity or Life Annuity is provided to
                              the Participant. If the written explanation is
                              provided after the Annuity Starting Date, payments
                              retroactive to such date shall be made to the
                              Participant when distribution commences.

               (e)    A Participant's life expectancy may be recalculated no
                      more frequently than annually; however, the life
                      expectancy of a nonspouse Beneficiary may not be
                      recalculated. All distributions shall be determined and
                      made in



                                       55
<PAGE>   61

                      accordance with Section 401(a)(9) of the Code, including
                      the minimum distribution incidental benefit requirements
                      of Proposed Regulation Section 1.401(a)9-2.

 7.03          TIME OF PAYMENT

               Subject to the provisions of Section 7.06, payment shall be made
               or shall commence as soon as reasonably practicable in accordance
               with the following:

               (a)    If the amount of the Participant's vested Account Balance
                      does not exceed five thousand dollars ($5,000) (three
                      thousand five hundred dollars ($3,500) prior to January 1,
                      1998), payment shall be made in a single lump sum as soon
                      as reasonably practicable following the Participant's
                      termination of employment; or

               (b)    If the amount of the Participant's vested Account Balance
                      exceeds five thousand dollars ($5,000) (three thousand
                      five hundred dollars ($3,500) prior to January 1, 1998)
                      payment shall be made as soon as reasonably practicable
                      following the date on which the Participant elects to
                      receive his benefit. Unless payment is made in the form of
                      a Qualified Joint and Survivor Annuity, the Participant's
                      spouse must consent in writing to the timing of the
                      distribution, in accordance with Section 7.4.
                      Notwithstanding the foregoing, effective January 1, 1989,
                      in all cases payment shall be made or shall commence no
                      later than the April 1 immediately following the year in
                      which the Participant attains the age of seventy and
                      one-half (70 1/2), even if he has not retired, except
                      that, effective January 1, 1997, such payment shall be
                      merely permissive (rather than mandatory) until April 1 of
                      the year following the year in which the Participant
                      attains age seventy and one-half (70 1/2) or retires,
                      whichever is later, as long as the Participant is not a
                      five percent (5%) owner (within the meaning of Section
                      401(a)(9) of the Code)



                                       56
<PAGE>   62



                      with respect to the Plan Year in which he attains age
                      seventy and one-half (70 1/2). The preceding sentence
                      shall not apply to a Participant who:

                      (1)     Has made a written election to receive his
                              benefits under the Plan at a later date in
                              accordance with Section 242(b) of the Tax Equity
                              and Fiscal Responsibility Act of 1982; or

                      (2)     Has attained age seventy and one-half (70 1/2)
                              before January 1, 1988 and who was not a five
                              percent (5%) owner of the Participating Employer
                              at any time during the Plan Year ending with or
                              within the calendar year in which such individual
                              attained age sixty-six and one-half (66 1/2) or
                              any subsequent Plan Year.

                Payment shall not be made before the Participant receives
                notification under Section 402(f) of the Code ("Special Tax
                Notice" regarding direct rollovers of eligible rollover
                distributions). In addition, payment shall not be made less than
                thirty (30) days after such notification unless the Participant
                is notified in writing that he is entitled to take up to thirty
                (30) days to consider his choice and, after receiving such
                notification, he affirmatively elects to waive the 30-day
                waiting period.

 7.04          PAYMENTS TO BENEFICIARIES

               (a)    If a Participant who has elected to receive benefits in
                      the form of an annuity dies before the Annuity Starting
                      Date, payment of his vested Account Balance shall be made
                      to the surviving spouse of the Participant in the form of
                      a Qualified Pre-retirement Survivor Annuity unless the
                      Participant either has no spouse or has designated another
                      Beneficiary in the manner described in this Section
                      7.04(a), or the spouse elects to receive payment in a
                      single lump sum. The surviving spouse may elect to receive
                      payment as soon as administratively feasible after the
                      Participant's death. Notwithstanding anything to the
                      contrary, if the Participant's vested Account



                                       57
<PAGE>   63

                      Balance is five thousand dollars ($5,000) (three thousand
                      five hundred dollars ($3,500) prior to January 1, 1998) or
                      less, payment will be made to the surviving spouse in a
                      single lump sum as soon as administratively feasible
                      following the Participant's death. In order for the
                      designation of a Beneficiary other than the spouse to be
                      valid, the designation must have been made after the first
                      day of the Plan Year in which the Participant attains age
                      thirty-five (35), the designation must contain a waiver of
                      the Qualified Pre-retirement Survivor Annuity, and the
                      Participant's spouse must consent in writing to the waiver
                      of the Qualified Pre-retirement Survivor Annuity and to
                      the specific nonspouse Beneficiary designation. A valid
                      spousal consent shall be witnessed by either a
                      representative of the Plan or a notary public and shall be
                      revocable by the spouse at any time prior to the Annuity
                      Starting Date. The Plan Administrator shall provide to
                      each Participant a written explanation of the Qualified
                      Pre-retirement Survivor Annuity within the applicable
                      period. With respect to any Participant, the applicable
                      period means whichever of the following periods ends last:

                      (1)     The period beginning with the first day of the
                              Plan Year in which the Participant attains age
                              thirty-two (32) and ending with the close of the
                              Plan Year preceding the Plan Year in which the
                              Participant attains age thirty-five (35);

                      (2)     A reasonable period ending after the individual
                              becomes a Participant; or

                      (3)     A reasonable period ending after Section
                              401(a)(11) of the Code first applies to the
                              Participant.

                      Notwithstanding the foregoing, in the case of a
                      Participant who separates from service before attaining
                      age thirty-five (35), the applicable period means the
                      period beginning one (1) year before the separation from
                      service



                                       58
<PAGE>   64

                      and ending one (1) year after such separation. The written
                      explanation of the Qualified Pre-retirement Survivor
                      Annuity shall provide comparable notice and information to
                      that described in Section 7.02 with respect to the
                      Qualified Joint and Survivor Annuity.

                      A married Participant may designate a nonspouse
                      Beneficiary prior to the first day of the Plan Year in
                      which the Participant attains age thirty-five (35) if a
                      written explanation of the benefit provided under this
                      Section 7.04 is given to the Participant by the Plan
                      Administrator within a reasonable period prior to the time
                      of the designation. Such early nonspouse Beneficiary
                      designation shall become invalid as of the first day of
                      the Plan Year in which the Participant attains age
                      thirty-five (35). The designation of a nonspouse
                      Beneficiary shall be revoked automatically upon the
                      marriage or remarriage of a Participant. Notwithstanding
                      the foregoing, the spousal consent requirement shall not
                      apply if it is established to the satisfaction of the Plan
                      Administrator either that the spouse cannot be located or
                      that other circumstances set forth in regulations
                      promulgated under Section 417 of the Code which preclude
                      the necessity of the spouse's consent are present with
                      respect to the Participant.

               (b)    A Participant who is not married or who has not elected
                      the annuity form of payment may designate a Beneficiary at
                      any time. If a Participant is married on the date of his
                      death, the Beneficiary of such Participant shall be his
                      spouse unless the Participant's spouse consents in writing
                      not to be said Beneficiary. The spouse's consent must
                      acknowledge the effect of such consent not to be the
                      Participant's Beneficiary and such written consent must be
                      witnessed by either the Plan Administrator or a notary
                      public. The consent must be limited to a benefit for a
                      specific alternate Beneficiary. The designation of a
                      nonspouse Beneficiary shall be revoked automatically upon
                      the marriage or remarriage of a Participant.
                      Notwithstanding the foregoing, this paragraph (b) shall
                      not apply if it is established to the Plan Administrator's
                      satisfaction either that the spouse cannot be located or
                      that



                                       59
<PAGE>   65

                      other circumstances set forth in regulations promulgated
                      under Section 417 of the Code which preclude the necessity
                      of the spouse's consent are present with respect to the
                      Participant.

