EXHIBIT 10.1










                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 1998)



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                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 1998)


                                TABLE OF CONTENTS
                                -----------------

                                                                            Page

ARTICLE I               DEFINITIONS............................................3

     Sec. 1.1              Administrator.......................................3
     Sec. 1.2              Affiliated Company..................................3
     Sec. 1.3              Allocation Date.....................................3
     Sec. 1.4              Anniversary Date....................................3
     Sec. 1.5              Alternate Payee.....................................3
     Sec. 1.6              Annual Compensation.................................3
     Sec. 1.7              Beneficiary.........................................4
     Sec. 1.8              Code................................................6
     Sec. 1.9              Committee...........................................6
     Sec. 1.10             Company.............................................6
     Sec. 1.11             Disability..........................................6
     Sec. 1.12             Early Retirement Date...............................6
     Sec. 1.13             Employee............................................6
     Sec. 1.14             Employer............................................7
     Sec. 1.15             Entry Date..........................................7
     Sec. 1.16             ERISA...............................................7
     Sec. 1.17             Five-Year Break in Service..........................7
     Sec. 1.18             Former Participant..................................7
     Sec. 1.19             Hours of Service....................................7
     Sec. 1.20             Individual Account.................................10
     Sec. 1.21             Leased Employee....................................10
     Sec. 1.22             Named Fiduciary....................................10
     Sec. 1.23             Normal Retirement Date.............................11
     Sec. 1.24             Notice.............................................11
     Sec. 1.25             One-Year Break in Service..........................12
     Sec. 1.26             Other Investments Account..........................12
     Sec. 1.27             Parent Company Stock...............................12
     Sec. 1.28             Parent Company Stock Account.......................12
     Sec. 1.29             Participant........................................12
     Sec. 1.30             Plan...............................................12
     Sec. 1.31             Qualified Domestic Relations Order.................12
     Sec. 1.32             Recordkeeper.......................................13
     Sec. 1.33             Trust Agreement....................................13
     Sec. 1.34             Trust Fund.........................................13
     Sec. 1.35             Trustee............................................13
     Sec. 1.36             Year...............................................13


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     Sec. 1.37             Year of Service (Participation)....................13
     Sec. 1.38             Year of Service (Vesting)..........................13
     Sec. 1.39             Gender and Number..................................14

ARTICLE II              ELIGIBILITY OF EMPLOYEES..............................14

     Sec. 2.1              Eligibility........................................14
     Sec. 2.2              Election Not to Participate........................14
     Sec. 2.3              Eligibility upon Reemployment......................15
     Sec. 2.4              Reemployment of Participant........................15
     Sec. 2.5              Exclusion of Employees Covered by
                           Collective Bargaining..............................15
     Sec. 2.6              Eligibility Upon Entry or Reentry
                           into Eligible Class of Employees...................15

ARTICLE III             CONTRIBUTIONS.........................................16

     Sec. 3.1              Contributions of the Employer......................16
     Sec. 3.2              Form of Employer Contributions.....................16
     Sec. 3.3              Time of Contributions..............................16
     Sec. 3.4              Limit on Employer Contributions....................16
     Sec. 3.5              Manner of Making Contributions.....................17
     Sec. 3.6              Contributions with Respect to
                           Military Leave.....................................17

ARTICLE IV              ACCOUNTS AND VALUATION OF TRUST FUND..................17

     Sec. 4.1              Participants' Individual Accounts..................17
     Sec. 4.2              Valuation of the Trust Fund and of
                           the Interest of Each Participant...................17
     Sec. 4.3              Allocations to Individual Accounts.................18
     Sec. 4.4              Included Individual Accounts.......................21
     Sec. 4.5              Time When Contributions are Allocated..............22

ARTICLE V               LIMITATION ON ALLOCATIONS.............................22

     Sec. 5.1              Limitation on Allocations..........................22
     Sec. 5.2              Definitions........................................23
     Sec. 5.3              Excess Annual Additions............................28
     Sec. 5.4              Combined Plan Limits for Limitation
                           Years Beginning Prior to April 1,
                           2000...............................................29
     Sec. 5.5              Special Rules......................................31

ARTICLE VI              INDIVIDUAL ACCOUNTS...................................33

     Sec. 6.1              Participant Interest in Individual
                           Accounts...........................................33

                                       ii
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     Sec. 6.2              Annual Statement to Participant....................33

ARTICLE VII             RETIREMENT............................................33

     Sec. 7.1              Normal Retirement..................................33
     Sec. 7.2              Early Retirement...................................33
     Sec. 7.3              Other Retirement...................................33
     Sec. 7.4              Benefits on Retirement.............................33
     Sec. 7.5              Commencement of Benefits...........................34
     Sec. 7.6              Final Contribution After Distribution
                           of Benefits........................................34

ARTICLE VIII            DEATH.................................................34

     Sec. 8.1              Benefits on Death..................................34
     Sec. 8.2              Final Contribution After Payment of
                           Benefits...........................................34

ARTICLE IX              DISABILITY............................................35

     Sec. 9.1              Benefits on Disability.............................35
     Sec. 9.2              Final Contribution After Payment of
                           Benefits...........................................35

ARTICLE X               TERMINATION BENEFITS..................................36

     Sec. 10.1             Termination of Employment Other than
                           by Reason of Death, Disability or
                           Retirement.........................................36
     Sec. 10.2             Vested Interest....................................36
     Sec. 10.3             Time of Distribution...............................36
     Sec. 10.4             Forfeiture and Return to Employment
                           Prior to Complete Distribution.....................37
     Sec. 10.5             Application of Forfeitures.........................38

ARTICLE XI              DISTRIBUTIONS AND WITHDRAWALS.........................38

     Sec. 11.1             Form of Payment....................................38
     Sec. 11.2             Consent to Distribution............................39
     Sec. 11.3             Minority or Disability of Distributee..............39
     Sec. 11.4             Additional Requirements Relating to
                           Benefit Payments and Death
                           Distributions......................................40
     Sec. 11.5             Withdrawals........................................43
     Sec. 11.6             Claims Procedure...................................43
     Sec. 11.7             Administrator's Duty to Trustee....................45
     Sec. 11.8             Duty to Keep Administrator Informed
                           of Distributee's Current Address...................45

                                      iii
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     Sec. 11.9             Failure to Claim Benefits..........................45
     Sec. 11.10            Distribution Pursuant to Qualified
                           Domestic Relations Orders..........................46
     Sec. 11.11            Tax Withholding and Participant's
                           Direct Rollover....................................47

ARTICLE XII             NOTICES...............................................48

     Sec. 12.1             Notice.............................................48
     Sec. 12.2             Modification of Notice.............................49
     Sec. 12.3             Reliance on Notice.................................49

ARTICLE XIII            AMENDMENT OR TERMINATION OF PLAN......................49

     Sec. 13.1             Amendment or Termination by Company................49
     Sec. 13.2             Effect of Amendment................................49
     Sec. 13.3             Distribution on Termination or
                           Discontinuance of Contributions....................50
     Sec. 13.4             Reversion of Contributions to
                           Employer...........................................51
     Sec. 13.5             Amendment of Vesting Schedule......................51
     Sec. 13.6             Merger or Consolidation of Plan....................51
     Sec. 13.7             Withdrawal of Employer.............................52

ARTICLE XIV             COMMITTEE.............................................52

     Sec. 14.1             Committee Composition..............................52
     Sec. 14.2             Committee Actions..................................53
     Sec. 14.3             Committee Procedure................................53
     Sec. 14.4             Delegation to Committee and Company's
                           Duty to Furnish Information........................53
     Sec. 14.5             Construction of Plan and Trustee's
                           and Recordkeeper's Reliance........................55
     Sec. 14.6             Committee Member's Abstention in
                           Cases Involving Own Rights.........................55
     Sec. 14.7             Counsel to Committee...............................55
     Sec. 14.8             Indemnification of Employees and
                           Directors..........................................55
     Sec. 14.9             Action Taken in Good Faith.........................56

ARTICLE XV              MISCELLANEOUS.........................................56

     Sec. 15.1             No Employment or Compensation Agreement............56
     Sec. 15.2             Spendthrift Provision..............................56
     Sec. 15.3             Construction.......................................57
     Sec. 15.4             Titles.............................................57
     Sec. 15.5             Texas Law Applicable...............................57


                                       iv
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     Sec. 15.6             Successors and Assigns.............................57
     Sec. 15.7             Allocation of Fiduciary
                           Responsibility by Named Fiduciary..................57
     Sec. 15.8             Expenses of Administration.........................58
     Sec. 15.9             Plan Controls......................................58
     Sec. 15.10            Effect of Mistakes.................................58
     Sec. 15.11            Operation of the Plan; Permitted
                           Corrections........................................58

ARTICLE XVI             ADOPTION BY AFFILIATED COMPANIES......................59

     Sec. 16.1             Transfer of Employment to Another
                           Employer...........................................59
     Sec. 16.2             Contributions and Forfeitures......................59
     Sec. 16.3             Transfers of Employment Between
                           Affiliated Companies...............................60
     Sec. 16.4             Action by Company..................................60
     Sec. 16.5             Termination of Employer's Status as
                           Affiliated Company.................................60

ARTICLE XVII            THE TRUSTEE...........................................61

     Sec. 17.1             Trust Fund.........................................61
     Sec. 17.2             Trustee's Duties...................................61
     Sec. 17.3             Benefits Only from Trust Fund......................61
     Sec. 17.4             Trust Fund Applicable Only to Payment
                           of Benefits........................................61
     Sec. 17.5             Texas Trust Code...................................61
     Sec. 17.6             Voting Rights......................................62

ARTICLE XVIII           INVESTMENTS...........................................62

     Sec. 18.1             Investment of Contributions and Trust
                           Assets.............................................62

ARTICLE XIX             TOP HEAVY PROVISIONS..................................63

     Sec. 19.1             Minimum Allocation Requirements....................63
     Sec. 19.2             Adjustment to Limitation on
                           Allocations for Years Beginning Prior
                           to April 1, 2000...................................63
     Sec. 19.3             Vesting Schedule...................................64
     Sec. 19.4             Definitions........................................64



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                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 1998)


     THIS  AGREEMENT,  executed this ____ day of March,  2002, and effective the
first  day of  April,  1998  unless  specifically  provided  elsewhere  in  this
Agreement,  by The RectorSeal  Corporation,  a Delaware corporation,  having its
principal office in Houston, Texas (hereinafter referred to as the "Company").


                              W I T N E S S E T H:

     WHEREAS,  effective  June 1, 1976, the Company  established  The RectorSeal
Corporation  Employee  Stock  Ownership  Plan  (hereinafter  referred  to as the
"Plan") in the form of a stock bonus plan  designed to  constitute  a "qualified
plan"  within the meaning of the  applicable  sections of the  Internal  Revenue
Code,  as amended (the "Code") for the benefit of eligible  employees  and their
beneficiaries; and

     WHEREAS,  the Plan was subsequently  amended from time to time and was then
amended and restated  effective  April 1, 1985,  except for specific  provisions
which were effective  April 1, 1984, to bring the Plan into  compliance with the
Tax Equity and Fiscal Responsibility Act of 1982, the Tax Reform Act of 1984 and
the Retirement Equity Act of 1984; and

     WHEREAS,  the Plan was  subsequently  amended by Amendment No. 1 effective,
with respect to specific provisions, on April 1, 1984 and April 1, 1985; and

     WHEREAS,  Jet-Lube,  Inc.,  a Delaware  corporation  ("Jet  Lube"),  and an
Affiliated  Company (herein  defined),  established the Jet-Lube,  Inc. Employee
Stock Ownership Plan (the "Jet Lube Plan") effective June 1, 1976; and

     WHEREAS, the Jet Lube Plan was subsequently amended from time to time prior
to April 1, 1984, was amended and restated  effective April 1, 1985,  except for
specific  provisions  which were effective  April 1, 1984, to bring the Jet Lube
Plan into compliance with the Tax Equity and Fiscal  Responsibility Act of 1982,
the Tax Reform Act of 1984 and the  Retirement  Equity Act of 1984,  and, due to
the  merger of the Jet Lube Plan with and into the Plan,  was  amended to comply
with (i) those  provisions  of the Tax  Reform  Act of 1986 that were  technical

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corrections to the Retirement Equity Act of 1984 and (ii) the temporary Treasury
regulations  issued with respect to those  provisions in the Code enacted by the
Retirement Equity Act of 1984 or the subsequent technical correction  provisions
thereto; and

     WHEREAS,  Jet Lube approved (i) the merger of the Jet Lube Plan,  effective
as of April 1, 1989, with and into the Plan and (ii) the transfer of assets from
the Jet Lube  Plan to the Plan as soon as  practicable  after the  valuation  of
accounts in the Jet Lube Plan at March 31, 1990; and

     WHEREAS,  the  Company  subsequently  amended  and  restated  the  Plan (i)
effective  April 1, 1989, to bring the Plan into  compliance with the Tax Reform
Act of 1986 as well as all other applicable laws, rules and regulations  enacted
or promulgated  since the prior plan  restatement  and (ii)  effective  April 1,
1994,  to  change  the  name  of the  Plan to "The  RectorSeal  Corporation  and
Jet-Lube, Inc. Employee Stock Ownership Plan."

     WHEREAS,  the Plan was  subsequently  amended by Amendment  No. I effective
August 15, 1997; and

     WHEREAS,  the Company  now desires to amend and restate the Plan  effective
April 1, 1998, except for certain provisions for which another effective date is
subsequently provided otherwise in the terms of the Plan, to bring the Plan into
compliance with the Code as modified by the Small Business Job Protection Act of
1996,  the  General  Agreement  on Tariffs  and Trade  under the  Uruguay  Round
Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of
1994,  the  Taxpayer   Relief  Act  of  1997,  the  Internal   Revenue   Service
Restructuring  and Reform Act of 1998, and the Community  Renewal Tax Relief Act
of  2000,  as well  as all  applicable  rules,  regulations  and  administrative
pronouncements  enacted,  promulgated or issued since the date the Plan was last
restated; and

     WHEREAS,  (i) the  benefits  payable from the Plan are  independent  of any
benefits  an  Employee  is or may  become  entitled  to under any  other  funded
pension,  profit  sharing  or  savings  plan,  (ii) the  benefits  payable to an
Employee or Beneficiary  under the Plan shall be determined  solely by reference
to the  provisions  of the  Plan  in  effect  on the  date  of  such  Employee's
retirement or other termination of employment,  except as otherwise specifically
provided  herein,  and (iii)  except as  otherwise  provided  in the Plan or any
amendment to the Plan,  the  provisions of any amendment to the Plan shall apply
solely to an Employee, former Employee,  Participant or Former Participant whose
employment  with an Employer  terminates on or after the  effective  date of the
amendment;

                                       2

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     NOW,  THEREFORE,  in consideration of the premises and the covenants herein
contained,  the Company  hereby  adopts the  following as the  provisions of the
revised and restated Plan:


                                    ARTICLE I

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

     Unless by the  context  hereof a  different  meaning is clearly  indicated,
whenever  used in this  Plan,  the  following  words  shall  have  the  meanings
hereinafter set forth:

     Sec.  1.1  Administrator  for the  purposes  of ERISA  means  the  Company;
provided,  that the Company,  by action of its  governing  body,  may  designate
another  person  or  entity,  including  the  Trustee,  the  Recordkeeper  or  a
Committee, as Administrator of the Plan.

     Sec. 1.2  Affiliated  Company  means the Company and any other entity which
is, along with the Company,  a member of a controlled group of corporations or a
controlled group of trades or businesses [as defined in Section 414(b) or (c) of
the Code],  any entity which along with the Company is included in an affiliated
service  group as defined in Section  414(m) of the Code,  and any other  entity
which is required to be aggregated  with the Company  pursuant to Section 414(o)
of the Code.

     Sec. 1.3 Allocation  Date means the  Anniversary  Date and each  additional
date  or  dates  designated  by  the   Administrator  on  which  allocations  of
contributions are made.

     Sec. 1.4 Anniversary Date means the last day of each Year.


     Sec. 1.5 Alternate Payee means a person defined in Section 414(p)(8) of the
Code who is entitled to benefits under the Plan pursuant to a Qualified Domestic
Relations Order.