                      If a Participant is not married, has not elected the
                      annuity form of payment, or has designated a Beneficiary
                      other than his spouse in accordance with Section 7.04(a),
                      upon his death, his vested Account Balance shall be paid
                      to his surviving spouse or other designated Beneficiary in
                      the form of a single lump sum payment as soon as
                      administratively feasible following the Participant's
                      death. If the Participant has elected the annuity form of
                      payment and his surviving spouse is his Beneficiary, his
                      surviving spouse may elect to receive payment in the form
                      of a lump sum in lieu of the Qualified Pre-retirement
                      Survivor Annuity within a reasonable period before
                      benefits commence. If a designated Beneficiary shall die
                      before the Participant, his interest shall terminate, and,
                      unless otherwise provided in the Participant's
                      designation, such interest shall be paid in equal shares
                      to those Beneficiaries, if any, who survive the
                      Participant.

                      Except as otherwise provided in paragraph (a), the
                      Participant shall have the right to revoke the designation
                      of any Beneficiary without the consent of the Beneficiary.

               (c)    If a Participant fails to designate a Beneficiary, if such
                      designation shall for any reason be illegal or
                      ineffective, or if no Beneficiary survives the
                      Participant, his death benefits shall be paid:

                      (1)     To his surviving spouse;

                      (2)     If there is no surviving spouse, to his
                              descendants (including legally adopted children
                              and their descendants) per stirpes; or


                                       60
<PAGE>   66

                      (3)     If there is neither surviving spouse nor surviving
                              descendants, to the executor or other personal
                              representative of the Participant to be
                              distributed in accordance with the Participant's
                              will or applicable law.

               (d)    Notwithstanding the foregoing provisions of this Section
                      7.04, in the event of the Participant's death prior to the
                      Annuity Starting Date, the entire interest of the
                      Participant will be distributed within five (5) years
                      after the death of the Participant, unless one (1) of the
                      following exceptions is met:

                      (1)     (A)    Any portion of the Participant's Account is
                                     payable to (or for the benefit of) a
                                     designated Beneficiary;

                              (B)    Such portion of the Participant's Account
                                     shall be distributed over a period not
                                     extending beyond the life or life
                                     expectancy of the designated Beneficiary;
                                     and

                              (C)    Such distribution commences no later than
                                     one (1) year after the date of the
                                     Participant's death: or

                      (2)     (A)    The portion of the Participant's Account to
                                     which his surviving spouse is entitled
                                     shall be distributed over a period not
                                     extending beyond the life or life
                                     expectancy of the surviving spouse; and

                              (B)    Such distribution commences no later than
                                     the date on which the Participant would
                                     have attained age seventy and one-half (70
                                     1/2).

                      If the Participant dies after the Annuity Starting Date,
                      the remaining portion of such interest will continue to be
                      distributed at least as rapidly as under the method of
                      distribution being used prior to the Participant's death.


                                       61
<PAGE>   67

 7.05          DISTRIBUTION OF UNALLOCATED CONTRIBUTIONS

               If on the date of termination of a Participant's employment the
               Participating Employer shall be holding contributions made by or
               on behalf of the Participant but not yet allocated to his
               Accounts, the Participating Employer shall pay such amounts
               either directly to the Participant (or his Beneficiary, as the
               case may be) or to the Trustee, to be distributed by the Trustee
               in accordance with the method of distribution determined under
               Section 7.01 or Section 7.04.

 7.06          CERTAIN RETROACTIVE PAYMENTS

               If the amount of the payment required to be made or commence on
               the date determined in this Article VII cannot be ascertained by
               such date, a payment may be made no later than sixty (60) days
               after the earliest date on which the amount of such payment can
               be ascertained under the Plan.

 7.07          DIRECT ROLLOVERS

               Notwithstanding any provision of the Plan to the contrary that
               would otherwise limit a Distributee's election under this
               Section, a Distributee may elect, at the time and in the manner
               prescribed by the Plan Administrator, to have any portion of an
               Eligible Rollover Distribution paid directly to an Eligible
               Retirement Plan specified by the Distributee in a Direct
               Rollover.

               For purposes of this Section 7.07, the following definitions
               apply:

               (a)    ELIGIBLE ROLLOVER DISTRIBUTION: An Eligible Rollover
                      Distribution is any distribution of all or any portion of
                      the balance to the credit of the Distributee, except that
                      an Eligible Rollover Distribution does not include any
                      distribution that is one (1) of a series of substantially
                      equal periodic payments (not less frequently than
                      annually) made for the life (or



                                       62
<PAGE>   68

                      life expectancy) of the Distributee or the joint lives (or
                      joint life expectancies) of the Distributee and the
                      Distributee's designated beneficiary, or for a specified
                      period of ten years or more; any distribution to the
                      extent such distribution is required under Section
                      401(a)(9) of the Code; and the portion of any distribution
                      that is not includable in gross income (determined without
                      regard to the exclusion for net unrealized appreciation
                      with respect to employer securities).

               (b)    ELIGIBLE RETIREMENT PLAN: An Eligible Retirement Plan is
                      an individual retirement account described in Section
                      408(a) of the Code, an individual retirement annuity
                      described in Section 408(b) of the Code, an annuity plan
                      described in Section 403(a) of the Code, or a qualified
                      trust described in Section 401(a) of the Code, that
                      accepts the Distributee's Eligible Rollover Distribution.
                      However, in the case of an Eligible Rollover Distribution
                      to the surviving spouse, an Eligible Retirement Plan is an
                      individual retirement account or individual retirement
                      annuity.

               (c)    DISTRIBUTEE: A Distributee includes an Employee or former
                      Employee. In addition, the Employee's or former Employee's
                      surviving spouse and the Employee's or former Employee's
                      spouse or former spouse who is the alternate payee under a
                      qualified domestic relations order, as defined in Section
                      414(p) of the Code, are Distributees with regard to the
                      interest of the spouse or former spouse.

               (d)    DIRECT ROLLOVER: A Direct Rollover is a payment by the
                      Plan to the Eligible Retirement Plan specified by the
                      Distributee.

               (e)    WAIVER OF WAITING PERIOD: The Plan Administrator shall
                      clearly inform the Distributee that he has a right to a
                      period of at least thirty (30) days after receiving the
                      notice required by Section 402(f) of the Code to consider
                      the decision of whether or not to elect a distribution
                      and, if so, to



                                       63
<PAGE>   69

                      make a Direct Rollover. The Distributee may thereafter
                      waive the thirty-day period by electing a distribution
                      prior to the expiration of such period.

7.08           IMMEDIATE DISTRIBUTIONS TO ALTERNATE PAYEES

               Notwithstanding the fact that a Participant is not entitled to a
               distribution under this Article VII prior to termination of the
               Participant's employment, distribution to an Alternate Payee
               under a Qualified Domestic Relations Order is permitted prior to
               termination of the Participant's employment.