     Sec. 1.6 Annual Compensation means the sum of (i) the amounts actually paid
to an  Employee  by the  Employer  for  services  rendered,  as  reported on the
Employee's Federal income tax withholding  statement (Form W-2 or its subsequent
equivalent)  for the  Year,  exclusive,  however,  of  reimbursements  and other
expense  allowances,  fringe  benefits  (cash and  noncash),  including  but not
limited to automobile allowances,  taxable group life insurance and amounts that
are paid to the Employee in cash in lieu of being  contributed  on his behalf to
the Plan or any other  qualified  defined  contribution  plan  maintained by the


                                       3
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Employer,  moving  expenses,  welfare  benefits,  and  all  other  extraordinary
compensation,  such as income  attributable  to phantom  stock  plans,  and (ii)
amounts applied to purchase  benefits  pursuant to a salary reduction  agreement
under a  cafeteria  plan as defined in Section 125 of the Code  sponsored  by an
Employer,  amounts deferred  pursuant to a salary reduction  agreement under any
other plan  described in Sections  401(k) and 408(k) of the Code sponsored by an
Employer, and, effective April 1, 2001, elective amounts that are not includible
in gross  income by  reason  of  Section  132(f)(4)  of the  Code.  For any Year
beginning after December 31, 1996 (i) only $160,000 of Annual Compensation shall
be taken into account by the Plan with respect to any Participant [or, beginning
April  1,  1998,   such  other  amount  as  may  be  determined   under  Section
401(a)(17)(B)  of  the  Code]  (hereinafter  referred  to as  the  "Compensation
Limitation"), and (ii) the family aggregation rules formerly required by Section
401(a)(17)(A)  of the Code shall no longer apply in determining a  Participant's
Annual Compensation.

     Sec.  1.7  Beneficiary  means  any  person  or  fiduciary  designated  by a
Participant  or Former  Participant  in  accordance  with the terms  hereof  and
Section 401(a)(9) of the Code to receive benefits hereunder  following the death
of  such  Participant  or  Former  Participant.   Each  Participant  and  Former
Participant may, from time to time, select one or more  Beneficiaries to receive
benefits  pursuant to Section 10.1 in the event of the death of such Participant
or Former Participant.  Such selection shall be made in writing by Notice to the
Administrator.  Unless  the  provisions  of the  Plan  or a  Qualified  Domestic
Relations  Order  provide  otherwise,  the last such  selection  filed  with the
Administrator  prior  to  the  date  of  death  of  the  Participant  or  Former
Participant  shall  determine  to whom  Plan  benefits  shall  be  paid.  If the
Participant  or Former  Participant  is married  at the date of his  death,  the
Beneficiary  shall be the  surviving  spouse  unless the spouse has consented in
writing to the designation of some other Beneficiary,  which designation may not
be changed without  spousal  consent unless the voluntary  consent of the spouse
(i) expressly  permits  designations  by the  Participant or Former  Participant
without any requirement of further  consent by the spouse and (ii)  acknowledges
that the  spouse has the right to limit the  consent to a specific  Beneficiary.
Such written  consent must  acknowledge  the effect of such  selection  and such
consent must be witnessed by a Plan  representative or a notary public.  Spousal
consent is not required if it is  established  to the  satisfaction  of the Plan
representative  that the consent may not be obtained (i) because the Participant
or Former  Participant has no spouse,  (ii) because the spouse cannot be located


                                       4
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or (iii) because of such other circumstances as the Secretary of Treasury may by
regulations prescribe.

     If the  Administrator  cannot  readily  determine  whether a Participant or
Former  Participant  has a  spouse  under  the laws of the  state  in which  the
Participant or Former  Participant  resides resulting from an individual's claim
to be a "common law" spouse of a Participant  or Former  Participant  or similar
circumstances,  the  Administrator  may request such  individual  to provide the
Administrator  with a legal opinion  satisfactory to the  Administrator or other
evidence demonstrating the individual's status as a spouse of the Participant or
Former  Participant.  The Administrator  has the sole and absolute  authority to
determine  an  individual's  status  as a  spouse  of a  Participant  or  Former
Participant and any such determination shall be final, binding and conclusive on
all parties ever  claiming an interest in the Plan.  Any consent by a spouse (or
establishment  that the  consent  of the spouse  may not be  obtained)  shall be
effective only with respect to that spouse.

     If a  Participant's  or  Former  Participant's  selection  is not  made  in
compliance with these  provisions or if all designated  persons shall predecease
the  Participant  or  Former  Participant,  Beneficiary  means  the first of the
following classes of successive  preference  beneficiaries  then surviving:  the
Participant's or Former Participant's:

     (a)  surviving spouse,

     (b)  descendants, per stirpes(including adopted children),


     (c) parents in equal shares,

     (d)  brothers and sisters in equal shares, and

     (e)  estate.

     If more than one  Beneficiary of a particular  class (primary or secondary)
is  entitled  to  benefits,  payments  shall  be made in  equal  shares  to such
Beneficiaries,  unless some other specific proportions are clearly designated by
the  Participant  or  Former  Participant.  If more  than one  Beneficiary  of a
particular  class (primary or secondary) is named,  the interest of any deceased
Beneficiary   of  that  class  shall  pass  to  the  surviving   Beneficiary  or
Beneficiaries  of that class except to the extent that the designation  provides
for payment to any secondary  Beneficiary or  Beneficiaries  upon the death of a
primary Beneficiary. In determining whether any person named as a Beneficiary is
living at the time of a  Participant's  or Former  Participant's  death, if such


                                       5
<PAGE>

person and the Participant or Former  Participant  died in a common disaster and
there is  insufficient  evidence to determine  which person died first,  then it
shall be deemed that the Beneficiary died first.

     Sec. 1.8 Code means the Internal Revenue Code of 1986, as it may be amended
from  time to time.  Reference  to a  section  of the Code  shall  include  that
section,   applicable  Treasury  regulations   promulgated  thereunder  and  any
comparable  section  of any  future  legislation  that  amends,  supplements  or
supersedes  said section,  effective as of the date such  comparable  section is
effective with respect to the Plan.

     Sec. 1.9  Committee  means the  committee  appointed  under  Article XIV to
administer the Plan, as from time to time  constituted.  If no such committee is
appointed, the Company shall constitute the Committee.

     Sec. 1.10 Company means The RectorSeal Corporation, a Delaware corporation,
or such other organization which, pursuant to a spinoff, merger,  consolidation,
reorganization,  or similar corporate transaction where a significant portion of
the  Company's  employees  become  employees  of such  organization,  adopts and
assumes the Plan and the Trust  Agreement as the sponsor with the consent of the
Company and agrees to accept the duties, responsibilities and obligations of the
sponsor  of the  Plan  and the  Trust  Agreement.  Reference  in the Plan to the
Company  shall  refer to any such  organization  which  adopts and  assumes  the
sponsorship of the Plan and the Trust Agreement.

     Sec.  1.11  Disability  means  the  physical  or  mental  incapacity  of  a
Participant  which, in the opinion of a physician approved by the Administrator,
will  permanently  prevent such  Participant  from  performing  any of the usual
duties of his employment.

     Sec.  1.12 Early  Retirement  Date means the  Anniversary  Date of the Year
coinciding  with or next  following the later of the date a Participant  attains
age 55 and has completed at least ten Years of Service  (Vesting),  provided the
Participant  has  elected  at least 60 days  prior to such  Anniversary  Date to
terminate his employment with all Affiliated Companies.

     Sec. 1.13 Employee means any individual in the employ of an Employer who is
included on the Federal  Insurance  Contribution  Act rolls of an Employer,  and
excludes  any  Leased  Employee  that  Section  414(n) of the Code  treats as an
Employee of an Employer,  unless  classification  of such Leased  Employee as an
Employee  is  necessary  to maintain  the  qualification  of the Plan.  The term


                                       6
<PAGE>

"Employee" shall not include any individual who by contract is not classified by
the Employer as a common law employee of the Employer,  even if such  individual
is  included  on the  Employer's  payroll  for  Federal  income tax  withholding
purposes  or whether  such  person is later  classified  as an  employee  by the
Internal  Revenue Service,  the Department of Labor, a court, an  administrative
agency, or an Employer.

     Sec. 1.14 Employer means the Company and any other Affiliated Company, with
respect to its Employees,  provided such Affiliated Company is designated by the
governing  body  of  the  Company  as an  Employer  under  the  Plan  and  whose
designation  as such has become  effective  and has  continued  in  effect.  The
designation  shall become effective only when it shall have been accepted by the
governing body of the Employer and shall be effective for the Year determined by
the governing  body of the Company and the Employer.  An Employer may revoke its
acceptance of such  designation at any time, but until such  acceptance has been
revoked, all of the provisions of the Plan and amendments thereto shall apply to
the Employees of the Employer.  In the event the  designation of the Employer as
such is revoked by the governing body of the Employer, this will not be deemed a
termination of the Plan.

     Sec. 1.15 Entry Date means the first day of the Year.

     Sec. 1.16 ERISA means the Employee  Retirement Income Security Act of 1974,
as it may be amended from time to time, and applicable  regulations  promulgated
thereunder.

     Sec.  1.17  Five-Year  Break in Service  means any five  consecutive  Years
during each of which the  Employee or  Participant  performs  for an  Affiliated
Company 500 or fewer Hours of Service.

     Sec.  1.18  Former   Participant  means  any  individual  who  has  been  a
Participant  in the Plan (i) who is no longer in the employ of an  Employer  and
who has not yet  received the entire  benefit to which he is entitled  under the
Plan, or (ii) who is still in the employ of an Affiliated Company and who has an
interest in the Plan but who is not  eligible  for  Employer  contributions  and
forfeitures.

     Sec.  1.19 Hours of Service  means each hour  credited to an  individual in
accordance with the following:

     (a) An Hour of Service shall be credited to an individual for each hour for
     which he is either directly or indirectly paid, or entitled to payment,  by
     any Affiliated Company or, to the extent permitted by the governing body of


                                       7
<PAGE>

     the Company or the  Administrator  in accordance with Section  401(a)(4) of
     the Code, by the predecessor  company.  An Employee on a non-hourly payroll
     whose Annual Compensation is not determined on the basis of certain amounts
     for each hour worked  shall be  credited  with 45 Hours of Service for each
     week  during  which he would  otherwise  have at least one Hour of Service,
     adjusted pro rata on the basis of 10 hours per day when  employment  or the
     Year begins on other than a Monday or ends on other than a Friday.

     (b) An Hour of Service shall be credited to an individual for each hour for
     which back pay,  irrespective  of  mitigation  of damages,  has been either
     awarded or agreed to by an Affiliated  Company or, to the extent  permitted
     by the  governing  body of the Company or the  Administrator  in accordance
     with Section 401(a)(4) of the Code, by the predecessor company. These Hours
     of Service shall be credited to the individual for the  computation  period
     or  periods  to which  the  award or  agreement  pertains  rather  than the
     computation period in which the award, agreement or payment is made.

     (c) An Hour of Service  shall be  credited to an  individual  for each hour
     while on unpaid leave  pursuant to the Family and Medical Leave Act of 1993
     for which he would have been paid or entitled  to payment by an  Affiliated
     Company had he been performing services.

     (d) In no event shall an  individual be given credit for a specific Hour of
     Service under more than one of the above  subsections  (a), (b) or (c) and,
     notwithstanding  any  other  provision  of the  Plan  to the  contrary,  an
     individual  shall not be credited with Hours of Service more than once with
     respect to the same period of time.

     (e) Hours of Service for periods during which no duties are performed shall
     be calculated and credited  pursuant to Section  2530.200b-2(b)  and (c) of
     the  Department  of Labor  regulations  which  are  incorporated  herein by
     reference.  No more than 501 Hours of Service  shall be credited  under the
     preceding sentence during any computation period.

     (f) Notwithstanding any other provisions of this Section 1.19, in the event
     an Employee is:

          (i) on leave of absence  authorized by his Employer in accordance with
          standard   personnel   policies   of  such   Employer   applied  in  a


                                       8
<PAGE>

          nondiscriminatory   manner  to  all  Employees   similarly   situated,
          including those described in Section 1.19(g) hereof, or

          (ii) on military  leave while the Employee's  reemployment  rights are
          protected by law,

     a  Five-Year  Break in  Service  and a One-Year  Break in Service  shall be
     deemed not to have occurred and the Employee shall continue to accrue Hours
     of Service  under the Plan  during the period of leave of  absence,  at the
     same rate he would have had he remained an active Employee  throughout such
     leave of absence,  provided he returns to  employment  immediately  (in the
     case of  military  leave,  within the  90 day  period  after his  honorable
     discharge or release or within the period  prescribed  by  applicable  law,
     whichever is longer) upon the expiration of such authorized  absence. If an
     Employee fails to return to the active employment of an Affiliated  Company
     within the time  specified  in a written  leave of  absence,  or after such
     period of military  service,  as  appropriate,  his service  will be deemed
     terminated as of the end of such permitted period of absence.

     (g) In addition,  solely for the purpose of determining a One-Year Break in
     Service  and a  Five-Year  Break in  Service,  the Plan  shall  credit  the
     Employee with the Hours of Service which otherwise would normally have been
     credited  to such  individual  during  the  computation  period in which an
     absence from the service of an Affiliated  Company occurs for any period by
     reason of (i)  pregnancy  of the  individual,  (ii) birth of a child of the
     individual,  (iii)  placement of a child with the  individual in connection
     with the adoption of such child by such individual, or (iv) for purposes of
     caring for such child for a period  beginning  immediately  following  such
     birth or placement;  provided, however, if the Employee has credit for more
     than 500 Hours of Service  without the  application of this sentence in the
     computation  period in which the absence from the service of an  Affiliated
     Company occurs for the reasons  specified in this sentence,  the Plan shall
     credit the Employee with such Hours of Service in the following computation
     period.  The Plan shall not credit any  Employee  with any Hours of Service
     under this  subsection  (g)  unless  such  Employee  timely  furnishes  the
     Administrator  information  establishing  (i)  that  the  absence  from the
     service of an Affiliated  Company was for one or more reasons  specified in
     the first  sentence of this  subsection (g) and (ii) the number of days for
     which there was an absence.


                                       9
<PAGE>

     (h) Effective  December 12, 1994, each period of qualified military service
     (within the meaning of Chapter 43 of Title 38,  United  States Code) served
     by an  Employee  who is  reemployed  under that  chapter  by an  Affiliated
     Company  following  such  service  shall  be  considered  service  with  an
     Affiliated Company for purposes of determining his Hours of Service.

     Sec. 1.20 Individual Account means an account or record to be maintained by
the Trustee or the  Recordkeeper  reflecting the monetary value of the undivided
interest in the Trust Fund of each Participant, each Former Participant and each
Beneficiary  and shall  include  the Other  Investments  Account  and the Parent
Company Stock Account.

     Sec. 1.21 Leased  Employee  means an individual who is not in the employ of
an Employer and who, pursuant to a leasing agreement between an Employer and any
other person ("leasing  organization"),  has performed  services for an Employer
[or for an  Employer  and any other  person  related to an  Employer  within the
meaning of Section 144(a)(3) of the Code] on a substantially full-time basis for
at least one year and who performs  after  December 31, 1996 such services under
the primary  direction or control by the Employer.  Leased  Employee  shall also
include any  individual  who is deemed to be an  employee  of an Employer  under
Section  414(o)  of  the  Code.  Notwithstanding  the  preceding  sentences,  if
individuals  described in the preceding sentence  constitute less than 20% of an
Employer's  non-highly  compensated  work force  within  the  meaning of Section
414(n)(5)(C)(ii) of the Code, the Plan shall not treat an individual as a Leased
Employee if the leasing  organization  covers the individual in a money purchase
pension plan providing immediate participation, full and immediate vesting and a
non-integrated  contribution  formula  equal  to at  least  ten  percent  of the
individual's  annual  compensation [as defined in Section 415(c)(3) of the Code,
but including amounts  contributed by an Employer pursuant to a salary reduction
agreement which are excludable from the individual's gross income under Sections
125, 402(e)(3),  402(h)(1)(B) or 403(b) of the Code or, effective April 1, 2001,
Section  132(f)(4) of the Code].  If any Leased  Employee shall be treated as an
Employee of an  Employer,  however,  contributions  or benefits  provided by the
leasing  organization  which are attributable to services of the Leased Employee
performed for an Employer shall be treated as provided by the Employer.

     Sec.  1.22  Named  Fiduciary  means the  Company,  except to the extent the
Company has delegated specific functions to the Committee,  if any, appointed by
the Company  pursuant to Article XIV. If no Committee is appointed,  the Company
will perform the functions of the Committee.


                                       10
<PAGE>

     Sec.  1.23  Normal   Retirement  Date  means  a  Participant's   or  Former
Participant's 65th birthday.

     Sec. 1.24 Notice means, unless otherwise provided specifically in the Plan,
(i) written Notice on an appropriate form provided by the  Administrator,  which
is properly  completed and executed by the party giving such Notice and which is
delivered  by  hand  or by mail to the  Administrator  or to  such  other  party
designated  by the  terms of the Plan or by the  Administrator  to  receive  the
Notice or (ii) Notice by  interactive  electronic  communication,  to the extent
authorized  by  the   Administrator,   to  the   Recordkeeper.   Notice  to  the
Administrator,  the Recordkeeper or to any other person as provided herein shall
be deemed to be given when it is  actually  received  (either  physically  or by
interactive electronic  communication,  as the case may be) by the party to whom
such Notice is given.  For  purposes  of the Plan,  an  "interactive  electronic
communication" means a communication  between a Participant,  Former Participant
or  Beneficiary  and the  Recordkeeper  pursuant to a system  maintained  by the
Recordkeeper  and  communicated  to each  Participant,  Former  Participant  and
Beneficiary in compliance with final Treasury  regulations and final  Department
of  Labor  regulations   whereby  each  such  individual  may  obtain  financial
information   regarding  his  Individual   Account  and  amounts  available  for
withdrawal  and  exercise  options  as  described  herein  with  respect  to his
Individual  Account,  as well as other actions approved from time to time by the
Administrator,  through the use of the telephone,  internet or such other system
and a  personal  identification  number  assigned  to  the  Participant,  Former
Participant  or  Beneficiary  by the  Recordkeeper  or the  Administrator.  If a
Participant,  Former  Participant or Beneficiary  (i) consents to participate in
the  Plan's  interactive  electronic  communication  procedures  adopted  by the
Administrator,  if  any,  and  (ii)  acknowledges  that  actions  taken  by such
Participant,  Former Participant or Beneficiary  through the use of his personal
identification  number  constitute his  signature,  to the extent allowed by the
Administrator, for purposes of Beneficiary designations and Plan withdrawals and
distributions,  including waiver of the 30-day period described in Section 11.2,
the Participant,  Former Participant or Beneficiary, as the case may be, will be
deemed  to have  given his  written  consent  and  authorization  to any  action
resulting from the use of the interactive electronic communication system by the
Participant, Former Participant or Beneficiary.


                                       11
<PAGE>

     Sec.  1.25  One-Year  Break in  Service  means  any Year  during  which the
Employee or Participant performs for an Affiliated Company 500 or fewer Hours of
Service.

     Sec. 1.26 Other  Investments  Account  means the portion of the  Individual
Account  maintained  by the Trustee or the  Recordkeeper  for each  Participant,
Former Participant or Beneficiary reflecting the monetary value of such person's
individual interest in the Trust Fund attributable to Employer contributions and
forfeitures  in cash  under this Plan  which  have not been  invested  in Parent
Company Stock and are to be invested in other assets;  it shall be credited with
the net income (or  debited  with the loss) of the Trust  Fund  attributable  to
investments in the Other Investments Account.

     Sec.  1.27  Parent  Company  Stock  means  shares  of any  class of  stock,
preferred or common, which are issued by Capital Southwest Corporation,  a Texas
corporation,  or any other  qualifying  employer  security of Capital  Southwest
Corporation,  as defined in ERISA.  The shares of Parent Company Stock currently
held by the Plan are regularly traded on the Nasdaq National Market.

     Sec. 1.28 Parent  Company Stock Account means the portion of the Individual
Account  maintained  by the Trustee or the  Recordkeeper  for each  Participant,
Former  Participant  or  Beneficiary  to which  is  credited  shares  (including
fractional  shares) of Parent Company Stock which are  attributable  to Employer
contributions and forfeitures under the Plan.

     Sec.  1.29  Participant  means  an  Employee  who has  met the  eligibility
requirements  of the Plan as  provided  in  Article  II hereof and who has begun
participating in the Plan.

     Sec. 1.30 Plan means the stock bonus plan embodied herein,  as the same may
be amended from time to time, and shall be known as "The RectorSeal  Corporation
and Jet-Lube, Inc. Employee Stock Ownership Plan."

     Sec. 1.31 Qualified Domestic Relations Order means any judgment,  decree or
order (including approval of a property settlement  agreement) which (i) relates
to the provision of child support,  alimony payments, or marital property rights
to a spouse,  former spouse, child or other dependent of a Participant or Former
Participant,  (ii) is made pursuant to a state  domestic  relations  law,  (iii)
creates or recognizes the existence of an Alternate Payee's right to, or assigns
to an  Alternate  Payee the right to,  receive all or a portion of the  benefits
payable with respect to a Participant or Former  Participant  under the Plan and
(iv) complies with the requirements of Section 414(p) of the Code.


                                       12
<PAGE>

     Sec. 1.32 Recordkeeper  means any person or entity appointed by the Company
or the Committee to perform  recordkeeping and other administrative  services on
behalf of the Plan. If no Recordkeeper  is appointed,  the Trustee shall perform
the duties of the Recordkeeper.

     Sec. 1.33 Trust Agreement  means "The RectorSeal  Corporation and Jet-Lube,
Inc.  Employee Stock  Ownership Plan Trust  Agreement"  entered into between the
Company  and the  Trustee to carry out the  purposes of the Plan and under which
the Trust Fund is  maintained;  provided  that if such  agreement  be amended or
supplemented,  Trust  Agreement,  as  of a  particular  date,  shall  mean  such
agreement, as amended and supplemented and in force on such date.

     Sec.  1.34 Trust Fund means all assets of  whatsoever  kind and nature from
time to time held by the Trustee  pursuant to terms and  conditions of the Trust
Agreement out of which benefits of the Plan are provided.

     Sec.  1.35 Trustee  means any  institution  or  individuals  designated  as
Trustee or Trustees  by the  governing  body of the  Company,  or any  successor
trustee or  additional  trustee or trustees  acting at any time as Trustee under
the Trust Agreement.

     Sec.  1.36 Year means the 12-month  period from April 1 of each year to the
next following March 31.

     Sec. 1.37 Year of Service  (Participation)  means the 12 consecutive  month
period  commencing  with the employment  commencement  date of an Employee by an
Affiliated  Company,  which is the date the Employee  first  performs an Hour of
Service for an Affiliated  Company,  during which the Employee performs at least
1,000  Hours of Service  for an  Affiliated  Company.  If an  Employee  does not
perform  1,000  Hours of  Service  in the 12  month  period  beginning  with his
employment  commencement  date, Year of Service  (Participation)  means the Year
commencing with the Year immediately following his employment  commencement date
during  which the  Employee  performs  at least  1,000  Hours of Service  for an
Affiliated Company.

     Sec.  1.38  Year of  Service  (Vesting)  means  any Year  during  which the
Employee  performs at least 1,000  Hours of Service for an  Affiliated  Company,
subject to the following:


                                       13
<PAGE>

     (a) if an  Employee  has a  One-Year  Break in  Service,  Years of  Service
     (Vesting)  before such break shall not be taken into  account  until he has
     completed a Year of Service (Vesting) after his return to employment; and

     (b) if an  Employee  has a  Five-Year  Break in  Service,  Years of Service
     (Vesting) after such break shall not be taken into account for the purposes
     of determining the nonforfeitable percentage of his accrued benefit derived
     from Employer contributions which accrued before such break.

     Sec. 1.39 Gender and Number.  Except as otherwise indicated by the context,
any masculine terminology used herein also includes the feminine and neuter, and
vice  versa,  and the  definition  of any term  herein in a singular  shall also
include the plural, and vice versa.


                                   ARTICLE II

                            ELIGIBILITY OF EMPLOYEES
                            ------------------------

     Sec. 2.1 Eligibility. Each eligible Employee shall be deemed to have become
a  Participant  (unless he elects  otherwise  pursuant to Section 2.2) as of the
Entry Date which falls within the  Employee's  completion of one Year of Service
(Participation).

     Sec. 2.2 Election Not to Participate.  An Employee  eligible to participate
or  participating in the Plan may elect not to participate (or elect to withdraw
from the Plan if then  participating)  for a given Year,  provided  that written
notice of such  election  is given to the  Administrator  in  satisfactory  form
before the end of the Year in  question.  Upon receipt by the  Administrator  of
such notice, the Participant shall become a Former Participant  retroactively to
the  beginning of the  particular  Year.  Such  election  shall remain in effect
unless and until the Employee ceases to be such or elects to participate  again.
An  Employee  eligible  to  participate  in the  Plan  who  has  elected  not to
participate  (or  elected  to  withdraw)  may elect to  participate  in any Year
thereafter by giving written notice in satisfactory  form to the  Administrator.
Such election shall be effective  immediately,  and the Employee shall become an
active  Participant  as  of  the  date  of  receipt  of  such  election  by  the
Administrator   or  such  later  date  as  may  be   specified  in  the  notice.
Notwithstanding the foregoing  provisions of this Section 2.2, William R. Thomas
is excluded from participating in the Plan.


                                       14
<PAGE>

     Sec. 2.3 Eligibility upon Reemployment.  Notwithstanding  Section 2.1, each
Employee who completes a Year of Service  (Participation) in either his first 12
months of employment or a Year, as required in Section 1.37, but is not employed
at the  expiration  of  such  12-month  period  or such  Year,  shall  become  a
Participant  immediately  upon his return to the status of Employee,  subject to
Section  2.6. An Employee who  completes  1,000 Hours of Service in the 12-month
period or the Year  while  employed  by an  Affiliated  Company  which is not an
Employer  shall become a Participant  as of the Entry Date preceding the date on
which he becomes an Employee of an Employer.

     Sec. 2.4 Reemployment of Participant. If the employment of a Participant is
terminated for any reason and he subsequently  is reemployed by an Employer,  he
shall be eligible to become a Participant  (unless he elects otherwise  pursuant
to Section 2.2) on the date he resumes employment with an Employer.

     Sec.  2.5  Exclusion  of  Employees   Covered  by  Collective   Bargaining.
Notwithstanding  Section  2.1, an Employee  covered by a  collective  bargaining
agreement  between  the  Employer  and a  collective  bargaining  representative
certified under the Labor Management  Relations Act who is otherwise eligible to
become a Participant under this Article shall be excluded if retirement benefits
were the subject of good faith bargaining between the Employee's  representative
and the Employer and if the  agreement  does not require the Employer to include
such Employee in this Plan.  An Employee who is a Participant  in this Plan when
he is excluded  under the  provisions  of this  Section  2.5 shall cease  active
participation  in this Plan on the effective date of that collective  bargaining
agreement and shall not participate in Employer  contributions while a member of
the ineligible class but shall not be considered to have terminated employment.

     Sec.  2.6  Eligibility  Upon  Entry  or  Reentry  into  Eligible  Class  of
Employees.  In the event a  Participant  is  excluded  because he is no longer a
member of an eligible  class of  Employees as specified in this Article II, such
Employee shall participate as of the Entry Date preceding the date of his return
to an eligible  class of  Employees.  In the event that an Employee who is not a
Former  Participant  in the Plan  becomes a member of the eligible  class,  such
Employee  shall  participate  as of the  Entry  Date  preceding  the date of his
becoming an eligible class member if such Employee has satisfied the eligibility
requirements of Section 2.1 and would have  previously  become a Participant had
he been in the eligible class.


                                       15
<PAGE>

                                   ARTICLE III

                                  CONTRIBUTIONS
                                  -------------

     Sec.  3.1  Contributions  of the  Employer.  The  governing  body  of  each
Employer,  in its  discretion,  shall  determine  the amount of, and cause to be
made, its contribution to the Plan. Each Employer's  liability for the amount of
its  contribution  will be established by its governing  body, and other actions
taken,  within the time required by law so as to permit the  contributions for a
particular  Year to be  deductible  for  Federal  income  tax  purposes  for the
corresponding  taxable  year,  and  the  amount  of  such  contribution  will be
communicated to the Participants as soon as practicable after the amount thereof
has been established.

     Sec. 3.2 Form of Employer Contributions.  The Employer contribution by each
Employer may be paid in cash or in securities,  other property, or shares having
an equivalent  value, or any combination  thereof,  as the governing body of the
Employer may determine.  To the extent that the Trust Fund has cash  obligations
payable  in one  year  from  the date the  Employer  contribution  is due,  such
Employer  contribution  shall  be paid in cash in an  amount  determined  by the
Employer or the Administrator.

     Sec. 3.3 Time of Contributions.  Contributions made by an Employer pursuant
to Section  3.1 may be made at any time and from time to time,  except  that the
total  contribution  for any Year  shall be paid in full not later than the time
prescribed  by law to enable the Employer to obtain a deduction  therefor on its
federal  income  tax  return  for  said  Year.   Contributions  made  after  the
Anniversary  Date of the Year but  within  the time  for  filing  an  Employer's
federal income tax return (including extensions thereof) shall be deemed made as
of the Anniversary Date of that Year if so directed by the Employer, except such
contributions  shall not share in increases,  decreases,  or income to the Trust
Fund prior to the date  actually  made.  Notwithstanding  the  foregoing,  on an
Employer's  request,  a contribution which was made upon a mistake of fact or on
deductibility of the  contribution  shall be returned to the Employer within one
year after payment of the  contribution or disallowance of the deduction (to the
extent disallowed),  as the case may be; provided,  however, the amount returned
to an  Employer  shall not be  increased  by any  earnings  thereon and shall be
reduced by any losses attributable to such amount.

     Sec. 3.4 Limit on Employer  Contributions.  Notwithstanding  the  foregoing
provisions  of this Article III,  the  contribution  of an Employer for any Year


                                       16
<PAGE>

shall in no event exceed an amount which will, under the law then in effect,  be
deductible by the Employer in computing its federal taxes for the fiscal year of
the Employer in which that Year ends.

     Sec. 3.5 Manner of Making  Contributions.  All  contributions  to the Trust
Fund  shall  be  paid  directly  to  the  Trustee.   In  connection   with  each
contribution,  the Employer shall provide the Recordkeeper with information that
identifies each  Participant on whose behalf the  contribution is being made and
the amount thereof.  The Recordkeeper  shall provide the Trustee with any of the
information  received  by it which is  necessary  for the Trustee to perform its
duties and obligations with respect to the Trust Fund.

     Sec. 3.6 Contributions with Respect to Military Leave.  Notwithstanding any
provision of the Plan to the contrary,  contributions  with respect to qualified
military  service  (within the meaning of Chapter 43 of Title 38,  United States
Code) shall be permitted in accordance with Section 414(u) of the Code.


                                   ARTICLE IV

                      ACCOUNTS AND VALUATION OF TRUST FUND
                      ------------------------------------

     Sec. 4.1 Participants'  Individual  Accounts.  The assets of the Trust Fund
shall constitute a single fund in which each Participant and Former  Participant
shall  have  his   proportionate   interest  as  provided  in  this  Plan.   The
Administrator  shall maintain,  or cause to be maintained,  with respect to each
Employer, an Individual Account for each Participant or Former Participant which
shall reflect the credits and charges  allocable  thereto in accordance with the
Plan. The Administrator shall maintain, or cause to be maintained, records which
will  adequately  disclose  at all times the state of the Trust Fund and of each
separate interest therein.  The books,  forms and methods of accounting shall be
entirely in the hands of and subject to the supervision of the Administrator.

     Sec.  4.2  Valuation  of  the  Trust  Fund  and  of the  Interest  of  Each
Participant.   Within  a  reasonable  time  after  each  Allocation   Date,  the
Administrator  shall direct the Trustee to prepare a statement of the  condition
of the Trust Fund,  setting forth all investments,  receipts and  disbursements,
and other transactions  effected by it during the applicable period, and showing
all the assets of the Trust  Fund and the cost and fair  market  value  thereof.
This statement shall be delivered to the Administrator.  At least annually,  the

                                       17
<PAGE>

Administrator shall cause to be prepared,  and shall deliver to each Participant
or Former Participant,  a report disclosing the status of his Individual Account
in the Trust Fund as of the applicable Allocation Date.

     For  purposes of  determining  the market value of  securities  held by the
Trustee,  such  securities  shall be valued as of the close of  business  on the
Allocation  Date or, if securities  shall not have been traded and reported on a
national  securities  exchange or in the  over-the-counter  market on such date,
then at the last bid price as of the close of business on the Allocation Date.

     Notwithstanding  any other  provision  of this  Section 4.2, if the Trustee
shall  determine  that the  Trust  Fund  assets  consist  in whole or in part of
property not traded freely on a recognized market,  including but not limited to
Parent Company Stock, or that information necessary to ascertain the fair market
value thereof is not readily available to the Trustee, the Trustee shall request
the  Administrator  to instruct the Trustee as to the value of such property for
all  purposes  under the Plan,  and the  Administrator  shall  comply  with such
request. The Administrator may engage a competent appraiser to assist it in this
process.  The  value  placed  upon such  property  by the  Administrator  in its
instructions  to the Trustee  shall be  conclusive  and binding upon the Trustee
subject to the fiduciary provisions of ERISA. If the Administrator shall fail or
refuse  to  instruct  the  Trustee  as to the  value of such  property  within a
reasonable time after receipt of the Trustee's request to do so, the Trustee may
engage a competent  appraiser to fix the fair market value of such  property for
all purposes  hereunder.  The determination of any duly retained appraiser as to
the fair market value of such property  shall be the value  reported  hereunder,
and  neither  the  Administrator  nor the Trustee  shall have any  liability  in
connection  therewith,  subject  to  the  fiduciary  provisions  of  ERISA.  The
reasonable fees and expenses  incurred for any such appraisal shall be deemed an
expense of the Trustee and paid as provided in Section 15.8.