                                       64
<PAGE>   70


                                  ARTICLE VIII
                           LOANS AND OTHER WITHDRAWALS


 8.01          AVAILABILITY OF LOANS

               (a)    Upon application by a Participant who is currently
                      employed by the Company or an Affiliate, the Trustee may
                      lend a Participant, on account of a qualifying emergency,
                      an amount which does not exceed the lesser of (1) fifty
                      thousand dollars ($50,000) reduced by the highest
                      outstanding balance of loans to the Participant from the
                      Plan during the one (1) year period ending on the day
                      before the date on which such loan is to be made, or (2)
                      one-half (1/2) of the nonforfeitable value of his Account
                      Balance, if any, under the Plan as of the date on which
                      the loan is approved.

               (b)    Notwithstanding Section 8.01(a) above, upon application by
                      a Participant who is currently employed by the Company or
                      an Affiliate, the Trustee may lend a Participant an amount
                      which does not exceed the lesser of:

                      (1)     Twenty thousand dollars ($20,000) reduced by the
                              highest outstanding balance of loans to the
                              Participant from the Plan during the one (1) year
                              period ending on the day before the date on which
                              such loan is made; or

                      (2)     One-fourth (1/4) of the nonforfeitable value of
                              his Account Balance, if any, under the Plan as of
                              the date on which the loan is approved.

               (c)    All loans shall follow a uniform, nondiscriminatory
                      policy. The minimum amount of an emergency loan described
                      in Section 8.01(a) shall be one thousand dollars ($1,000)
                      and of a regular loan described in Section 8.01(b) five
                      hundred dollars ($500). Loans shall not be made available
                      to highly compensated employees, as defined in Section
                      414(q) of the Code, in an



                                       65
<PAGE>   71

                      amount greater than the amount available to other
                      Employees. In the event a Participant is married at the
                      time of the loan and has elected to receive distribution
                      of his Accounts in the form of an annuity, the spouse of
                      such Participant must consent to the loan and the possible
                      reduction of the Account Balance of the Participant to
                      satisfy the loan. Such spousal consent must be in writing,
                      must be made within the ninety (90) day period prior to
                      making the loan, must acknowledge the effect of the loan,
                      and must witnessed by either the Plan Administrator or a
                      notary public. The consent requirements shall not apply if
                      it is established to the satisfaction of the Plan
                      Administrator either that the spouse cannot be located or
                      that other circumstances set forth in regulations issued
                      by the Secretary of the Treasury which preclude the
                      necessity of the spouse's consent are present. Further
                      spousal consent is not required regardless of whether the
                      Participant subsequently has a change in spouse or change
                      in marital status. Any renegotiation, extension, renewal,
                      or other revision of a loan shall be treated as a new
                      loan, requiring a new spousal consent in accordance with
                      this paragraph.

               (d)    A distribution will be based on a qualifying emergency if
                      the distribution is on account of:

                      (1)     Expenses related to a death in the immediate
                              family;

                      (2)     Payment of tuition for the education of an
                              immediate family member;

                      (3)     Expenses related to the disability of a
                              Participant other than Total and Permanent
                              Disability;

                      (4)     Expenses related to an illness in the immediate
                              family; and

                      (5)     The purchase of a principal residence of the
                              Participant.


                                       66
<PAGE>   72

               (e)    In addition to such rules and regulations as the Plan
                      Administrator may adopt, all loans shall comply with the
                      following terms and conditions:

                      (1)     An application for a loan by a Participant shall
                              be made in accordance with procedures established
                              by the Plan Administrator or its designee whose
                              action thereon shall be final. The Plan
                              Administrator shall specify the form of the
                              application and any supporting data required.

                      (2)     The period of repayment for any loan shall be five
                              (5) years. Any loan used to acquire a dwelling
                              unit which within a reasonable time will be used
                              as the principal residence of the Participant does
                              not have to be repaid within five (5) years but
                              shall be paid in a time determined by the Plan
                              Administrator. Loans shall be repayable in
                              substantially equal amortized installments of both
                              principal and interest payable not less frequently
                              than quarterly and only by payroll deduction. The
                              minimum monthly payment shall be five dollars
                              ($5). Any loan described in this Article VIII
                              shall be considered an investment of the Account
                              from which it was borrowed. Such a Participant's
                              Account shall not share in the allocation of
                              earnings under Section 5.02 to the extent of such
                              loan.

                      (3)     Each loan shall bear interest at a rate equal to
                              the rate charged by reputable banks in the city
                              where the Plan is principally administered for
                              secured loans of the same amount and duration,
                              according to a survey conducted from time to time,
                              but not less often than annually, by the Plan
                              Administrator.

                      (4)     Each loan shall be supported by collateral equal
                              to no more than fifty percent (50%) of the present
                              value of the Participant's Accounts. A loan shall
                              also be supported by the Participant's promissory
                              note for the amount of the loan, including
                              interest, payable to the order of the


                                       67
<PAGE>   73

                              Trustee. The promissory note shall require that
                              the unpaid principal and interest will (at the
                              Trustee's option) become due and payable if the
                              loan payment is not made within thirty (30) days
                              after the due date of any installment.

                      (5)     No loans shall be made to any Shareholder-employee
                              or Owner-employee. For purposes of this Section,
                              the term "Shareholder-employee" means an Employee
                              or officer of an electing small business
                              corporation who owns (or is considered as owning
                              within the meaning of Section 318(a)(1) of the
                              Code), on any day during the taxable year of such
                              corporation, more than five percent (5%) of the
                              outstanding stock of the corporation.

               (f)    The duty to repay a loan according to the original payment
                      schedule shall be suspended (but not for more than one
                      year) if and while the Participant is on a leave of
                      absence without pay. When the Participant returns from the
                      leave, the installment payments shall resume in the
                      original amount and the term of the loan shall be extended
                      by the same number of payments as were suspended. If such
                      an extension would extend the term of the loan beyond the
                      period permissible under Section 8.01(e)(2) above,
                      however, a new installment payment schedule shall be
                      established instead, under which the new installment
                      payments are sufficient to pay off the remaining balance
                      of the loan by the end of the maximum period.

                      The duty to repay a loan according to the original payment
                      schedule shall also be suspended if, and for as long as,
                      the Participant is performing military service within the
                      meaning of USERRA. When the Participant ceases to perform
                      such service, the installment payments shall resume in the
                      original amount and the term of the loan shall be extended
                      by the same number of payments as were suspended.


                                       68
<PAGE>   74

               (g)    A Participant may repay the outstanding balance of a loan
                      at any time without penalty for pre-payment.

               (h)    If a Participant fails to make the full amount of any
                      required installment payment by payroll deduction, the
                      loan shall be considered in default, and the entire
                      outstanding balance due and payable immediately, on the
                      last day of the calendar quarter following the calendar
                      quarter in which the installment payment was due. Because
                      repayment must be made by payroll deduction, termination
                      of employment will ordinarily trigger a default.

                      If a loan goes into default and the Participant does not
                      pay the outstanding balance, the outstanding balance shall
                      be considered a "deemed distribution" for tax purposes to
                      the extent provided in regulations of the Internal Revenue
                      Service. When the Participant becomes entitled to a
                      distribution from the Plan, the Plan Administrator shall
                      foreclose on the Participant's vested accrued benefit that
                      was pledged as security for the loan in order to satisfy
                      the unpaid balance of the loan, effectively offsetting the
                      unpaid balance of the loan against the amount otherwise
                      payable from the Plan.

                      In addition, all loans will be due and payable immediately
                      upon distribution of assets in the event of termination of
                      the Plan.