     The  determination of the fair market value of the assets of the Trust Fund
and the  Administrator's  charges  or credits to the  Individual  Accounts  with
respect to Participants or Former  Participants shall be final and conclusive on
all persons ever interested hereunder, subject to Section 11.6 hereof.

     Sec.  4.3   Allocations  to  Individual   Accounts.   In  order  that  each
Participant's  interest  as  provided  in  this  Plan  may  be  determined,  the
Individual Account of each Participant [or Former  Participant,  for purposes of
Sec. 4.3(c)(iii)] shall be adjusted as follows:

                                       18
<PAGE>

     (a) The Parent Company Stock Account of each  Participant  will be credited
     at least  once each Year with his  allocable  share of (i)  Parent  Company
     Stock purchased and paid for by the Trust Fund from contributions or out of
     his Other Investments Account or contributed in kind by his Employer,  (ii)
     forfeitures of Parent Company Stock which are  attributable to his Employer
     and (iii) stock  dividends of Parent  Company Stock on Parent Company Stock
     held in his Parent  Company Stock Account or acquired in exchange for other
     assets not yet allocated.

     (b) The Other Investments Account of each Participant will be credited with
     his  remaining   allocable  share  of  contributions  and  forfeitures  not
     represented by Parent Company Stock which are  attributable to his Employer
     and with cash dividends on Parent Company Stock in his Parent Company Stock
     Account;  it will also be credited (or  debited)  with his share of the net
     income (or loss) of the Trust Fund  attributable to it. Each  Participant's
     Other  Investments  Account may also be debited for any purchases of Parent
     Company Stock and the Parent Company Stock Account shall then be credited.

     (c) The allocations will be made as follows:

          (i) Employer Contributions and Other Items. Employer contributions and
          Parent Company Stock attributable thereto will be allocated as of each
          Anniversary Date among the Individual Accounts of Participants who are
          Employees of each Employer at the end of the Year and, for any Year in
          which the Plan is not a top heavy plan as defined in Section 416(g) of
          the Code,  who  completed  at least 1,000 Hours of Service  during the
          Year,  and to the  Individual  Accounts of Former  Participants  whose
          employment was terminated by reason of death, Disability or retirement
          under  Article  VII during the Year,  in the ratio in which the Annual
          Compensation  of each bears to the aggregate  Annual  Compensation  of
          all.

          (ii) Forfeitures. Forfeitures during a Year attributable to the former
          Participants  of each  Employer,  subject  to Section  10.5,  shall be
          allocated as of the Anniversary Date in such Year among the Individual
          Accounts  of  the  remaining   Participants  and  Former  Participants
          employed by the same Employer in the same proportion that the Employer
          contributions are (or would be) allocated for such Year.

                                       19
<PAGE>

          (iii) Net Income (or Loss) of the Trust Fund. The net income (or loss)
          of the Trust Fund will be determined as of each  Anniversary  Date, or
          more frequently if the Trustee or the Administrator so desires. Except
          as provided herein with respect to certain  dividends and tax refunds,
          the net income (or loss) of the Trust  Fund which is  attributable  to
          assets  held  in  a  Participant's  and  Former   Participant's  Other
          Investments  Account  shall  be  allocated  to his  Other  Investments
          Account  in the ratio  which  the  balance  of his  Other  Investments
          Account  on the  preceding  Anniversary  Date bears to the sum of such
          balances as of the preceding Anniversary Date for all Participants and
          Former  Participants in the Plan on the subsequent  Anniversary  Date.
          Dividends  (excluding  dividends  of Parent  Company  Stock) on Parent
          Company  Stock and tax refunds  with respect to Parent  Company  Stock
          shall  be  allocated  to  the  Other   Investments   Account  of  each
          Participant  or Former  Participant  in the ratio  that the  number of
          shares of Parent  Company Stock held in that  Participant's  or Former
          Participant's  Parent  Company Stock Account bears to the total number
          of shares of Parent  Company  Stock held in the Parent  Company  Stock
          Accounts  of  all  Participants  and  Former  Participants.  Likewise,
          dividends  declared on any other security held by the Trust Fund shall
          be allocated to the Other  Investments  Account of each Participant or
          Former  Participant  in the  ratio  that the  number of shares of that
          security to which the dividend  relates held in that  Participant's or
          Former  Participant's  Other  Investments  Account  bears to the total
          number  of  shares  of that  security  held in the  Other  Investments
          Accounts of all Participants and Former  Participants.  The net income
          (or loss) includes the increase (or decrease) in the fair market value
          of  assets  of the Trust  Fund  (other  than  Parent  Company  Stock),
          interest,  dividends, tax refunds, other income and expenses since the
          preceding Anniversary Date.

     (d) Special  Rate for  Participants  in  Qualified  Military  Service.  For
     purposes of this Section 4.3, while a Participant is in qualified  military
     service (within the meaning of chapter 43 of title 38, United States Code),
     he shall be  considered to be in the service of the Employer and to receive
     Annual Compensation during any such period of qualified military service in
     an amount equal to the Annual  Compensation  he would have received  during

                                       20
<PAGE>

     such period if he were not in such service, determined based on the rate of
     pay he would have received from the Employer but for the absence during the
     period of such service;  provided,  however, if the Annual Compensation the
     Participant  would  have  received  during  such  period is not  reasonably
     certain,  the Participant's  average Annual  Compensation from the Employer
     during the 12-month  period  immediately  preceding the qualified  military
     service (or, if shorter, the period of employment immediately preceding the
     qualified military service) shall be used.

     (e)  Equitable  Allocation.  The  Administrator  may  establish  accounting
     procedures  for the  purpose  of making  the  allocations,  valuations  and
     adjustments to Individual  Accounts of Participants and Former Participants
     provided for in this Article IV. Should the  Administrator  determine  that
     the strict  application of its accounting  procedures will not result in an
     equitable  and  nondiscriminatory  allocation  among the Other  Investments
     Accounts  and Parent  Company  Stock  Accounts of  Participants  and Former
     Participants,  it may modify its procedures for the purpose of achieving an
     equitable and  nondiscriminatory  allocation in accordance with the general
     concepts  of the Plan and the  provisions  of this  Article  IV;  provided,
     however,  that such  adjustments  to  achieve  equity  shall not reduce the
     vested  portion  of a  Participant  or  Former  Participant  and  shall  be
     consistent with the provisions of the Code.

     (f)  Computations.  All of the  computations  required to be made under the
     provisions  of this Article IV shall be made in accordance  with  generally
     accepted accounting  principles and such computations,  when made, shall be
     conclusive  with  respect  thereto  and  shall  be  binding  upon  all  the
     Participants  and Former  Participants and all other persons ever having an
     interest in the Trust Fund, subject to the provisions of Section 8.1.

     (g)  Dividends  After   Anniversary   Date.  If  a  Participant  or  Former
     Participant is to receive a distribution  or withdrawal from the Plan based
     on the immediately preceding Anniversary Date and prior to the date of such
     distribution  or  withdrawal a dividend is declared on any security held by
     that Participant's or Former  Participant's  Individual Account, the amount
     of the  distribution  to such  Participant or Former  Participant  shall be
     adjusted to reflect such dividend.

     Sec. 4.4 Included Individual Accounts. For the purposes of this Article IV,
references  to  the  Individual  Accounts  of  Participants  shall  include  the

                                       21
<PAGE>

Individual  Accounts  of  those  who  die,  become  disabled,  retire,  or whose
employment terminates during the Year in question.

     Sec.  4.5  Time  When  Contributions  are  Allocated.  If  directed  by the
Administrator,  an  Employer  contribution  for  a  Year  may  be  provisionally
allocated as of any  Allocation  Date prior to the  Anniversary  Date,  but such
allocation shall be subject to adjustment as of the Anniversary Date.


                                   ARTICLE V

                            LIMITATION ON ALLOCATIONS
                            -------------------------

     Sec. 5.1 Limitation on Allocations.  Notwithstanding any other provision of
the Plan, the following provisions shall be applicable to the Plan:

     (a) If this Plan is the only plan  maintained by the Employer  which covers
     the  class  of  Employees   eligible  to  participate   hereunder  and  the
     Participant does not participate in and has never participated in a Related
     Plan or a welfare  benefit fund, as defined in Section  419(e) of the Code,
     maintained by the Employer, or an individual medical account, as defined in
     Section 415(1)(2) of the Code,  maintained by the Employer,  which provides
     an Annual Addition as defined in Section 5.2(a), the Annual Additions which
     may be allocated under this Plan to a Participant's  Individual Account for
     a Limitation Year shall not exceed the lesser of:

          (i) the Maximum Permissible Amount; or

          (ii) any other limitation contained in this Plan.

     (b) If an Employer maintains,  in addition to this Plan, (i) a Related Plan
     which covers the same class of Employees eligible to participate hereunder,
     (ii) a welfare  benefit fund, as defined in Section  419(e) of the Code, or
     (iii) an individual medical account, as defined in Section 415(l)(2) of the
     Code, which provides an Annual Addition,  the Annual Additions which may be
     allocated  under  this Plan to a  Participant's  Individual  Account  for a
     Limitation Year shall not exceed the lesser of:

          (i) the Maximum Permissible  Amount,  reduced by the sum of any Annual
          Additions  allocated  to  the  Participant's  accounts  for  the  same

                                       22
<PAGE>

          Limitation  Year under this Plan and such other  Related  Plan and the
          welfare plans described in clauses (ii) and (iii) above; or

          (ii) any other limitation contained in this Plan.

     Sec. 5.2  Definitions.  For purposes of this Article V, the following terms
shall have the meanings set forth below:

     (a) "Annual  Additions" means the sum of the following amounts allocated to
     a Participant's Individual Account for a Limitation Year:

          (i) all Employer contributions;

          (ii) all forfeitures;

          (iii) all Employee contributions;

          (iv) amounts allocated to an individual medical account, as defined in
          Section  415(l)(2) of the Code,  which is part of a pension or annuity
          plan maintained by the Employer and amounts derived from contributions
          which are attributable to  post-retirement  medical benefits allocated
          to the  separate  account  of a key  employee,  as  defined in Section
          419A(d)(3)  of the Code,  under a welfare  benefit fund, as defined in
          Section 419(e) of the Code, maintained by the Employer; and

          (v) all allocations under a simplified employee pension.

     For purposes of this Article V, Employee  contributions shall be determined
     without  regard to any (i)  rollover  contribution  within  the  meaning of
     Section  402(c),  403(a)(4),  403(b)(8)  or  408(d)(3)  of the  Code,  (ii)
     contribution  by  the  Employee  to an  individual  retirement  account  or
     individual  retirement  annuity,  and (iii)  direct  transfers  of Employee
     contributions  from a plan  described in Section  401(a) of the Code to the
     Plan.

     In addition,  Annual  Additions shall include "excess  elective  deferrals"
     within the  meaning  of Treas.  Reg.ss.1.402(g)  1(c)(1)(iii)  that are not
     distributed  by the defined  contribution  plan to the  participant  before
     April 15 following the taxable year of deferral, "Excess employee savings

                                       23
<PAGE>

     contributions"  within the meaning of Treas.  Reg.ss.1.401(k)-1(g)(7),  and
     "excess   matching    contributions"   within   the   meaning   of   Treas.
     Reg.ss.1.401(m)-1(f)(8).

     (b) "Excess Amount" means the excess of the Annual Additions allocated to a
     Participant's  Individual  Account for the Limitation Year over the Maximum
     Permissible Amount, less loading and other administrative charges allocable
     to such excess.

     (c) "Limitation Year" means a twelve-consecutive month period ending on the
     last day of the Year. All qualified  plans  maintained by the Employer must
     use the same  Limitation  Year.  If the  Limitation  Year is  amended  to a
     different  12-consecutive  month period, the new Limitation Year must begin
     on a date within the Limitation Year in which the amendment is made.

     (d) "Maximum  Permissible Amount" for a Limitation Year with respect to any
     Participant shall be the lesser of:

          (i) $30,000 [or,  beginning April 1, 1999, and each April  thereafter,
          such other dollar  limitation  determined for the  Limitation  Year by
          automatically  adjusting the $30,000  limitation by the cost-of-living
          adjustment  factor  prescribed by the Secretary of the Treasury  under
          Section  415(d)  of the Code in such  manner  as the  Secretary  shall
          prescribe]; or

          (ii) 25% of the Participant's  Annual  Compensation for the Limitation
          Year.

     (e)  "Employer"  means for purposes of this Article V, any Employer and any
     Affiliated  Company  that  adopts  this  Plan;   provided,   however,   the
     determination under Sections 414(b) and (c) of the Code shall be made as if
     the phrase "more than 50 percent" were substituted for the phrase "at least
     80 percent" each place it is  incorporated  into Section  414(b) and (c) of
     the Code.

     (f) "Annual  Compensation"  means,  notwithstanding  Section  1.6,  for the
     purposes of this Article V, a Participant's earned income, wages, salaries,
     fees for professional service and other amounts received (without regard to
     whether an amount is paid in cash) for personal  services actually rendered
     in the course of employment  with an Employer  maintaining  the Plan to the
     extent that the amounts are includable in gross income [including,  but not
     limited to,  commissions  paid salesmen,  compensation  for services on the

                                       24
<PAGE>

     basis of a percentage of profits,  commissions on insurance premiums, tips,
     bonuses,  fringe benefits, and reimbursements,  or other expense allowances
     under a nonaccountable plan, as described in Treas. Reg.  ss.1.62-2(c)] and
     excluding the following:

          (i) Employer  contributions to a plan of deferred  compensation to the
          extent  contributions are not included in gross income of the Employee
          for the taxable year in which contributed, or on behalf of an Employee
          to a simplified employee pension plan to the extent such contributions
          are deductible by the Employee,  and any distributions  from a plan of
          deferred compensation whether or not includable in the gross income of
          the Employee when distributed;

          (ii)  amounts  realized  from the  exercise of a  non-qualified  stock
          option,  or when  restricted  stock (or property)  held by an Employee
          becomes freely  transferable  or is no longer subject to a substantial
          risk of forfeiture;

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

          (iv)  other   amounts  which   receive   special  tax   benefits,   or
          contributions  made by the  Employer  (whether  or not  under a salary
          reduction agreement) towards the purchase of an annuity contract under
          Section  403(b)  of the Code  (whether  or not the  contributions  are
          excludable from the gross income of the Employee).

     For Limitation Years after December 31, 1991,  Annual  Compensation for any
     Limitation Year is the Annual  Compensation  actually paid or includable in
     gross  income  during such  Limitation  Year.  For  Limitation  Years after
     December 31, 1997, Annual Compensation shall include amounts contributed by
     an Employer  pursuant to a salary reduction  agreement which are excludable
     from  the  Participant's   gross  income  under  Sections  125,  402(e)(3),
     402(h)(1)(B),  408(p)(2)(A)(i),  457 or 403(b) of the Code.  For Limitation
     Years  beginning on or after  January 1, 2001,  Annual  Compensation  shall
     include elective amounts that are not includible in the gross income of the
     Participant by reason of Section 132(f)(4) of the Code.

                                       25
<PAGE>

     (g) "Related Plan" means any other defined contribution plan [as defined in
     Section  415(k) of the Code]  maintained  by any  Employer  as  defined  in
     Section 5.2(e).

     (h) "Defined Contribution Plan Fraction" means for any Limitation Year:

          (i) the sum of the Annual Additions to the Participant's account under
          this Plan and his accounts  under any Related  Plan and welfare  plans
          [as described in Section  5.1(b)(ii) and (iii)] as of the close of the
          Limitation Year,

     divided by:

          (ii) the sum of the lesser of the following amounts determined for the
          Limitation  Year  and  for  each  prior  Year  of his  service  for an
          Employer:

               (A) the product of 1.25,  multiplied by the dollar  limitation in
               effect under Section  415(c)(1)(A) of the Code for the Limitation
               Year  [determined  after  adjustment  under Section 415(d) of the
               Code], or

               (B) the product of 1.4,  multiplied  by an amount equal to 25% of
               the Participant's Annual Compensation for the Limitation Year.