               (i)    Application for a loan shall be made to the Plan
                      Administrator on a form prescribed by the Plan
                      Administrator, who shall thereupon determine whether the
                      loan is permitted under the Plan in the amount sought. The
                      Plan Administrator may arrange for Participants to make
                      first inquiry directly of the entity maintaining records
                      of the individual accounts of Participants, which entity
                      may provide Participants with information on the amount of
                      the loan available and with documentation necessary to
                      make application to the Plan Administrator. In all events,
                      the Plan Administrator shall have exclusive authority to
                      grant or deny loans under the Plan. Denial



                                       69
<PAGE>   75

                      of an application for a loan, in whole or in part, shall
                      be considered a denial of benefits, subject to the
                      ordinary claim and appeal procedures of the Plan.

 8.02          RESTRICTIONS ON NUMBER AND FREQUENCY OF LOANS

               A Participant shall not receive more than one (1) loan at a time
               from the Trust. In addition, effective as May 1, 2001, no
               Participant shall be entitled to receive more than two (2) loans
               in any six (6) month period. If a Participant borrows amounts
               under more than one (1) qualified plan maintained by the
               Participating Employer, all the plans are treated as one (1) plan
               for purposes of the borrowing restrictions outlined in Section
               8.01. Moreover, no distribution shall be made to a Participant or
               his Beneficiary unless and until all unpaid loans, including
               accrued interest thereon, have been paid.

 8.03          HARDSHIP WITHDRAWAL

               (a)    A Participant may receive a distribution based on
                      financial hardship of his Salary Reduction Contributions
                      (and not any earnings thereon) from his Salary Reduction
                      Contribution Account; however, income on Salary Reduction
                      Contributions made to a Prior Plan credited as of December
                      31, 1988 will continue to be eligible for hardship
                      withdrawals.

               (b)    The Participant must request a hardship withdrawal in
                      writing at least thirty (30) days prior to the effective
                      date of the withdrawal and must make his request on a form
                      approved by the Plan Administrator.

               (c)    A distribution based upon financial hardship may be made
                      only if the Participant has an immediate and heavy
                      financial need and cannot exceed the amount required to
                      satisfy such financial need which may not be satisfied
                      from other resources reasonably available to the
                      Participant. The determination of the existence of an
                      immediate and heavy financial need and the amount required
                      to be distributed to meet the need created by the hardship



                                       70
<PAGE>   76

                      must be made by the Plan Administrator based on the
                      applicable facts and circumstances in accordance with
                      uniform and nondiscriminatory standards applicable to all
                      Participants.

                      As to the existence of an immediate and heavy financial
                      need, without derogation of the general rule expressed
                      above, the following circumstances shall, as a safe
                      harbor, be considered immediate and heavy financial need:

                      (1)     Expenses for medical care described in Code
                              Section 213(d) previously incurred by the
                              Participant, the Participant's spouse, or any
                              dependents of the employee (as defined in Code
                              Section 152) or necessary for these persons to
                              obtain medical care described in Code Section
                              213(d);

                      (2)     The purchase (excluding mortgage payments) of a
                              principal residence of the Participant;

                      (3)     Payment of tuition and related educational fees
                              for the next twelve (12) months of post-secondary
                              education for the Participant, or the
                              Participant's spouse, children, or dependents (as
                              defined in Code Section 152); or

                      (4)     The need to prevent the eviction of the
                              Participant from his principal residence or
                              foreclosure on the mortgage of the Participant's
                              principal residence.

                      As to the amount required to satisfy the financial need,
                      as a general rule, a distribution will be considered
                      necessary except to the extent that the Participant has
                      truthfully represented to the Plan Administrator that the
                      financial need remains unsatisfied after all reimbursement
                      or compensation by insurance, reasonable liquidation of
                      the assets of the Participant and those of his spouse and
                      minor children which are reasonably available to


                                       71
<PAGE>   77

                      the Participant, cessation of Salary Reduction
                      Contributions under the Plan and salary reduction
                      contributions under all other plans of the Company or an
                      Affiliate, borrowing from commercial sources, and all
                      other distributions or non-taxable loans from any
                      employer. Without derogation of the general rule expressed
                      in the preceding sentence, as a safe harbor, a
                      distribution shall be considered necessary to satisfy the
                      financial need if all of the following conditions are met:

                      (1)     the amount of the distribution does not exceed the
                              amount of the financial need;

                      (2)     the Participant has obtained all loans and all
                              other distributions available under all plans of
                              the Company or an Affiliate;

                      (3)     the Participant's Salary Reduction Contributions
                              and Voluntary Employee Contributions under this
                              Plan and salary reduction contributions and
                              after-tax employee contributions under all other
                              plans of the Company and any Affiliate are
                              suspended for at least twelve (12) months
                              following the distribution; and

                      (4)     the Participant's Salary Reduction Contributions
                              under this Plan and salary reduction contributions
                              under all other plans of the Company and any
                              Affiliate which are made during the year of the
                              distribution will count against the dollar limit
                              on elective deferrals under Section 402(g) of the
                              Code for the calendar year following the calendar
                              year of the distribution.

 8.04          WITHDRAWALS AFTER AGE FIFTY-NINE AND ONE-HALF (59 1/2)

               (a)    A Participant who has attained age fifty-nine and one-half
                      (59 1/2) may elect in writing to withdraw the entire value
                      of his Salary Reduction Contribution Account or any
                      portion thereof for any reason.


                                       72
<PAGE>   78

                      (1)     The Participant must request the distribution at
                              least thirty (30) days prior to the effective date
                              of the withdrawal and must make his request on a
                              form approved by the Plan Administrator.

 8.05          VOLUNTARY EMPLOYEE CONTRIBUTIONS

               (a)    A Participant may elect in writing to withdraw the entire
                      value of his Voluntary Employee Contribution Account or
                      any portion thereof.

               (b)    The Participant must request the withdrawal at least
                      thirty (30) days prior to the effective date of the
                      withdrawal and must make his request on a form approved by
                      the Plan Administrator.

 8.06          ROLLOVER CONTRIBUTIONS

               (a)    A Participant may elect in writing to withdraw the entire
                      balance in his Rollover Account at any time.

               (b)    The Participant must request the withdrawal at least
                      thirty (30) days prior to the effective date of the
                      withdrawal and must make his request on a form approved by
                      the Plan Administrator.

               (c)    Any Participant who withdraws the balance in his Rollover
                      Account pursuant to this Section shall not be permitted to
                      make another rollover contribution to the Plan of all or
                      any portion of the distributed funds.


                                       73
<PAGE>   79

 8.07          SPOUSAL CONSENT TO WITHDRAWALS

               In the event a Participant is married at the time of any
               withdrawal and has elected to receive distribution of his
               Accounts in the form of an annuity, the Participant's spouse must
               consent to the withdrawal within the ninety (90) day period
               preceding the date of the withdrawal. Such spousal consent must
               be in writing, must acknowledge the effect of the withdrawal, and
               must be witnessed by either a Plan representative or a notary
               public.




                                       74
<PAGE>   80


                                   ARTICLE IX
                             ROLLOVERS AND TRANSFERS


 9.01          ROLLOVERS

               Any Employee, regardless of whether or not he has become a
               Participant in the Plan pursuant to Article II, may, subject to
               obtaining the prior approval of the Plan Administrator, at any
               time transfer (or cause to be transferred) to the Trust Fund:

               (a)    all or any portion of any eligible rollover distribution,
                      within the meaning of Section 402(c) of the Code, whether
                      in a direct trustee-to-trustee transfer pursuant to
                      Section 401(a)(31) of the Code or after receipt by the
                      Employee (recognizing that, in the case of a transfer made
                      after receipt by the Employee, the amount may not be
                      excludable from the Employee's taxable income unless the
                      transfer occurs within sixty (60) days of receipt); and

               (b)    all or any portion of an individual retirement account or
                      individual retirement annuity, both within the meaning of
                      Section 402(c) of the Code, which consists entirely of one
                      or more eligible rollover distributions as described in
                      paragraph (a) plus investment return thereon.