     If the  Employee  was a  Participant  as of the end of the first day of the
     first  Limitation  Year  beginning  after December 31, 1986, in one or more
     defined  contribution  plans  maintained  by  an  Employer  which  were  in
     existence on May 6, 1986,  the numerator of the Defined  Contribution  Plan
     Fraction  will be  adjusted  if the sum of that  fraction  and the  Defined
     Benefit Plan  Fraction  otherwise  would exceed 1.0 under the terms of this
     Plan.  Under the  adjustment,  an amount  equal to the  product  of (i) the
     excess of the sum of the fractions over 1.0, times (ii) the  denominator of
     this fraction,  will be permanently  subtracted  from the numerator of this
     fraction. The adjustment is calculated using the fractions as they would be
     computed  under this  Section  6.2(h) as of the end of the last  Limitation
     Year beginning  before January 1, 1987, and disregarding any changes in the
     terms and  conditions  of the Plan made  after May 6,  1986,  but using the
     Section 415 limitations  applicable to the first  Limitation Year beginning
     on or after January 1, 1987. The Annual  Addition for any  Limitation  Year
     beginning  before  January 1, 1987,  shall not be  recomputed  to treat all

                                       26
<PAGE>

     Employee  contributions  as Annual  Additions.  The adjustment also will be
     made if at the end of the last Limitation Year beginning  before January 1,
     1984, the sum of the fractions exceeds 1.0 because of accruals or additions
     that were made before the  limitations of this Article VI became  effective
     to any plans of an Employer in existence  on July 1, 1982.  With respect to
     any  Limitation  Year ending after December 31, 1982, the amount taken into
     account under Section 5.2(h)(ii) above with respect to each Participant for
     all  Limitation  Years ending  before  January 1, 1983,  shall be an amount
     equal to the product of (iii) and (iv), where

          (iii) is the amount determined under Section  5.2(h)(ii) [as in effect
          for the Limitation Year ending in 1982] for the Limitation Year ending
          in 1982, multiplied by

          (iv) a fraction, the numerator of which is the lesser of

               (A) $51,875, or

               (B) 1.4,  multiplied  by 25% of the  Annual  Compensation  of the
               Participant  for the  Limitation  Year  ending  in 1981,  and

     the denominator of which is the lesser of

               (A) $41,500 or

               (B) 25% of the Annual  Compensation  of the  Participant  for the
               Limitation Year ending in 1981.

     (i) "Defined Benefit Plan Fraction" means for any Limitation Year:

          (i) the projected Annual Benefit of the Participant  under the defined
          benefit plans maintained by an Employer  determined as of the close of
          the Limitation Year,

     divided by:

          (ii) the lesser of:

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

                                       27
<PAGE>

               (B) the product of 1.4,  multiplied by 100% of the  Participant's
               Average Compensation.

     If the  Employee  was a  Participant  as of  the  first  day  of the  first
     Limitation  Year beginning  after December 31, 1986, in one or more defined
     benefit plans  maintained by an Employer  which were in existence on May 6,
     1986,  the  denominator  of this fraction will not be less than 125% of the
     sum of the  annual  benefits  under such plans  which the  Participant  had
     accrued  as of the  close  of the last  Limitation  Year  beginning  before
     January 1, 1987,  disregarding  any changes in the terms and  conditions of
     the Plan after May 5, 1986.  The  preceding  sentence  applies  only if the
     defined  benefit  plans  individually  and in the  aggregate  satisfied the
     requirements of Section 415 of the Code for all Limitation  Years beginning
     before January 1, 1987.

     (j) "Average  Compensation"  means the average Annual Compensation during a
     Participant's  high  three  years of  service,  which  period  is the three
     consecutive  calendar years (or, the actual number of consecutive  years of
     employment  for  those  Employees  who are  employed  for less  than  three
     consecutive  years with an  Employer)  during  which the  Employee  had the
     greatest  aggregate Annual  Compensation  from the Employer,  including any
     adjustments under Section 415(d) of the Code.

     (k)  "Annual  Benefit"  means a benefit  payable  annually in the form of a
     straight  life annuity (with no ancillary  benefits)  under a plan to which
     Employees do not contribute and under which no Rollover  Contributions  are
     made.

     Sec.  5.3  Excess  Annual  Additions.  In the event  that,  notwithstanding
Section  5.5(a)  hereof,  the  limitations  with  respect  to  Annual  Additions
prescribed  hereunder  are  exceeded  with  respect to any  Participant  for the
Limitation  Year and such Excess Amount arises as a result of the  allocation of
forfeitures,   a  reasonable   error  in  estimating  a   Participant's   Annual
Compensation  [as defined in Section 5.2(f)] for the Year, a reasonable error in
determining the amount of Employee  contributions  and  forfeitures  that may be
allocated to the  Participant's  Individual  Account under the limits of Section
415 of the Code, or as a result of other facts and  circumstances as established
by the Commissioner of the Internal Revenue Service, the Excess Amount shall not
be deemed an Annual Addition in that Limitation  Year, to the extent such Excess
Amount is treated in accordance with any of the following:

                                       28
<PAGE>

     (a)  the  Excess  Amount  attributable  to  the  portion  of  the  Employer
     contribution  made  pursuant to Section 3.1 which has been  allocated  to a
     Participant  under the Plan for a Year but which cannot be allocated to his
     Individual  Account  because of the  limitation  imposed  by this  Section,
     shall,  subject to the  limitations  of Section  5.1(a),  be allocated  and
     reallocated in the current  Limitation  Year to Individual  Accounts of the
     other  Participants  entitled to share in the  Employer  contributions  and
     forfeitures for that Year in accordance with Section 4.3. Any Excess Amount
     that cannot be allocated will be held  unallocated  in a suspense  account.
     All amounts in the suspense  account must be allocated and  reallocated  to
     the  Participants'  Individual  Accounts,  subject  to the  limitations  of
     Section  5.1(a),  in  succeeding   Limitation  Years  before  any  Employer
     contributions  which  constitute  Annual Additions may be made to the Plan;
     and

     (b) in the event of  termination  of the Plan,  the suspense  account shall
     revert to the  Employer to the extent it may not then be  allocated  to any
     Participant's Individual Account.

     Sec. 5.4 Combined Plan Limits for Limitation Years Beginning Prior to April
1, 2000.

     (a) If an Employer maintains,  or has ever maintained,  one or more defined
     benefit plans  covering an Employee who is also a Participant in this Plan,
     the sum of the Defined  Contribution  Plan Fraction and the Defined Benefit
     Plan Fraction, cannot exceed 1.0 for any Limitation Year beginning prior to
     April 1, 2000.  This  Section  5.4 does not apply for any  Limitation  Year
     beginning after March 31, 2000. The Annual Addition for any Limitation Year
     beginning  before  January  1, 1987  shall not be  recomputed  to treat all
     Employee  contributions  as an Annual  Addition.  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 Treasury
     so that  the sum of the  Defined  Benefit  Plan  Fraction  and the  Defined
     Contribution Plan Fraction computed under Section 415(e)(1) of the Code [as
     revised by this  Section  5.4(a)]  does not exceed 1.0 for such  Limitation
     Year.

                                       29
<PAGE>

     (b) For purposes of this Section 5.4,  Employee  contributions to a defined
     benefit  plan are  treated  as a separate  defined  contribution  plan.  In
     addition,  any contributions  paid or accrued after December 31, 1985 which
     are attributable to medical benefits allocated under a welfare benefit fund
     [as  defined in  Section  419(e) of the Code]  during  Years  ending  after
     December 31, 1985 to a separate account established for any post-retirement
     medical benefits provided with respect to a Participant,  who, at any time,
     during the Year or any preceding  Year, is or was a Key Employee,  shall be
     treated as Annual Additions to a defined  contribution plan.  Further,  all
     defined  contribution plans of an Employer are to be treated as one defined
     contribution  plan and all defined  benefit  plans of an Employer are to be
     treated as one defined  benefit  plan,  whether or not such plans have been
     terminated.

     (c) If the sum of the Defined  Contribution  Plan  Fraction and the Defined
     Benefit Plan Fraction  exceeds 1.0 for any Limitation  Year beginning prior
     to  April 1,  2000,  the sum of the  fractions  will be  reduced  to 1.0 as
     follows:

          (i)  voluntary   nondeductible   Employee   contributions  made  by  a
          Participant  to the defined  benefit plan which  constitute  an Annual
          Addition  to a defined  contribution  plan,  to the extent  they would
          reduce  the sum of the  fractions  to 1.0,  will  be  returned  to the
          Participant;

          (ii)  if  additional  reductions  are  required  for  the  sum  of the
          fractions to equal 1.0, voluntary nondeductible Employee contributions
          made by a Participant to this Plan which constitute an Annual Addition
          to this Plan, to the extent they would reduce the sum of the fractions
          to 1.0, will be returned to the Participant;

          (iii)  if  additional  reductions  are  required  for  the  sum of the
          fractions to equal 1.0, the Annual Benefit of a Participant  under the
          defined benefit plan will be reduced (but not below zero and not below
          the amount of the Participant's accrued benefit to date) to the extent
          necessary  to prevent  the sum of the  fractions,  computed  as of the
          close of the Limitation Year from exceeding 1.0; and

                                       30
<PAGE>

          (iv)  if  additional  reductions  are  required  for  the  sum  of the
          fractions to equal 1.0, the reductions will then be made to the Annual
          Additions of this Plan.

     Sec. 5.5 Special Rules.


     (a)  Notwithstanding  any other  provision  of this Article VI, an Employer
     shall not  contribute  any amount  that would  cause an  allocation  to the
     suspense account as of the date the contribution is allocated. In the event
     the making of any Employer contribution, or other contribution, or any part
     thereof,  would result in the limitations set forth in this Article V being
     exceeded,  the Administrator shall cause such contributions not to be made.
     If the  contribution  is made  prior  to the  date as of  which it is to be
     allocated,  then such  contribution  shall not exceed an amount  that would
     cause an allocation to the suspense account if the date of the contribution
     were an Allocation Date. The Administrator  shall cause the Recordkeeper to
     maintain  records  which reflect the  contributions  to be allocated to the
     Individual Account of each Participant in any Limitation Year. In the event
     that it is  determined  prior to or  within  any  Limitation  Year that the
     foregoing limitations would be exceeded if the full amount of contributions
     otherwise  allocable would be allocated,  the Annual Additions to this Plan
     for the remainder of the Limitation  Year shall be adjusted by reducing any
     Employer  contributions,  but only to the extent  necessary  to satisfy the
     limitations.

     (b) If the Annual  Additions  with respect to the  Participant  under other
     Related Plans and welfare plans  described in Section  5.1(b)(ii) and (iii)
     are less than the Maximum Permissible Amount and the Employer  contribution
     that  otherwise  would be  contributed  or allocated  to the  Participant's
     Individual Account under this Plan would cause the Annual Additions for the
     Limitation  Year to exceed the  limitation  of Section  5.1(b),  the amount
     contributed or allocated will be reduced so that the Annual Additions under
     all such plans for the Limitation  Year will equal the Maximum  Permissible
     Amount.  If the Annual Additions with respect to the Participant  under the
     Related Plans and welfare plans  described in Section  5.1(b)(ii) and (iii)
     in the  aggregate  are equal to or  greater  than the  Maximum  Permissible
     Amount,  no amount will be  contributed  or allocated to the  Participant's
     Individual  Account  under  this Plan for the  Limitation  Year  unless the
     Annual  Additions with respect to the  Participant  under the Related Plans
     are sufficiently  reduced.  If a Participant's  Annual Additions under this

                                       31
<PAGE>

     Plan and all Related Plans result in an Excess  Amount,  such Excess Amount
     shall be deemed to consist  of the  amounts  last  allocated,  except  that
     Annual  Additions  attributable  to a welfare  plan  described  in  Section
     5.1(b)(ii) and (iii) will be deemed to have been allocated first regardless
     of the actual allocation date.

     (c) If an Excess  Amount was  allocated to a  Participant  on an allocation
     date of a Related Plan,  the Excess Amount  attributed to this Plan will be
     the product of:

          (i) the total Excess Amount  allocated as of such date  [including any
          amount  which would have been  allocated  but for the  limitations  of
          Section 5.1(b)],

     multiplied by:

          (ii) the ratio of:

               (A) the amount allocated to the Participant as of such date under
               this Plan,

     divided by:

               (B) the total  amount  allocated  as of such date under this Plan
               and all  Related  Plans  [determined  without  regard to  Section
               5.1(b)].

     (d)  Prior  to  the  determination  of  the  Participant's   actual  Annual
     Compensation for a Limitation Year, the Maximum  Permissible  Amount may be
     determined on the basis of the Participant's  estimated Annual Compensation
     for such  Limitation  Year.  Such estimated  Annual  Compensation  shall be
     determined on a reasonable basis and shall be uniformly  determined for all
     Participants  similarly  situated.  Any Employer  contributions  (including
     allocation of forfeitures) based on estimated Annual  Compensation shall be
     reduced by any Excess Amounts carried over from prior Years.

     (e) As soon as is administratively feasible after the end of the Limitation
     Year,  the Maximum  Permissible  Amount for such  Limitation  Year shall be
     determined on the basis of the Participant's actual Annual Compensation for
     such Limitation Year.


                                       32
<PAGE>

                                   ARTICLE VI

                               INDIVIDUAL ACCOUNTS
                               -------------------

     Sec. 6.1 Participant Interest in Individual Accounts.  Each Participant and
Former  Participant  shall have such right,  title or interest in the balance of
his  Individual  Account  as  hereinafter   provided.  In  no  event  shall  his
nonforfeitable  interest  exceed  the  amount to the  credit  of his  Individual
Account as the same may be adjusted from time to time.

     Sec.  6.2  Annual  Statement  to  Participant.   At  least  annually,   the
Administrator shall advise each Participant,  Former Participant and Beneficiary
for whom an Individual  Account is held  hereunder of the then fair market value
of such Individual Account.


                                  ARTICLE VII

                                   RETIREMENT
                                   ----------

     Sec. 7.1 Normal Retirement. A Participant may retire from the employ of his
Employer and all Affiliated  Companies on or after his Normal Retirement Date. A
Participant's  Individual  Account  shall  become  nonforfeitable  on his Normal
Retirement Date.

     Sec. 7.2 Early Retirement.  A Participant may retire from the employ of his
Employer and all Affiliated Companies on or after his Early Retirement Date.

     Sec. 7.3 Other Retirement.  A Participant's retirement will commence on the
Anniversary  Date coinciding  with or next following the date the  Participant's
employment  with his  Employer and all  Affiliated  Companies  terminates  if he
retires  under the  provisions  of any other  qualified  retirement  plan of his
Employer.

     Sec. 7.4 Benefits on Retirement.  Upon the retirement of a Participant from
the  employment  of his  Employer and all  Affiliated  Companies on or after his
Normal  Retirement  Date or his Early  Retirement  Date,  his entire  Individual
Account shall be held for his benefit.  Said  Participant  shall receive payment
from his Individual  Account in a single lump sum in accordance  with Article XI
hereof as soon as administratively  practicable after his Individual Account has
been  credited and  adjusted  (as provided in Article IV) as of the  Anniversary
Date concurrent with or next following his retirement.  For  Participants in the

                                       33
<PAGE>

Plan as of March 31, 1994, the  Administrator  shall direct the Trustee to begin
distribution  prior to the  time set  forth  in the  preceding  sentence  if the
Participant directs the Administrator in writing.

     Sec. 7.5 Commencement of Benefits.  Notwithstanding  any other provision of
this Plan to the  contrary,  a  Participant  or Former  Participant  shall begin
receiving  distributions  from the  Plan,  as  provided  in  Article  XI, by his
Required Beginning Date as defined in Section 11.4(h)(ii).

     Sec.  7.6  Final  Contribution   After  Distribution  of  Benefits.   If  a
Participant who has already  received a distribution  of his Individual  Account
under this  Article is entitled  to an  allocation  of an Employer  contribution
under  Section  4.3 for the Year in  which  such  distribution  was  made,  such
contribution  shall  be paid  to the  Participant  as  soon as  administratively
practicable  following the  completion of the  allocations  under Article IV for
such Year.


                                  ARTICLE VIII

                                      DEATH
                                      -----

     Sec. 8.1 Benefits on Death. Upon the death of a Participant who is employed
by an Employer or an Affiliated Company,  his entire Individual Account shall be
held for the benefit of his Beneficiary.  Upon the death of a Participant  whose
employment with his Employer and all Affiliated  Companies has  terminated,  his
nonforfeitable  interest  (determined  under  Section  10.2)  in his  Individual
Account which has not been  distributed  at the time of his death under Articles
VII-X shall be held for the benefit of his  Beneficiary.  His Beneficiary  shall
receive  payment from his Individual  Account in a single lump sum in accordance
with  Article  XI  hereof  as soon as  administratively  practicable  after  the
allocations have been completed and his Individual Account has been credited and
adjusted (as provided in Article IV) as of the Anniversary  Date concurrent with
or next  following  the  date on  which  the  Participant's  death  occurs.  The
Administrator  shall direct the Trustee to begin  distribution prior to the time
set forth in the preceding sentence if the Beneficiary directs the Administrator
in writing.

     Sec. 8.2 Final  Contribution  After Payment of Benefits.  If the Individual
Account of a deceased  Participant  whose  Beneficiary  has  already  received a
distribution  of the  Participant's  Individual  Account  under this  Article is

                                       34
<PAGE>

entitled to an allocation of an Employer  contribution under Section 4.3 for the
Year in which such distribution was made, such contribution shall be paid to the
Beneficiary as soon as administratively  practicable following the completion of
the allocations under Article IV for such Year.


                                   ARTICLE IX

                                   DISABILITY
                                   ----------

     Sec.  9.1  Benefits  on  Disability.  In  the  event  of  termination  of a
Participant's  employment with his Employer and all Affiliated  Companies due to
Disability,  his entire Individual Account shall be held for his benefit. If the
balance of the Participant's  Individual Account exceeds $3,500, the Participant
shall  receive  payment  from his  Individual  Account  in a single  lump sum in
accordance with Article XI hereof as soon as administratively  practicable after
the allocations have been completed and his Individual Account has been credited
and adjusted (as provided in Article IV) as of the  Anniversary  Date concurrent
with or next  following  the date his Normal  Retirement  Date or earlier  death
occurs.  The Administrator  shall direct the Trustee to begin distribution prior
to the time set forth in the preceding  sentence if the Participant  directs the
Administrator in writing. If the balance of the Participant's Individual Account
does not exceed $3,500,  the Participant's  entire  Individual  Account shall be
distributed to him in a single lump sum as soon as administratively  practicable
after the  allocations  have been completed and his Individual  Account has been
credited and adjusted (as provided in Article IV) as of the Anniversary  Date of
the Year in which the date of his Disability  occurs.  The  Administrator  shall
direct  the  Trustee  to begin  distribution  prior to the time set forth in the
preceding  sentence if the  Participant  directs the  Administrator  in writing.
Effective   April  1,  2002,  the  dollar  amount  in  this  Section  9.1  shall
automatically be adjusted to $5,000.

     Sec. 9.2 Final Contribution After Payment of Benefits. If a Participant who
has already received a distribution of his Individual Account under this Article
is entitled to an allocation of an Employer  contribution  under Section 4.3 for
the Year in which the distribution was made, such contribution  shall be paid to
the Participant as soon as administratively practicable following the completion
of the allocations under Article IV for such Year.

                                       35
<PAGE>

                                   ARTICLE X

                              TERMINATION BENEFITS
                              --------------------

     Sec.  10.1  Termination  of  Employment  Other  than by  Reason  of  Death,
Disability or Retirement.  If the employment of a Participant  with his Employer
and all Affiliated  Companies  terminates  for any reason other than  retirement
(whether  normal or  early),  death or  Disability,  such  Participant  shall be
entitled to such  benefits as are  hereinafter  provided in Section  10.2 at the
time specified in Section 10.3.

     Sec. 10.2 Vested Interest.  A Participant to whom the provisions of Section
10.2 are  applicable  shall be  entitled  (as a vested  interest)  to  receive a
percentage  of  the  then  balance  to his  credit  in  his  Individual  Account
determined in accordance with the following schedule:

           Years of Service (Vesting)                Vested Interest
           --------------------------                ---------------

                  Less than 5                               0%
                  5 or more                               100%

     Sec. 10.3 Time of Distribution. If the employment of a Participant with his
Employer  and all  Affiliated  Companies  terminates  for any reason  other than
retirement (whether normal or early), death or Disability,  and the value of the
vested portion of his Individual Account exceeds $3,500,  then the Administrator
shall direct the Trustee, with such Participant's written consent, to distribute
to such  Participant  the  portion  of his  Individual  Account  to  which he is
entitled  under Section 10.2 in a single lump sum in accordance  with Article XI
hereof as soon as administratively  practicable after his Individual Account has
been  credited and adjusted (as provided in Article IV) as of the earlier of (i)
the Anniversary  Date  immediately  following the date the Participant  incurs a
One-Year Break in Service following his termination of employment,  provided the
written  consent of the  Participant  to such  distribution  is  received by the
Administrator  not later than 60 days after such  Anniversary  Date, or (ii) the
Anniversary  Date  following  the date on which his  Normal  Retirement  Date or
earlier death occurs,  but not later than the time specified in Section 11.4. If
the  Participant  does not elect to receive  the  distribution  when he is first
eligible under the preceding sentence,  he may elect to receive the distribution
of his  Individual  Account  in a single  lump  sum as soon as  administratively
practicable  after his  Individual  Account has been  credited  and adjusted (as
provided in Article IV) as of any subsequent Anniversary Date if he has provided
written consent to such distribution to the Administrator not later than 60 days

                                       36
<PAGE>

after such Anniversary  Date. If, however,  the vested balance of the terminated
Participant's  Individual  Account does not exceed $3,500, the vested balance of
the  Participant's  Individual  Account shall be  distributed to him in a single
lump sum as soon as administratively practicable after the allocations have been
completed and his Individual Account has been credited and adjusted (as provided
in Article IV) as of the  Anniversary  Date of the Year in which the Participant
incurs a One-Year Break in Service.  Effective  April 1, 2002, the dollar amount
in this Section 10.3 shall automatically be adjusted to $5,000.

     The balance to the credit of a  terminated  Participant  in his  Individual
Account  which  is not  vested  under  the  schedule  in  Section  10.2,  if not
previously  forfeited,  shall be forfeited as of the earlier of (i) the date his
entire vested  Individual  Account balance has been distributed under Article XI
or (ii) the last day of the Year in which such  Participant  incurs a  Five-Year
Break in  Service.  If the  Participant  is not  entitled  to any portion of his
Individual  Account  under  Section  10.2, he shall be deemed to have received a
distribution and shall forfeit the balance of his Individual Account on the date
of his incurring a One-Year  Break in Service.  The forfeited  amount under this
Section  10.3 shall remain in the Trust Fund and shall be applied as provided in
Section 10.5.  If a Former  Participant  is reemployed by an Affiliated  Company
without  incurring a Five-Year  Break in Service,  the portion of his Individual
Account  which was  forfeited  hereunder  shall be  restored  to his  Individual
Account in full. If currently unallocated forfeitures are not adequate to effect
the  restoration,  the  Company  or any  Employer  shall  make  such  additional
contribution to the Plan as is necessary to restore the forfeited portion of his
Individual Account.

     Sec.  10.4   Forfeiture   and  Return  to  Employment   Prior  to  Complete
Distribution.  After a Five-Year  Break in Service,  a Participant  to whom this
Article X is  applicable,  other than a  Participant  described in Section 10.3,
shall forfeit that portion of the amount of his  Individual  Account to which he
is not entitled under Section 10.2 and the amount thus forfeited shall remain in
the Trust Fund and shall be  applied as  provided  in Section  10.5.  The amount
forfeited by a Participant  hereunder shall be charged to his Individual Account
on the Anniversary Date as of which he shall incur a Five-Year Break in Service.
If the  Participant  returns to the employment of the Employer after a Five-Year
Break in  Service,  but  before  the full  payment  of his  Individual  Account,
allocations  of Employer  contributions  under Section 4.3 after such  Five-Year

                                       37
<PAGE>

Break in Service shall be allocated to a Parent  Company Stock Account and Other
Investments  Account established on behalf of such Participant which is separate
from the  Individual  Account  of such  Participant  to which is  allocated  his
account balance attributable to service prior to the Five-Year Break in Service.

     Sec. 10.5 Application of Forfeitures. The forfeitures occurring as provided
in  Articles  X and XI shall  first be used to restore  the  account of a Former
Participant  who has been located  during that Year as provided in Section 11.9.
If additional  forfeitures  remain after full  restorations  under Section 11.9,
then  remaining  forfeitures  shall  be  used  to  restore  accounts  of  Former
Participants  who are entitled to restorations for that Year under Section 10.3.
If  additional  forfeitures  remain  for a Year  after  application  of the  two
preceding  sentences,  the  remaining  forfeitures  may  be  used  to  (i)  make
corrective  allocations  and reduce  corrective  contributions  on behalf of any
Participant  or Former  Participant  for that Year, if any,  pursuant to Section
15.11  and (ii) pay  expenses  of the  Plan as  provided  in  Section  15.8.  If
additional forfeitures remain thereafter,  the forfeitures shall be allocated as
provided  in Section  4.3(c)(ii)  among the  appropriate  Parent  Company  Stock
Accounts and Other  Investments  Accounts on the Anniversary Date of the Year in
which the forfeiture occurs.


                                   ARTICLE XI

                          DISTRIBUTIONS AND WITHDRAWALS
                          -----------------------------

     Sec. 11.1 Form of Payment. Except as provided in Section 11.4(d),  whenever
a Participant,  Former  Participant or Beneficiary is entitled to or required to
receive  benefits  hereunder  as provided in Articles VII to X,  inclusive,  the
Administrator  shall  direct  the  Trustee to pay such  benefits  in a lump sum,
provided  that a life  annuity  may  not be a part of a lump  sum  distribution.
Distribution of the amounts from a Participant's Individual Account will be made
entirely in whole shares of Parent Company Stock and the value of any fractional
share will be paid in cash. The distribution  which a Participant is entitled to
receive from his Parent  Company  Stock  Account shall be equal to the number of
shares of Parent  Company Stock  credited to his Parent Company Stock Account as
of the immediately  preceding  Allocation Date plus any stock dividends to which
he is  entitled  under  Section  4.3(g).  Any  balance of his Other  Investments
Account as of the immediately  preceding  Allocation  Date, plus cash or in-kind
dividends to which the Participant is entitled under Section 4.3(g) will be used

                                       38
<PAGE>

to purchase for distribution to him the maximum number of whole shares of Parent
Company Stock at the fair market value per share as of the date of purchase, and
any unexpended balance will be distributed to him in cash.

     Sec.  11.2  Consent  to   Distribution.   If  the  vested  balance  of  the
Participant's or Former Participant's  Individual Account exceeds $3,500 and any
part of the Individual Account could be distributed to the Participant or Former
Participant before the Participant or Former Participant  attains (or would have
attained if not deceased) his Normal  Retirement Date, the Participant or Former
Participant  must  consent  in writing to any  distribution  of such  Individual
Account.  The consent of the Participant or Former  Participant must be obtained
within the 90-day period prior to the date benefit payments are to commence. The
Administrator shall notify the Participant or Former Participant of the right to
defer any  distribution  until his Normal  Retirement Date. Such Notice shall be
provided no less than 30 days and no more than 90 days before benefit payment is
to commence and shall include a general  description  of the material  features,
and an  explanation  of the  relative  values of, the form of benefit  available
under  Section 11.1 in a manner that would  satisfy the notice  requirements  of
Section  417(a)(3) of the Code and a description of his direct  rollover  rights
under  Section  11.11.  If the vested  balance of the  Participant's  Individual
Account  does  not  exceed  $3,500,  the  Participant,  Former  Participant,  or
Beneficiary  does  not  have a right to delay  the  distribution,  but  shall be
provided with a notice of his direct rollover  rights under Section 11.11.  Such
distribution  may  commence  less than 30 days after the Notice  required  under
Treas.  Reg.  ss.1.411(a)-11(c)  is given,  provided that (i) the  Administrator
clearly  informs the Participant or Former  Participant  that the Participant or
Former  Participant  has a right to a period of at least 30 days after receiving
the Notice to consider  the  decision of whether or not to elect a  distribution
(and, if applicable,  a particular distribution option) and (ii) the Participant
or Former  Participant,  after  receiving  the  Notice,  affirmatively  elects a
distribution in writing to the Administrator.  The consent of the Participant or
Former Participant is not required to the extent that a distribution is required
to satisfy either Section 401(a)(9) or Section 415 of the Code.  Effective April
1, 2002, the dollar amount in this Section 11.2 shall  automatically be adjusted
to $5,000.

     Sec. 11.3 Minority or  Disability  of  Distributee.  During the minority or
disability of a person entitled to receive benefits hereunder, the Administrator
may, in its sole discretion, direct payment by the Trustee of all or any portion

                                       39
<PAGE>

of such benefits due such person  directly to him or to his spouse or a relative
or to any  individual or institution  having custody of such person.  Neither an
Employer, the Committee, the Administrator,  the Named Fiduciary nor the Trustee
shall be  required  to see to the  application  of any  payments so made and the
receipt of the payee  (including the  endorsement of a check or checks) shall be
conclusive as to all interested parties.  Any payment made pursuant to the power
herein conferred on the Administrator  shall operate as a complete  discharge of
all  obligations  of the  Administrator  and the  Trustee,  to the extent of the
distributions so made.

     Sec. 11.4 Additional  Requirements  Relating to Benefit  Payments and Death
Distributions.  Notwithstanding  any other provisions of the Plan, the following
provisions shall be applicable to the Plan effective January 1, 1997:

     (a) Payment of  benefits  shall  begin,  unless the  Participant  otherwise
     elects, not later than the 60th day after the last day of the Year in which
     the latest of the following events occurs:

          (i)  the  Participant  reaches  the  earlier  of age 65 or his  Normal
          Retirement Date;

          (ii)  the  tenth  anniversary  of the date on  which  the  Participant
          commenced  participation  in the Plan  occurs,  but not later than the
          April 1 of the calendar year  following the calendar year in which the
          Participant  attains age 70 1/2 if such  Participant is a Five-Percent
          Owner;

          (iii) the date the Participant's  employment with his Employer and all
          Affiliated Companies terminates,  but in no event later than the April
          1 of the  calendar  year  following  the  calendar  year in which  the
          Participant  attains age 70 1/2 if such  Participant is a Five-Percent
          Owner.

     If a Participant is entitled to receive a distribution  of all or a portion
     of his  Individual  Account  pursuant to Article VII, VIII, IX or X, he may
     elect to defer the date of distribution of that amount,  but not beyond his
     Required  Beginning Date. Once  distributions  have begun to a Five Percent
     Owner  after  his  Required  Beginning  Date,  they  must  continue  to  be
     distributed, even if the Participant ceases to be a Five Percent Owner in a
     subsequent Year. If the Participant fails to consent to a distribution at a

                                       40
<PAGE>

     time  when any  part of the  balance  of the  Individual  Account  could be
     distributed prior to the Participant's Normal Retirement Date, such failure
     shall be deemed to be an election to defer  commencement  of payment of any
     benefit  under this  Section  11.4(a);  provided  that in no event shall he
     receive payment of the vested portion of his Individual  Account later than
     his Required Beginning Date.

     (b) All  distributions  required  under this Article XI shall be determined
     and made in accordance with Section  401(a)(9) of the Code and the Treasury
     regulations  thereunder,  including  the  minimum  distribution  incidental
     benefit requirements of Prop. Treas. Reg. ss.1.401(a)(9)-2.

     (c) An election of a Participant to defer receipt of benefits shall be made
     by  submitting  to the  Administrator  a  written  statement  signed by the
     Participant  describing the benefits and the date on which the  Participant
     requests that the payments commence;  provided,  however, a Participant may
     not elect to defer receipt or  commencement  of receipt of benefits  beyond
     his Required Beginning Date.

     (d) If a Participant  dies before the distribution of benefits to him under
     Section 11.1,  distribution  to his  Beneficiary  of his entire  Individual
     Account must be completed  by December 31 of the calendar  year  containing
     the fifth anniversary of the death of such  Participant.  The provisions of
     this Section  11.4(d)  shall not apply to the portion of the  Participant's
     Individual Account which is payable:

          (i) to a Designated Beneficiary other than the Participant's surviving
          spouse  under  Section  11.1 on or before  December 31 of the calendar
          year immediately  following the calendar year in which the Participant
          died; or

          (ii)  under  Section  11.1  to a  Designated  Beneficiary  who  is the
          surviving  spouse of the  Participant at least by the later of (A) the
          December 31 of the calendar  year  immediately  following the calendar
          year in which  the  Participant  died and (B) the  December  31 of the
          calendar year in which the Participant would have attained age 70 1/2.

     If the  Participant  has no  Designated  Beneficiary,  distribution  of the
     Participant's entire Individual Account must be completed by December 31 of
     the calendar year  containing the fifth  anniversary  of the  Participant's
     death.

                                       41
<PAGE>

     (e) If a portion of the Participant's  Individual Account is payable to the
     Participant's surviving spouse and such spouse dies before distributions to
     such spouse  begin,  the spouse shall be treated as the  Participant  under
     Section  11.4(e) with the exception of the  provisions  of subsection  (ii)
     thereof.

     (f) Any portion of a Participant's Individual Account paid to a child shall
     be treated as if such portion has been paid to the Participant's  surviving
     spouse if such portion will become  payable to the surviving  spouse on the
     date the child reaches  majority (or other designated event permitted under
     regulations prescribed by the Secretary of the Treasury).

     (g)  Distribution  of a Participant's  Individual  Account is considered to
     begin on the Participant's  Required  Beginning Date or, if Section 11.4(e)
     is applicable,  the date distribution is required to begin to the surviving
     spouse pursuant to Section 11.4(d)(ii).

     (h) For purposes of this Section 11.4,  the following  terms shall have the
     meanings set forth below:

          (i) "Designated Beneficiary" means the individual who is designated as
          the Beneficiary under the Plan in accordance with Section 401(a)(9) of
          the Code and the Treasury regulations thereunder.