               The Employee shall furnish the Plan Administrator with a written
               statement that the contribution to the Trust Fund is a rollover
               contribution, together with such other statements and information
               as may be required by the Plan Administrator in order to
               establish that such contribution does not contain amounts from
               sources other than provided above, and that such rollover
               contribution otherwise meets the requirements of law. Acceptance
               by the Plan Administrator of any amount under these provisions
               shall not be construed as a determination of the Employee's tax
               consequences by the Plan Administrator.


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<PAGE>   81

 9.02          TRANSFERS

               The Trustee is hereby authorized to accept assets that represent
               an Employee's interest (whether attributable to employer or
               employee contributions) from another qualified trust under
               Section 401(a) of the Code directly from such other trust's
               trustees, whether or not such other plan is maintained by a
               Participating Employer.

               No amount shall be transferred to this Plan from any other plan
               if the accrued benefit payable to the Participant under such
               other plan must be provided in the form of a qualified joint and
               survivor annuity or if a qualified pre-retirement survivor
               annuity must be provided to the surviving spouse of such
               Participant with respect to such accrued benefit.

 9.03          ROLLOVER ACCOUNT

               The Company shall direct the Trustee to establish and maintain a
               Rollover Account in the name of each Employee who elects to
               transfer or roll over amounts into the Trust Fund pursuant to the
               provisions of this Article IX. The Rollover Account shall be
               maintained by the Trustee for the exclusive benefit of the
               Employee, shall be credited with earnings thereon as provided by
               Section 5.02, and shall at all times be fully vested and
               nonforfeitable.



                                       76
<PAGE>   82



                                    ARTICLE X
                              TOP-HEAVY PROVISIONS


10.01          EFFECTIVE DATE

               Notwithstanding anything herein to the contrary, the following
               provisions shall apply and shall supersede any conflicting Plan
               provisions with respect to any Plan Year beginning after December
               31, 1983 in which this Plan is deemed to be Top-heavy.

10.02          DEFINITIONS

               DETERMINATION DATE means, with respect to any Plan Year, the last
               calendar day of the immediately preceding Plan Year or, in the
               case of the first Plan Year, the last calendar day of the first
               Plan Year.

               KEY EMPLOYEE means any Employee or former Employee (or any
               Beneficiary of such Employee) who, at any time during the Plan
               Year or any of the four (4) immediately preceding Plan Years (or,
               if fewer, the total number of Plan Years during which the Plan
               has been in effect) is or was:

               (a)    An officer of the Participating Employer or an Affiliate
                      whose compensation exceeds fifty percent (50%) of the
                      amount in effect under Section 415(b)(1)(A) of the Code
                      for such Plan Year;

               (b)    One (1) of the ten (10) Employees whose compensation
                      exceeds the amount in effect under Section 415(c)(1)(A) of
                      the Code and who owns (or is considered to own under
                      Section 318 of the Code) one (1) of the largest interests
                      in the Participating Employer or an Affiliate;

               (c)    A five percent (5%) owner of the Participating Employer;
                      or


                                       77
<PAGE>   83

               (d)    A one percent (1%) owner of the Participating Employer
                      whose annual compensation from the Participating Employer
                      and Affiliates exceeds one hundred fifty thousand dollars
                      ($150,000).

               An officer is defined as an actual officer of the Participating
               Employer or an Affiliate; provided, however, that not more than
               the greater of three (3) Employees or ten percent (10%) of the
               Employees (but in no event more than fifty (50) Employees) shall
               be considered as officers in determining whether the Plan is
               Top-heavy.

               NON-KEY EMPLOYEE means any Employee who is not a Key Employee.

               PERMISSIVE AGGREGATION GROUP means the Required Aggregation Group
               of plans plus any other plan or plans of the Participating
               Employer or an Affiliate which, when considered as a group with
               the Required Aggregation Group, would continue to satisfy the
               requirements of Sections 401(a)(4) and 410 of the Code.

               REQUIRED AGGREGATION GROUP means the group of:

               (a)    Each qualified plan of the Participating Employer or an
                      Affiliate in which at least one (1) Key Employee
                      participates; and

               (b)    Any other qualified plan of the Participating Employer or
                      an Affiliate which enables a plan described in paragraph
                      (a) above to meet the requirements of Section 401(a)(4) or
                      Section 410 of the Code.



                                       78
<PAGE>   84



               TOP-HEAVY

               The Plan shall be deemed to be Top-heavy for any Plan Year if, as
               of the Determination Date for such Plan Year, any of the
               following conditions exists:

               (a)    If the Top-heavy Ratio for the Plan exceeds sixty percent
                      (60%) and the Plan is not part of a Required Aggregation
                      Group of plans or a Permissive Aggregation Group of plans;

               (b)    If the Plan is part of a Required Aggregation Group of
                      plans (but is not part of a Permissive Aggregation Group
                      of plans) and the Top-heavy Ratio for the group of plans
                      exceeds sixty percent (60%); or

               (c)    If the Plan is part of a Required Aggregation Group of
                      plans and part of a Permissive Aggregation Group of plans
                      and the Top-heavy Ratio for the Permissive Aggregation
                      Group of plans exceeds sixty percent (60%).

               TOP-HEAVY RATIO

               (a)    If the Participating Employer or an Affiliate maintains
                      one (1) or more defined contribution plans (including any
                      simplified employee pension plan) and the Participating
                      Employer or Affiliate has not maintained any defined
                      benefit plan which, during the five (5) Plan Year period
                      ending on the Determination Date, has or has had any
                      accrued benefits, the Top-heavy Ratio for the Plan or for
                      the Required Aggregation Group or the Permissive
                      Aggregation Group, as appropriate, shall be a fraction,
                      the numerator of which is the sum of the account balances
                      of all Key Employees under the aggregated defined
                      contribution plans as of the Determination Date (including
                      any part of any account balance distributed in the five
                      (5) Plan Year period ending on the Determination



                                       79
<PAGE>   85

                      Date) and the denominator of which is the sum of all
                      account balances (including any part of any account
                      balance distributed in the five (5) Plan Year period
                      ending on the Determination Date) of all Participants as
                      of the Determination Date, both computed in accordance
                      with Section 416 of the Code. The numerator and
                      denominator of the Top-heavy Ratio shall be adjusted to
                      reflect any contribution not actually made as of the
                      Determination Date, but which is required to be taken into
                      account on that date under Section 416 of the Code.

               (b)    If the Participating Employer or an Affiliate maintains or
                      has maintained one (1) or more defined contribution plans
                      (including any simplified employee pension plan) and the
                      Participating Employer or Affiliate maintains or has
                      maintained one (1) or more defined benefit plans which,
                      during the five (5) Plan Year period ending on the
                      Determination Date, has or has had any accrued benefits,
                      the Top-heavy Ratio for the Required Aggregation Group or
                      the Permissive Aggregation Group, as appropriate, shall be
                      a fraction, the numerator of which is the sum of the
                      account balances of all Key Employees under the aggregated
                      defined contribution plans and the present value of the
                      accrued benefits of all Key Employees under the aggregated
                      defined benefit plans as of the Determination Date, and
                      the denominator of which is the sum of the account
                      balances of all Participants under the aggregated defined
                      contribution plans and the present value of the accrued
                      benefits of all Participants under the aggregated defined
                      benefit plans as of the Determination Date, determined in
                      accordance with Section 416 of the Code. The numerator and
                      denominator of the Top-heavy Ratio shall be adjusted for
                      any distribution of an account balance or accrued benefit
                      made in the five (5) Plan Year period ending on the
                      Determination Date and any contribution due but unpaid as
                      of the Determination Date.

               (c)    For purposes of paragraphs (a) and (b) above, the value of
                      the account balances and the present value of the accrued
                      benefits shall be determined as of the most recent
                      Valuation Date occurring within the twelve (12) month
                      period ending on the Determination Date, except as
                      provided in Section 416 of the Code for the first and
                      second Plan Years of a defined



                                       80
<PAGE>   86

                      benefit plan. Effective January 1, 1987, the accrued
                      benefits of Non-key Employees shall be determined under
                      the method which is used for accrual purposes for all
                      plans of the Participating Employers and Affiliates or, if
                      there is no such method, then as if such benefit accrued
                      not more rapidly than the slowest accrual rate permitted
                      under the fractional accrual rate of Code Section
                      411(b)(1)(C). The account balances and the accrued
                      benefits of a Participant who is not a Key Employee but
                      who was a Key Employee in a prior Plan Year or, effective
                      for Plan Years beginning on and after January 1, 1985, who
                      has not performed any services for the Participating
                      Employer under the Plan at any time during the five (5)
                      Plan Year period ending on the Determination Date shall be
                      disregarded. The calculation of the Top-heavy Ratio and
                      the extent to which distributions, rollovers, and direct
                      transfers are taken into account shall be made in
                      accordance with Section 416 of the Code. When aggregating
                      plans, the value of the account balances and the present
                      value of the accrued benefits shall be calculated with
                      reference to the Determination Dates that fall within the
                      same calendar year.

               VALUATION DATE means the same valuation date used for computing
               plan costs for minimum funding, regardless of whether an
               actuarial valuation is performed that year.

10.03          SPECIAL CODE SECTION 415 LIMITATIONS

               For purposes of Section 5.06, in any Plan Year during which the
               Plan is deemed to be Top-heavy and in which the Participating
               Employer also maintains a defined benefit plan which is deemed to
               be Top-heavy, the number 1.25 shall be replaced by the number 1.0
               to the extent required under Section 416(h) of the Code;
               provided, however, that such adjustment shall not occur if the
               Top-heavy Ratio does not exceed ninety percent (90%) and
               additional contributions or benefits are provided for Non-key
               Employees in accordance with the provisions of Sections
               416(h)(2)(A) and (B) of the Code. In such case, a minimum accrued
               benefit shall



                                       81
<PAGE>   87

               be provided under the defined benefit plan for each Non-key
               Employee covered under both plans equal to three percent (3%) of
               the Participant's average compensation for the five (5)
               consecutive years for which the Participant had the highest
               compensation, subject to a maximum of thirty percent (30%) of
               such compensation.

 10.04  MINIMUM ALLOCATION REQUIREMENTS

               (a)    The Company Contributions allocated on behalf of any
                      Participant who is not a Key Employee shall not be less
                      than the lesser of three percent (3%) of such
                      Participant's compensation or the largest percentage of
                      Company Contributions allocated on behalf of any Key
                      Employee for that Plan Year, without, in either event,
                      taking into consideration any contributions or benefits
                      under Social Security or any similar legislation. The
                      preceding provisions shall not apply to any Participant
                      who was not employed by a Participating Employer on the
                      last day of the Plan Year.

               (b)    The minimum allocation in paragraph (a) 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 Plan Year
                      because the Participant failed to complete at least one
                      thousand (1,000) Hours of Service, the Participant's
                      compensation was less than any stated amount, or the
                      Participant failed to make mandatory contributions to the
                      Plan. For purposes of computing the minimum allocation,
                      compensation shall mean compensation as defined in Section
                      5.05(d) of the Plan. The minimum allocation above shall
                      not apply to a Participant covered under another defined
                      contribution plan of a Participating Employer if such
                      Participant receives the minimum allocation under such
                      other plan.

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


                                       82
<PAGE>   88

               (d)    For Plan Years beginning prior to January 1, 1989, amounts
                      contributed as Salary Reduction Contributions shall be
                      counted toward the minimum allocation required by this
                      Section 10.04.

10.05          MINIMUM VESTING REQUIREMENTS

               (a)    For any Plan Year beginning before January 1, 2001 in
                      which the Plan is Top-heavy, the Plan shall have the
                      following vesting schedule:

                              Completed Years of           Vested
                               Vesting Service           Percentage

                                 Less than 2                 0%
                              2 but less than 3              20%
                              3 but less than 4              40%
                              4 but less than 5              60%
                              5 but less than 6              80%
                                  6 or more                 100%

                      For any Plan Year beginning on or after January 1, 2001 in
                      which the Plan is Top-heavy, the Plan shall have the
                      following vesting schedule:

                              Completed Years of           Vested
                               Vesting Service           Percentage

                                 Less than 2                 0%
                              2 but less than 3              20%
                              3 but less than 4              40%
                              4 but less than 5              60%
                                  5 or more                 100%

               (b)    The vesting schedule contained in paragraph (a) above
                      shall apply to the Participant's total Company
                      Contribution Account Balance, including that portion which
                      was allocated prior to the Plan Year that the Plan became
                      Top-heavy. However, such vesting schedule shall apply only
                      to the extent that it provides more favorable vesting than
                      Section 6.02.


                                       83
<PAGE>   89

               (c)    A shift to the vesting schedule contained in paragraph (a)
                      above shall be deemed to be an amendment to the vesting
                      schedule contained in Section 6.02.

               (d)    Anything to the contrary notwithstanding, this Section
                      10.05 shall not apply to any Participant who has not
                      received credit for an Hour of Service after the Plan
                      initially became Top-heavy.



                                       84
<PAGE>   90


                                   ARTICLE XI
                               MANAGEMENT OF FUNDS


11.01          APPOINTMENT OF TRUSTEE

               A Trustee shall be appointed by the Company to administer the
               Trust Fund. The Trustee shall serve at the pleasure of the
               Company and shall have the rights, powers, and duties set forth
               in the Trust Agreement. All assets of the Trust Fund shall be
               held, invested, and reinvested by the Trustee.

11.02          ASSETS OF TRUST

               All contributions under this Plan shall be paid to the Trustee
               and, except as provided in Section 11.03, all assets of the Trust
               Fund, including income from investments and from all other
               sources, shall be retained for the exclusive benefit of
               Participants, former Participants, and their Beneficiaries, and
               shall be used to pay benefits to such persons, or to pay expenses
               of administration of the Plan and Trust to the extent not paid by
               the Company or Participating Employer.

11.03          REVERSION OF COMPANY CONTRIBUTIONS

               At no time shall any part of the corpus or income of the Trust
               Fund be used for or diverted to purposes other than for the
               exclusive benefit of Participants and their Beneficiaries.

               Notwithstanding the above, contributions made by a Participating
               Employer may be returned to a Participating Employer in the
               following cases:

               (a)    If a contribution is made by a Participating Employer by a
                      mistake in fact, such contribution shall be returned to
                      such Participating Employer within one (1) year after the
                      payment of the contribution to the Trust Fund.