          (ii)  "Required  Beginning  Date" of a  Participant  means,  effective
          January 1, 1997, the date determined as follows:

               (A) If the  Participant is not a  Five-Percent  Owner and has not
               attained  age 70  1/2  prior  to  April  1,  2002,  his  Required
               Beginning  Date is the April 1 of the calendar year following the
               later of (1) the calendar year in which the  Participant  attains
               age 70 1/2 or (2) the  calendar  year in  which  the  Participant
               retires; or

               (B)  If  the  Participant  is a  Five-Percent  Owner,  or if  the
               Participant  has attained age 70 1/2 prior to April 1, 2002,  his
               Required  Beginning  Date  is the  April 1 of the  calendar  year
               following the calendar year in which the Participant  attains age
               70 1/2 even if he has not retired.

                                       42
<PAGE>

          (iii)  "Five-Percent  Owner" means a Participant who is a five-percent
          owner of the Company within the meaning of Section  416(i)(1)(B)(i) of
          the Code  (determined  in accordance  with Section 416 of the Code but
          without  regard to whether  the Plan is top heavy) at any time  during
          the Year ending with or within the  calendar  year in which such owner
          attains age 70 1/2 or any subsequent Year.

     Sec. 11.5 Withdrawals.  Except as provided in this Section,  no amounts may
be  withdrawn  by  a  Participant   from  his   Individual   Account  until  the
Participant's  employment  with his Employer and all  Affiliated  Companies  has
terminated.  In the  event  of  financial  hardship,  a  Participant  or  Former
Participant may, with the consent of the Administrator, withdraw such portion of
his Individual Account as the Administrator may approve; provided, however, that
no amount in excess of the  vested  portion  of his  Individual  Account  may be
withdrawn from such  Individual  Account.  A request for  withdrawal  under this
Section 11.5 shall be made in writing to the Administrator,  and shall set forth
the particular circumstances  constituting the financial hardship and the amount
requested  to be  withdrawn.  The term  "financial  hardship"  shall  mean acute
financial  necessity  resulting  from illness or death of members of the family,
education  of  children  and  casualty  losses  not  covered by  insurance.  The
determination by the Administrator as to the existence of financial hardship and
the amount  permitted to be withdrawn shall be conclusive but shall be made on a
consistent and nondiscriminatory basis. All amounts not actually withdrawn shall
remain  credited  to  the  Individual  Account  of  the  Participant  or  Former
Participant. For the purposes of allocating appreciation,  depreciation, income,
expense,  gain and loss of the Trust Fund, any  withdrawals  shall be subtracted
from the Individual Account balance as of the beginning of the Year in which the
withdrawal is made.

     Sec. 11.6 Claims Procedure. The Administrator shall make all determinations
as to the right of any person to receive a benefit. Unless the Administrator has
established other procedures which are consistent with regulations issued by the
Department of Labor and  communicated  such procedures to the  Participant,  the
procedures of this Section 11.6 shall apply. The denial by the  Administrator of
a claim  for  benefits  under the Plan  shall be stated in a written  instrument
signed by the Administrator and delivered to or mailed to the claimant within 60
days  after  receipt  of  the  claim  by  the   Administrator,   unless  special

                                       43
<PAGE>

circumstances  require an extension of time for processing  the claim,  in which
case a  determination  shall be made as soon as possible,  but in no event later
than 120 days after receipt of the claim.  Written notice of the extension shall
be furnished  to the claimant  prior to the  termination  of the initial  60-day
period and shall indicate the circumstances requiring the extension and the date
by which the Administrator expects to render its decision.  The written decision
shall set forth:

     (a) the specific reason or reasons for the denial;

     (b) a specific  reference to the pertinent  provisions of the Plan on which
     the denial is based;

     (c) a description of any additional  material or information  necessary for
     the claimant to perfect a claim and an  explanation of why such material or
     information is necessary; and

     (d) a statement that the claimant may:

          (i) request a review on written application to the Administrator;

          (ii) review pertinent plan documents; and

          (iii) submit issues and comments in writing.

     If  notice of the  denial is not  furnished  in  accordance  with the above
     procedure,  the claim  shall be deemed  denied  and the  claimant  shall be
     permitted to proceed with the review  procedure.  A request by the claimant
     for a review of the denied  claim must be  delivered  to the  Administrator
     within 60 days after  receipt by such claimant of written  notification  of
     the denial of such claim. The  Administrator  shall, not later than 60 days
     after receipt of a request for a review,  make a  determination  concerning
     the claim. If special circumstances require, the Administrator shall notify
     the claimant that an extension of time for processing, not in excess of 120
     days after  receipt of the  request  for review,  is  necessary.  A written
     statement  stating the  decision on review,  the  specific  reasons for the
     decision,  and the specific provisions of the Plan on which the decision is
     based shall be mailed or delivered to the claimant  within such 60 (or 120)
     day  period.  If the  decision  on  review  is  not  furnished  within  the
     appropriate  time,  the  claim  shall  be  deemed  denied  on  review.  All
     communications from the Administrator to the claimant shall be written in a
     manner  calculated to be understood by the claimant.  All  interpretations,

                                       44
<PAGE>

     determinations  and decisions by the Administrator in respect of any matter
     hereunder will be final,  conclusive,  and binding upon the Company and all
     Employers,  Participants, Former Participants,  Beneficiaries and all other
     persons claiming an interest in the Plan.

     Sec. 11.7  Administrator's  Duty to Trustee.  The Administrator will notify
the  Trustee  at the  appropriate  time  of all  facts  which  may be  necessary
hereunder  for the proper  allocation  of increases,  decreases,  expenses,  and
contributions for Participants,  the proper payment or distribution of benefits,
or the proper  performance  of any other act required of the Trustee  hereunder.
The  Administrator  will  notify the  Trustee of such facts as are needed by the
Trustee to perform its  functions  under the Plan and the Trust  Agreement.  The
Administrator will secure appropriate  elections,  directions,  and designations
for  Participants,  Former  Participants and  Beneficiaries  provided for in the
Plan.

     Sec.  11.8 Duty to Keep  Administrator  Informed of  Distributee's  Current
Address. Each Participant, Former Participant and Beneficiary must file with the
Administrator  from time to time in writing his mailing  address and each change
of mailing  address.  Any  communication,  statement  or Notice  addressed  to a
Participant, Former Participant or Beneficiary at his last mailing address filed
with the Administrator or if no address is filed with the Administrator  then at
his last mailing address as shown on an Employer's  records,  will be binding on
the Participant or Former Participant,  and his Beneficiaries,  for all purposes
of the Plan.  Neither the  Administrator  nor the  Trustee  shall be required to
search for or locate a Participant, Former Participant or Beneficiary.

     Sec.  11.9 Failure to Claim  Benefits.  If the  Administrator  notifies the
Participant,  Former  Participant or Beneficiary by registered or certified mail
at his  last  known  address  that he is  entitled  to a  distribution  and also
notifies him of the provisions of this Section 11.9, and the Participant, Former
Participant  or  Beneficiary  fails to claim his benefits under the Plan or make
his current  address known to the  Administrator  within a reasonable  period of
time after such  notification,  the  Administrator  shall direct that all unpaid
amounts which would have been payable to such Participant, Former Participant or
Beneficiary  will be forfeited  and applied as provided in Section  10.5. In the
event that the  Participant,  Former  Participant or Beneficiary is subsequently
located,  the  Participant's  Parent  Company Stock Account will be restored and
credited  with the number of whole shares of Parent  Company  Stock and cash for
any  fractional  share that have an  aggregate  fair  market  value equal to the

                                       45
<PAGE>

aggregate  value of his  Individual  Account  as of the date  that  account  was
forfeited.  The shares of Parent  Company  Stock and cash credited to his Parent
Company  Stock  Account  shall  be  distributed  to  the   Participant,   Former
Participant or Beneficiary,  and the Employer shall  contribute an amount to the
Plan which is equal to the amount  distributed  under the terms of this  Section
11.9 to the extent that such amount  cannot be  reinstated  through  forfeitures
occurring during the Year of payment.  Notwithstanding the preceding  sentences,
if the  Administrator is trying to locate a Participant,  Former  Participant or
Beneficiary in connection  with a minimum  required  distribution  under Section
11.4, and the Administrator determines that such Participant, Former Participant
or Beneficiary  cannot be located,  the Administrator  shall establish an escrow
account outside of the Plan in the name of that Participant,  Former Participant
or Beneficiary and direct the Trustee to distribute such amount to that account.

     Sec. 11.10  Distribution  Pursuant to Qualified  Domestic Relations Orders.
The Administrator shall establish policies and procedures for reviewing domestic
relations orders relating to a Participant's or Former Participant's interest in
the Plan. The  Administrator  or its delegate shall  determine  whether any such
domestic   relations   order   is  a   Qualified   Domestic   Relations   Order.
Notwithstanding  any  other  provision  of  the  Plan  to the  contrary,  if the
provisions of a Qualified  Domestic  Relations Order provide that  distributions
shall be made to an Alternate Payee prior to the time that the Participant  with
respect to whom the  Alternate  Payee's  benefits  are  derived is entitled to a
distribution  under the Plan,  the  Administrator  shall  direct the  Trustee to
commence payments to the Alternate Payee as soon as administratively practicable
following  the later of (i) the date the  Participant  attains  (or  would  have
attained) the Earliest  Retirement Age (as defined below) or (ii) the receipt of
such Qualified Domestic Relations Order by the Administrator. Until such time as
payment is made to an  Alternate  Payee  pursuant  to this  Section  11.10,  the
Administrator  shall direct the  Recordkeeper to identify the Alternate  Payee's
interest in the Trust Fund and the  Alternate  Payee shall have no rights  under
the Plan other than the rights of a Beneficiary.  A distribution to an Alternate
Payee who is the former spouse of the Participant or Former Participant shall be
subject to the provisions of Section 11.11.  For purposes of this Section 11.10,
Earliest  Retirement  Age shall  mean the  earlier  of (i) the date on which the
Participant is entitled to a  distribution  under the Plan, or (ii) the later of
(A) the date the  Participant  attains age 50, or (B) the earliest date on which
the Participant could begin receiving  benefits under the Plan if his employment
with his Employer and all Affiliated Companies had terminated.

                                       46
<PAGE>

     Sec.  11.11 Tax  Withholding  and  Participant's  Direct  Rollover.  Unless
provided otherwise in regulations  promulgated by Secretary of the Treasury,  to
the extent  required  under Section 3405 of the Code, if a  Participant,  Former
Participant or Beneficiary  receives a distribution  or withdrawal from the Plan
consisting  of cash or assets  other than Parent  Company  Stock with a combined
value  (excluding  the  value of  Parent  Company  Stock) in excess of $200 (the
"Non-Parent Company Stock Distribution"),  the Trustee shall withhold the lesser
of  (i)  100%  of  the  Non-Parent  Company  Stock  Distribution  made  to  that
Participant,  Former  Participant or Beneficiary or (ii) 20% of the value of the
taxable portion of the entire  distribution or withdrawal made to a Participant,
Former  Participant or Beneficiary  after December 31, 1992 which constitutes an
Eligible Rollover  Distribution (as defined below). Any amount withheld shall be
deposited by the Trustee with the  Internal  Revenue  Service for the purpose of
paying the  distributee's  federal  income  tax  liability  associated  with the
distribution or withdrawal. Notwithstanding the foregoing provisions, commencing
on and after January 1, 1993, each Participant, each Former Participant and each
spouse (or former  spouse) of a  Participant  or Former  Participant  who is the
Alternate Payee under a Qualified  Domestic  Relations  Order (such  individuals
hereinafter  being  referred  to as a "Direct  Rollover  Distributee")  shall be
provided  with a Notice  described  in Section 11.2 and given the right to elect
[pursuant  to  Section  401(a)(31)  of the  Code  and  the  applicable  Treasury
regulations promulgated thereunder] during the period prescribed in Section 11.2
to  rollover  all  or any  portion  of  the  taxable  amount  of  such  person's
distribution  or withdrawal  (subject to limitations and  restrictions,  if any,
adopted by the Administrator in accordance with applicable Treasury regulations)
directly to an Eligible  Retirement Plan (as defined below) and, to the extent a
direct rollover is elected by any Direct Rollover  Distributee,  the withholding
requirements  of this Section 11.11 will not apply.  If permitted by the Code or
applicable Treasury regulations, a direct rollover as described in the preceding
sentence may be  accomplished  by delivering a check from the Plan to the Direct
Rollover  Distributee  payable  to the  trustee  or  custodian  of the  Eligible
Retirement  Plan.  Each such direct  rollover  election shall be in writing on a
form  prescribed  by  the  Administrator  for  such  purpose  and  given  to the
Participant,  Former  Participant  or spouse within a reasonable  period of time
prior to the distribution or withdrawal.

                                       47
<PAGE>

     For purposes of this Section 11.11,  Eligible Retirement Plan shall mean an
individual  retirement  account  described  in  Section  408(a) of the Code,  an
individual  retirement  annuity  described in Section  408(b) of the Code (other
than an endowment contract),  an annuity plan described in Section 403(a) of the
Code, and a qualified trust described in Sections 401(a) and 501(a) of the Code,
that will accept an Eligible Rollover Distribution;  provided,  however, that in
the case of an  Eligible  Rollover  Distribution  to the  surviving  spouse of a
Participant or Former  Participant,  an Eligible Retirement Plan shall mean only
an  individual  retirement  account or an  individual  retirement  annuity.  For
purposes of this Section 11.11,  Eligible Rollover  Distribution  shall mean any
distribution  of all or a portion  of a  Participant's  or Former  Participant's
Individual  Account to a Direct  Rollover  Distributee;  provided,  however,  an
Eligible  Rollover  Distribution  shall  not mean any  distribution  of all or a
portion of a Participant's or Former  Participant's  Individual Account (i) that
is one of a series of substantially equal periodic payments (not less frequently
than  annually) made for the life (or life  expectancy)  of the Direct  Rollover
Distributee  or the joint  lives  (or joint  life  expectancies)  of the  Direct
Rollover  Distributee  and his  Beneficiary,  (ii) that is paid for a  specified
period of ten years or more,  (iii) that is a part of a series of  distributions
during a calendar  year to the extent that such  distributions  are  expected to
total less than $200 or a total lump sum  distribution  which is less than $200,
as described in Q&A-11 of Treas. Reg. ss.1.401(a)(31)-1, (iv) to the extent such
distribution  is required by under Section  401(a)(9) of the Code as provided in
Section 11.4, or (v) to the extent such  distribution is not includable in gross
income   (determined   without  regard  to  the  exclusion  for  net  annualized
appreciation with respect to employer securities).


                                  ARTICLE XII

                                     NOTICES
                                     -------

     Sec.  12.1  Notice.  As soon as  practicable  after a  Participant,  Former
Participant or Beneficiary makes a request for payment,  the Administrator shall
notify the Trustee of the following  information and give such directions as are
necessary or advisable under the circumstances:

     (a) name and address of the Participant, Former Participant or Beneficiary,
     and

     (b) amount to be distributed.


                                       48
<PAGE>

In  addition  to  the  information   described  above,  for   distributions  and
withdrawals  occurring after December 31, 1992, the  Administrator  shall notify
the Recordkeeper and/or the Trustee, if applicable, as to the identity,  address
and other  pertinent  information of Eligible  Retirement  Plans as described in
Section 11.11 to which the Direct  Rollover  Distributee  (as defined in Section
11.11)has elected to rollover directly such distribution or withdrawal  pursuant
to Section 11.11.

     Sec. 12.2  Modification of Notice.  At any time and from time to time after
giving the Notice as provided for in Section 12.1, the  Administrator may modify
such original  Notice or any  subsequent  Notice by means of a further Notice or
notices to the  Trustee  but any action  taken or  payments  made by the Trustee
pursuant to a prior Notice shall not be affected by a subsequent Notice.

     Sec.  12.3  Reliance on Notice.  Upon  receipt of any Notice as provided in
this Article XII, the  Recordkeeper  and/or the Trustee,  as  applicable,  shall
promptly take whatever action and make whatever payments are called for therein,
it being intended that the Recordkeeper and/or the Trustee,  as applicable,  may
rely on the  information  and  directions in such Notice  absolutely and without
question.  However, the Recordkeeper and/or the Trustee, as applicable, may call
to the attention of the  Administrator  any error or oversight which the Trustee
believes to exist in any Notice.


                                  ARTICLE XIII

                        AMENDMENT OR TERMINATION OF PLAN
                        --------------------------------

     Sec.  13.1  Amendment or  Termination  by Company.  At any time the Company
acting  through its  governing  body may amend or modify the Plan in whole or in
part,  retroactively or otherwise,  or may terminate or partially  terminate the
Plan, or  discontinue or modify  Employer  contributions  to the Plan,  subject,
however,  to the other  provisions of this Article XIII. Such termination may be
made without  consent being  obtained from the Trustee,  the  Recordkeeper,  any
Employer  or  Affiliated  Company,   the  Administrator,   the  Committee,   the
Participants  or their  Beneficiaries,  the  Employees  or any other  interested
person.  Also the Plan shall be  considered  terminated  if the  Company  ceases
business  operations  or if  there  is a  complete  discontinuance  of  Employer
contributions to the Plan.