                                       85
<PAGE>   91

               (b)    If a contribution is conditioned on initial qualification
                      of the Plan under Section 410(a) of the Code, and if the
                      Plan does not qualify, then such contribution shall be
                      returned to the Participating Employer within one (1) year
                      after the date of denial of qualification of the Plan.

               (c)    If a contribution is conditioned upon the deductibility of
                      the contribution under Section 404(a) of the Code, then,
                      to the extent the deduction is disallowed, such a
                      contribution shall be returned to the Participating
                      Employer within one (1) year after the disallowance of the
                      deduction if so requested by the Participating Employer.



                                       86
<PAGE>   92


                                   ARTICLE XII
                             ADMINISTRATION OF PLAN

12.01          PLAN ADMINISTRATOR

               The Company shall be the Plan Administrator. The Company may
               appoint one (1) or more persons to act as its agent or delegate
               to aid in carrying out its administrative duties.

12.02          RIGHTS, POWERS, AND DUTIES OF PLAN ADMINISTRATOR

               The Plan Administrator shall have such authority as may be
               necessary to discharge its responsibilities under the Plan,
               including the following rights, powers, and duties:

               (a)    The Plan Administrator shall adopt rules governing its
                      procedures not inconsistent herewith, and shall keep a
                      permanent record of its meetings and actions. The Plan
                      Administrator shall administer the Plan uniformly and
                      consistently with respect to persons who are similarly
                      situated. The Plan Administrator shall maintain the
                      Accounts of Participants and Beneficiaries under the Plan
                      or shall cause them to be maintained under its direction.

               (b)    The Plan Administrator shall direct the Trustee in writing
                      to make payments from the Trust Fund to persons who
                      qualify for such payments hereunder. Such written order to
                      the Trustee shall specify the name of the person, his
                      address, and the amount and frequency of such payments.

               (c)    The Plan Administrator shall not take action or direct the
                      Trustee to take any action with respect to any of the
                      benefits provided hereunder which would be discriminatory
                      in favor of those Participants or Employees who are
                      officers, shareholders, or highly compensated Employees of
                      a Participating Employer.


                                       87
<PAGE>   93

               (d)    The Plan Administrator shall have the sole responsibility
                      for the administration of the Plan, and, except as herein
                      expressly provided, the Plan Administrator shall have the
                      exclusive right to interpret the provisions of the Plan
                      and to determine any question arising hereunder or in
                      connection with the administration of the Plan, including
                      the remedying of any omission, inconsistency, or
                      ambiguity, and its decision or action in respect thereof
                      shall be conclusive and binding upon any and all
                      Participants, former Participants, Beneficiaries, heirs,
                      distributees, executors, administrators, and assigns,
                      subject to the provisions of Article XIII. Any final
                      determination by the Plan Administrator, including a final
                      claims decision under Article XIII, shall be binding on
                      all parties. If challenged in court, such determination
                      shall not be subject to review.

               (e)    The Plan Administrator may employ such counsel and agents
                      in such clerical, medical, accounting, and other services
                      as it may require in carrying out the provisions of the
                      Plan.

               (f)    Participants, former Participants, or their Beneficiaries
                      shall be notified by the Plan Administrator of their right
                      to receive benefits. The Plan Administrator shall
                      establish a uniform procedure for such notification.

               (g)    The Plan Administrator shall establish reasonable
                      procedures to determine whether a Domestic Relations Order
                      is a Qualified Domestic Relations Order. Such procedures
                      must be in writing, must provide for the prompt
                      notification of each person specified in the order as
                      being entitled to payment of benefits under the Plan, and
                      must permit an Alternate Payee to designate a
                      representative for receipt of copies of notices that are
                      sent to the Alternate Payee with respect to a Domestic
                      Relations Order.

               (h)    The Plan Administrator may establish procedures which a
                      Participant must follow in verifying maternity or
                      paternity leave and the length thereof.


                                       88
<PAGE>   94

12.03          EXERCISE OF PLAN ADMINISTRATOR'S DUTIES

               The Plan Administrator shall discharge its duties solely in the
               interest of Participants, former Participants, and their
               Beneficiaries:

               (a)    For the exclusive purposes of providing benefits to such
                      Participants, former Participants, and Beneficiaries and,
                      in the discretion of the Company, defraying reasonable
                      expenses of Plan administration; and

               (b)    With the care, skill, prudence, and diligence under the
                      circumstances then prevailing that a prudent man acting in
                      a like capacity and familiar with such matters would use
                      in the conduct of an enterprise of a like character and
                      with like aims.

12.04          INDEMNIFICATION OF FIDUCIARIES

               The Participating Employers shall indemnify all officers or
               representatives of the Participating Employers and Employees
               assigned fiduciary responsibility under Federal law to the extent
               that such officers or representatives of the Participating
               Employers or Employees incur loss or damage which may result from
               such officers' or representatives' or Employees' duties,
               exercises of discretion under the Plan, or any other acts or
               omissions hereunder. Such duties, exercises of discretion, acts,
               or omissions shall not be indemnified by the Participating
               Employers in the event that such loss or damage is judicially
               determined or agreed by the officers or representatives of the
               Participating Employers or Employees to be due to their
               respective gross negligence or willful misconduct.



                                       89
<PAGE>   95


12.05          COMPENSATION

               Any individual acting as agent of the Plan Administrator shall
               serve without compensation for services as such, but all proper
               expenses incurred by the individual incident to the functioning
               of the Plan shall be paid by the Participating Employers.



                                       90
<PAGE>   96


                                  ARTICLE XIII
                                CLAIMS PROCEDURES


13.01          CLAIMS REVIEW

               Any Participant, former Participant, or Beneficiary of either who
               wishes to request a review of a claim for benefits or who wishes
               an explanation of a benefit or its denial may direct to the Plan
               Administrator a written request for such review. The Plan
               Administrator shall respond to the request by issuing a notice to
               the claimant as soon as possible but in no event later than
               ninety (90) days from the date of the request. This notice
               furnished by the Plan Administrator shall be written in a manner
               calculated to be understood by the claimant and shall include the
               following:

               (a)    The specific reason or reasons for any denial of benefits;

               (b)    The specific Plan provisions on which any denial is based;

               (c)    A description of any further material or information which
                      is necessary for the claimant to perfect his claim and an
                      explanation of why the material or information is needed;
                      and

               (d)    An explanation of the Plan's claim appeals procedure.

               If the claimant does not respond to the notice, posted by
               first-class mail to the address of record of the Plan
               Administrator, within sixty (60) days from the posting of the
               notice, the claimant shall be considered satisfied in all
               respects. If the Plan Administrator fails to respond to the
               claimant's written request for review within ninety (90) days of
               its receipt, the claimant shall be entitled to proceed to the
               claim appeals procedure described in Section 13.02.


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13.02          APPEALS PROCEDURE

               In the event that the claimant wishes to appeal the claim review
               denial, the claimant or his duly authorized representative shall
               submit to the Plan Administrator, within sixty (60) days of the
               posting of the notice, a written notification of appeal of the
               claim denial. The notification of appeal of the claim denial
               shall permit the claimant or his duly authorized representative
               to utilize the following formal claim review procedures:

               (a)    To review pertinent documents; and

               (b)    To submit issues and comments in writing to which the Plan
                      Administrator shall respond.

               The Plan Administrator shall furnish a written decision on the
               appeal no later than sixty (60) days after receipt of the
               notification of appeal, unless special circumstances require an
               extension of the time for processing the appeal and the claimant
               is notified of the extension by the end of the original 60-day
               period to consider the appeal. In no event, however, shall the
               Plan Administrator respond later than one hundred twenty (120)
               days after a request for a formal review. The decision on the
               appeal shall be in writing and shall include specific reasons for
               the decision, and shall be written in a manner calculated to be
               understood by the claimant and contain specific reference to the
               pertinent Plan provisions on which the decision is based.



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                                   ARTICLE XIV
                            AMENDMENT AND TERMINATION


14.01          TERMINATION

               (a)    It is the expectation of the Company and each
                      Participating Employer that it shall continue this Plan
                      and the payment of contributions hereunder indefinitely,
                      but the continuation of the Plan is not assumed as a
                      contractual obligation of the Company or of any
                      Participating Employer, and the right is reserved by the
                      Company and each Participating Employer at any time to
                      permanently discontinue its contributions hereunder. In
                      the event that the Plan is terminated in whole or in part
                      or if contributions by the Company or any Participating
                      Employer are permanently discontinued, the interest of all
                      affected Participants shall be fully vested and
                      nonforfeitable.

               (b)    This Plan may be terminated by the Company at any time in
                      its sole discretion. In addition, each Participating
                      Employer may terminate the Plan with respect to its
                      Employees at any time in its sole discretion.

               (c)    Upon complete termination of the Plan, further payment of
                      Company Contributions to the Trust shall cease. Upon
                      termination of the Plan with respect to a Participating
                      Employer, further payment of that Participating Employer's
                      contributions to the Trust shall cease. The Plan
                      Administrator shall notify each affected Participant of
                      the termination of the Plan. Each affected Participant
                      shall be entitled to receive the entire amount of his
                      Account Balances and the Trustee shall make payment to
                      each such Participant of such amount.



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14.02          RIGHT TO AMEND, MODIFY, CHANGE, OR REVISE PLAN

               The Company, by appropriate action, may at any time and from time
               to time amend, modify, change, or revise this Plan in whole or in
               part, and each Participating Employer shall be bound thereby;
               provided, however:

               (a)    That no amendment shall have the effect of vesting in the
                      Company or any Participating Employer any interest in or
                      control of any funds, securities, or other property
                      subject to the terms of the Trust;

               (b)    That no amendment shall authorize or permit at any time
                      any part of the corpus or income of the Trust Fund to be
                      used for or diverted to purposes other than for the
                      exclusive benefit of Participants and their Beneficiaries,
                      except as provided in Section 11.03;

               (c)    That no amendment shall have any retroactive effect as to
                      deprive any Participant, former Participant, or
                      Beneficiary of any benefit already accrued, save only that
                      no amendment made in conformance with the provisions of
                      the Code or any other statute relating to employees'
                      trusts, or of any official regulation or rulings issued
                      pursuant thereto, shall be considered prejudicial to the
                      rights of any Participant or Beneficiary; and

               (d)    That no amendment shall eliminate an optional form of
                      benefit or decrease an Account Balance.


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14.03          MERGER AND CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS

               In the case of any merger or consolidation with or transfer of
               assets and liabilities to any other plan, provisions shall be
               made so that each Participant in the Plan on the date thereof (if
               the Plan then terminated) would receive a benefit immediately
               after the merger, consolidation, or transfer which is equal to or
               greater than the benefit he would have been entitled to receive
               immediately prior to the merger, consolidation, or transfer (if
               the Plan had terminated).



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<PAGE>   101



                                   ARTICLE XV
                                  MISCELLANEOUS


15.01          NO CONTRACT OF EMPLOYMENT

               Nothing herein contained shall be construed to constitute a
               contract of employment between a Participating Employer and any
               Employee. The employment records of the Participating Employer
               and the Trustee's records shall be final and binding upon all
               Employees as to liability and participation.

15.02          RESTRICTIONS UPON ASSIGNMENTS AND CREDITORS' CLAIMS

               No interest of any person or entity in or right to receive
               distributions from the Trust Fund shall be subject in any manner
               to sale, transfer, assignment, pledge, attachment, garnishment,
               or other alienation or encumbrance of any kind, nor may any such
               interest or right to receive distributions be taken, either
               voluntarily or involuntarily, for the satisfaction of the debts
               of or other obligations or claims against such person or entity.
               The preceding sentence shall also apply to the creation,
               assignment, or recognition of a right to any benefit payable with
               respect to a Participant pursuant to a Domestic Relations Order
               unless such order is determined to be a Qualified Domestic
               Relations Order. A Domestic Relations Order entered before
               January 1, 1985 shall be treated as a Qualified Domestic
               Relations Order if payment of benefits pursuant to the order has
               commenced as of such date and may be treated as a Qualified
               Domestic Relations Order if payment of benefits has not commenced
               as of such date, even though the order does not satisfy the
               requirements of Section 414(p) of the Code.


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 15.03         RESTRICTION OF CLAIMS AGAINST TRUST

               The Trust under this Plan and the Trust Agreement from its
               inception shall be a separate entity aside and apart from the
               Company and each Participating Employer and its assets. The Trust
               and the corpus and income thereof shall in no event and in no
               manner whatsoever be subject to the rights or claims of any
               creditor of the Company or any Participating Employer. Neither
               the establishment of the Trust, the modification thereof, the
               creation of any fund or account, nor the payment of any benefits
               shall be construed as giving any Participant or any other person
               whomsoever any legal or equitable rights against the Company, any
               other Participating Employer, or the Trustee unless the same
               shall be specifically provided for in this Plan.

               Effective with respect to judgments, orders and decrees issued,
               and settlement agreements entered into, on or after August 5,
               1997, the preceding provisions, as set forth in Section
               401(a)(13)(A) of the Code, shall not apply to any offset of a
               Participant's benefits under the Plan against an amount that the
               Participant is ordered or required to pay to the Plan if such
               offset meets the requirements of Section 401(a)(13)(C) of the
               Code.

15.04          BENEFITS PAYABLE BY TRUST

               All benefits payable under the Plan shall be paid or provided for
               solely from the Trust, and the Company and the Participating
               Employers do not assume any liability or responsibility therefor.

15.05          SUCCESSOR TO COMPANY

               In the event that any successor to the Company or Participating
               Employer, by merger, consolidation, purchase, or otherwise, shall
               elect to adopt the Plan, such successor shall be substituted
               hereunder for the Company or for such Participating Employer upon
               filing in writing with the Trustee of its election to do so.


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15.06          APPLICABLE LAW

               The Plan shall be construed and administered in accordance with
               ERISA and with the laws of the Commonwealth of Delaware, to the
               extent that such laws are not preempted by ERISA.

15.07          DATA

               It shall be a condition precedent to the payment of all benefits
               under the Plan that each Participant and surviving spouse must
               furnish to the Plan Administrator such documents, evidence, or
               information as the Plan Administrator considers necessary or
               desirable for the purpose of administering the Plan, or to
               protect the Company, the Participating Employers, or the Trustee.

15.08          INTERNAL REVENUE SERVICE APPROVAL

               This Plan shall be effective as of the aforementioned Effective
               Date, provided that the Company shall obtain a favorable
               determination letter from the Internal Revenue Service that this
               Plan and the related Trust Agreement qualify under Sections
               401(a) and 501(a) of the Code. Any modification or amendment of
               this Plan may be made retroactive as necessary or appropriate in
               order to secure or maintain such qualification.



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