     Sec. 13.2 Effect of Amendment.  No amendment or modification  hereof by the
Company,  unless  made to secure the  approval of the  Commissioner  of Internal
Revenue or other governmental bureau or agency, shall:


                                       49
<PAGE>

     (a) operate  retroactively  to reduce or divest the then vested interest in
     any  Individual  Account or to reduce or divest any  benefit  then  payable
     hereunder; or

     (b)  change the  duties or  responsibilities  of the  Trustee  without  the
     written consent or approval of the Trustee.

Each such amendment  shall be in writing signed by duly  authorized  officers of
the Company with such consents or approval,  if any, as provided above and shall
become effective as designated in such amendment.

     Sec. 13.3  Distribution on Termination or  Discontinuance of Contributions.
Upon termination of the Plan or complete  discontinuance of contributions to the
Plan, any amount of the Trust Fund previously unallocated, including any amounts
in a suspense account  established  under Article V, shall be allocated  (unless
such  allocation  would violate  Article V), and the Individual  Accounts of all
Participants,  Former  Participants,  and  Beneficiaries  shall thereupon be and
become fully vested and  nonforfeitable  to the extent then funded.  The Trustee
shall deduct from the Trust Fund all unpaid charges and expenses including those
relating to said termination, except as the same may be paid by an Employer. The
Trustee shall then adjust the balance of all Individual Accounts on the basis of
the net value of the Trust Fund. The  Administrator  shall direct the Trustee to
distribute the amount to the credit of each Participant,  Former Participant and
Beneficiary when all appropriate  administrative procedures have been completed.
If any  amount in a  suspense  account  shall not be  allocable  because  of the
provisions of Article V, such amount shall be returned to the Employer. Upon any
complete discontinuance of contributions by an Employer, the assets of the Trust
Fund  shall be held and  administered  by the  Trustee  for the  benefit  of the
Participants employed by such Employer  discontinuing  contributions in the same
manner and with the same powers,  rights, duties and privileges herein described
until the Trust Fund with respect to such  Employer has been fully  distributed.
Upon the partial  termination of the Plan,  the Individual  Accounts of affected
Participants,  Former  Participants  and  Beneficiaries  shall  thereupon be and
become  fully vested and  nonforfeitable  to the extent then funded and shall be
distributed to such Participants,  Former  Participants and Beneficiaries by the
Trustee when all appropriate  administrative procedures have been completed. The
Administrator  shall direct the Trustee to distribute each Participant's  entire

                                       50
<PAGE>

Individual  Account in a single lump sum  distribution to him, or to an Eligible
Retirement Plan as defined in Section 11.11 pursuant to the Participant's direct
rollover  election  described  in  Section  11.11,  as soon as  administratively
practicable  after the later of (i) the termination date of the Plan or (ii) the
receipt  following  application  of a  favorable  determination  letter from the
Internal Revenue Service with respect to the termination of the Plan.

     Sec. 13.4  Reversion of  Contributions  to Employer.  Except as provided in
Section 3.3 and Section 13.3,  under no  circumstances  or conditions  shall the
Trust  Fund or any  portion  thereof  revert to any  Employer  or be used for or
diverted to the benefit of anyone other than Participants,  Former  Participants
and  Beneficiaries,  it being  understood  that the Trust  Fund shall be for the
exclusive benefit of Participants, Former Participants and Beneficiaries.

     Sec.  13.5  Amendment  of Vesting  Schedule.  At any time that the  vesting
schedule of the Plan is amended, or the Plan is amended in any way that directly
or  indirectly  affects  the  computation  of the  Participant's  nonforfeitable
interest in his Individual Account,  each Participant who has completed at least
three Years,  whether or not consecutive,  during each of which he has completed
not fewer than 1,000 Hours of Service,  may elect to have his vested interest in
his Individual  Account determined under the vesting schedule in effect prior to
such amendment. An election made under the preceding sentence may be made at any
time within 60 days after the later of the date:

     (a) the amendment is adopted;

     (b) the amendment becomes effective; or

     (c) the  Participant  is  issued  written  notice of the  amendment  by the
     Administrator.

An election under this Section shall be made in a written  instrument  delivered
to the  Administrator  and once made, shall be irrevocable.  For the purposes of
this  Section,  a Participant  shall be  considered to have  completed the three
Years  described in this Section if he shall have  completed such Years prior to
the end of the period during which he could make an election hereunder.

     Sec.  13.6 Merger or  Consolidation  of Plan. In the event of any merger or
consolidation  of the Plan with,  or  transfer in whole or in part of the assets
and  liabilities  of the Trust Fund to,  another trust fund held under any other

                                       51
<PAGE>

plan of deferred compensation maintained or to be established for the benefit of
all or some of the  Participants  in this  Plan,  the  assets of the Trust  Fund
applicable to such  Participants  shall be  transferred  to the other trust fund
only if:

     (a) each Participant  would (if either this Plan or the other plan had then
     terminated) 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 before the merger,  consolidation,  or
     transfer (if this Plan had then terminated); and

     (b) such other plan and trust fund are qualified  under  Section  401(a) of
     the Code and exempt from tax under Section 501(a) of the Code.

     Sec.  13.7   Withdrawal  of  Employer.   If  an  Employer   withdraws  from
participation in the Plan or completely  discontinues  contributions to the Plan
without the immediate  establishment of a new retirement  plan,  distribution of
benefits  to  affected  Participants  will be made at the time and in the manner
provided  in  Section   13.3.   However,   pursuant  to  rules  applied  by  the
Administrator in a nondiscriminatory  manner to all employees similarly situated
or if the withdrawal or  discontinuance by an Employer is deemed to be a partial
termination of the Plan, the provisions of Section 13.3 hereof shall apply to an
Employer's  withdrawal  or  discontinuance  as if it were a part of the complete
termination of this Plan, but the  participation  of other  Employers  hereunder
shall not be affected nor shall the continuation of the Plan with respect to the
participation  therein by other  Employers  be  affected by such  withdrawal  or
discontinuance  by an  Employer.  The assets  attributable  to the  Participants
employed  by  the   withdrawing   or   discontinuing   Employer,   may,  in  the
Administrator's discretion, be retained in and subject to the provisions of this
Plan or distributed in liquidation.


                                   ARTICLE XIV

                                    COMMITTEE
                                    ---------

     Sec.  14.1  Committee  Composition.  The  Company  may  appoint a Committee
consisting of any number of members as  determined  by the Company.  The Company
may remove any  member of the  Committee  at any time and a member may resign by
written  notice to the Company.  Any vacancy in the  membership of the Committee

                                       52
<PAGE>

shall be filled by appointment of the governing body of the Company, but pending
the  filling  of any such  vacancy  the then  members of the  Committee  may act
hereunder as though they alone constitute the full Committee.

     Sec.  14.2  Committee  Actions.  Any  and all  acts  and  decisions  of the
Committee shall be by at least a majority of the then members, or by a unanimous
written decision taken without a meeting,  but the Committee may delegate to any
one or more of its members the  authority to sign notices or other  documents on
its behalf or to perform ministerial acts for it, in which event the Trustee and
any other  person may accept such  notice,  document or act without  question as
having been authorized by the Committee.

     Sec. 14.3  Committee  Procedure.  The Committee  may, but need not, call or
hold formal  meetings and any decisions made or action taken pursuant to written
approval of a majority of the then members  shall be  sufficient.  The Committee
shall maintain  adequate records of its decisions which records shall be subject
to inspection by the Company, any Employer, any Participant,  Former Participant
or Beneficiary,  and any other person to the extent required by law, but only to
the extent that they apply to such person.  Also the Committee may designate one
of its members as Chairman and one of its members as Secretary and may establish
policies and  procedures  governing it as long as the same are not  inconsistent
with the terms of the Plan.

     Sec.  14.4   Delegation   to  Committee  and  Company's   Duty  to  Furnish
Information.  The Committee shall perform the duties and may exercise the powers
and  discretion  given to it in this Plan and its  decisions  and actions may be
relied upon by all persons  affected  thereby.  The Trustee and the Recordkeeper
may rely without  question  upon any  notices,  directions,  or other  documents
received from the  Committee.  The Company and each  Employer  shall furnish the
Committee  with all data and  information  available  to the  Company  which the
Committee may reasonably  require in order to perform its duties.  The Committee
may rely without  question  upon any such data or  information  furnished by the
Company and each Employer.

     In  addition  to any other  powers and  responsibilities  allocated  to the
Committee  pursuant  to the  terms  of  this  Plan,  the  following  powers  and
responsibilities shall be exercised by the Committee:

     (a) To direct the Trustee as to investments in Parent Company Stock.


                                       53
<PAGE>

     (b) To administer the Plan as provided in Section 14.5.

     (c) To establish and  administer  the Plan's claims  procedure  pursuant to
     Section 11.6 in a uniform and nondiscriminatory  manner and, if appropriate
     in its sole discretion,  to designate persons or entities to be responsible
     for initial claims and requests for review of claims decisions.

     (d) To adopt such rules,  forms and  procedures as it shall deem  necessary
     for the efficient  administration  of the Plan in accordance with its terms
     and the terms of any applicable law.

     (e) To prepare and submit to governmental  agencies,  Participants,  Former
     Participants and Beneficiaries  such Plan  descriptions,  reports and other
     documents,  or summaries  thereof,  as may be required by applicable law or
     necessary in the administration of the Plan.

     (f)  To  remedy  possible  ambiguities,  inconsistencies  or  omissions  in
     connection with its power to interpret the Plan;  provided,  however,  that
     all such actions and decisions  shall be applied in a uniform manner to all
     Employees similarly situated.

     (g) To authorize  disbursements  from the Trust Fund,  including refunds of
     contributions  permitted by the Plan (any  instructions of the Committee to
     the  Trustee  shall be  evidenced  in writing and signed by a member of the
     Committee delegated with such authority by a majority of the Committee).

     (h) To appoint a  Recordkeeper  who shall  perform,  without  discretionary
     authority  or control,  administrative  functions  within the  framework of
     policies,  interpretations,  rules, practices and procedures adopted by the
     Committee or the Administrator.

     (i) To employ  such  advisors  (including  but not  limited  to  attorneys,
     independent  public  accountants  and  investment  advisors) and such other
     technical  and  clerical  personnel  as may be required in the  Committee's
     discretion  for  the  proper  administration  of the  Plan,  and to pay the
     reasonable expenses of such persons from the Trust Fund.

     (j) To  establish  and to instruct the Trustee and any  investment  manager
     with respect to asset  administration  objectives  and policies  consistent
     with Plan requirements.

                                       54
<PAGE>

     (k) To review  from time to time,  but at least as often as  annually,  the
     investment  performance  of  the  Trustee  and  any  insurance  company  or
     investment  manager  acting with  respect to any portion of the Trust Fund.
     The Committee  may engage the services of such person it deems  appropriate
     including,  investment managers, to review investments held by the Plan and
     the financial  condition of insurance companies issuing insurance contracts
     to the Plan.

     (l) To supervise at least one audit of the Plan's  assets for each Year and
     review the Trustee's annual accounting.

     Sec. 14.5 Construction of Plan and Trustee's and  Recordkeeper's  Reliance.
Any and all matters involving the Plan, including but not limited to any and all
disputes  which may  arise  involving  Participants,  Former  Participants,  and
Beneficiaries  and/or the Trustee or the  Recordkeeper  shall be referred to the
Committee.  The Committee has the exclusive  discretionary authority to construe
the terms of the Plan and the  exclusive  discretionary  authority  to determine
eligibility   for  all   benefits   hereunder.   Any  such   determinations   or
interpretations  of the  Plan  adopted  by the  Committee  shall  be  final  and
conclusive and shall bind all parties. The Trustee and the Recordkeeper may rely
upon the decision of the Committee  with respect to any question  concerning the
meaning,  interpretation,  or  application  of any  provision  of the Plan.  The
Committee's  interpretations and determinations with respect to the Plan and the
Trust Agreement shall be based on such information as is reasonably available to
the Committee at the time a decision is made. In addition,  in administering the
Plan, the Committee may rely conclusively  upon an Affiliated  Company's payroll
and personnel records maintained in the ordinary course of business.

     Sec. 14.6  Committee  Member's  Abstention  in Cases  Involving Own Rights.
Notwithstanding  any other  provision of this  Article XIV, no Committee  member
shall  vote or act  upon any  matter  involving  his own  rights,  benefits,  or
participation in the Plan.

     Sec. 14.7 Counsel to  Committee.  The Committee may engage agents to assist
it and may engage legal  counsel who may be legal  counsel for the Company.  All
reasonable expenses incurred by the Committee may be paid from the Trust Fund.

     Sec. 14.8  Indemnification  of Employees and Directors.  The Company hereby
indemnifies each member of the Committee and each employee, officer and director
of an Affiliated Company who are delegated responsibilities under or pursuant to
the Plan against any and all  liabilities  and  expenses,  including  attorneys'

                                       55
<PAGE>

fees,   actually  and  reasonably  incurred  by  them  in  connection  with  any
threatened,  pending or  completed  legal  action or judicial or  administrative
proceeding  to  which  they may be a party,  or may be  threatened  to be made a
party,  by  reason  of  membership  on the  Committee  or  other  delegation  of
responsibilities,  except  with  regard to any matters as to which they shall be
adjudged  in such  action or  proceeding  to be liable for gross  negligence  or
willful misconduct in connection therewith. In addition, the Company may provide
appropriate  insurance  coverage  for the members of the  Committee or each such
other individual  indemnified pursuant to this Section 14.8 who is not otherwise
appropriately insured.

     Sec. 14.9 Action Taken in Good Faith. To the extent permitted by ERISA, the
members  of  the  Committee  and  each  employee,  officer  and  director  of an
Affiliated  Company  who are  fiduciaries  with  respect  to the  Plan  shall be
entitled to rely upon,  and be fully  protected with respect to any action taken
or  suffered  by them in good faith in reliance  upon,  all tables,  valuations,
certificates,  reports and opinions furnished by the Recordkeeper,  the Trustee,
or any accountant,  attorney,  insurance company or investment manager acting at
any time hereunder.


                                   ARTICLE XV

                                  MISCELLANEOUS
                                  -------------

     Sec. 15.1 No Employment or Compensation Agreement. Nothing contained in the
Plan shall be  construed  as giving any person or entity any legal or  equitable
right  against  the  Company,  any  Employer,   any  Affiliated  Company,  their
stockholders  or  partners,  officers or  directors,  the Named  Fiduciary,  the
Committee,  the  Administrator,  the Trustee or the Recordkeeper,  except as the
same shall be specifically  provided in the Plan. Nor shall anything in the Plan
give any  Participant  or other Employee the right to be retained in the service
of any  Employer.  The  employment  of all persons by any Employer  shall remain
subject to  termination  by that  Employer to the same extent as if the Plan had
never been executed.

     Sec. 15.2 Spendthrift  Provision.  Except (i) as provided by the terms of a
domestic  relations  order which is  determined  to be qualified  under  Section
414(p) of the Code, or (ii) as permitted  pursuant to Section  401(a)(13) of the
Code and  Section  206(d) of  ERISA,  no  Participant,  Former  Participant,  or

                                       56
<PAGE>

Beneficiary  shall have the right to assign,  alienate or transfer  his interest
hereunder,  nor shall his  interest  be  subject to claims of his  creditors  or
others,  it being  understood  that all  provisions of the Plan shall be for the
exclusive benefit of those designated herein.

     Sec. 15.3 Construction.  It is the intention of each Employer that the Plan
be  qualified  under  Section  401 of the Code and  comply  with the  applicable
provisions  of ERISA,  and all  provisions  hereof  should be  construed to that
result.

     Sec.  15.4  Titles.   Titles  of  Articles  and  Sections  hereof  are  for
convenience only and shall not be considered in construing the Plan.

     Sec. 15.5 Texas Law Applicable.  The Plan and each of its provisions  shall
be construed and their validity  determined by the laws of the State of Texas to
the extent not preempted by ERISA or other applicable federal law.

     Sec.  15.6  Successors  and  Assigns.  The Plan shall be  binding  upon the
successors and assigns of the Company and each Employer and the Trustee and upon
the  heirs  and  personal   representatives  of  those  individuals  who  become
Participants hereunder.

     Sec. 15.7  Allocation of Fiduciary  Responsibility  by Named  Fiduciary.  A
fiduciary  with respect to the Plan,  as  described  in Section  3(21) of ERISA,
shall only have those specific powers, duties,  responsibilities and obligations
as are explicitly given such fiduciary under the terms of the Plan and the Trust
Agreement or allocated to such  fiduciary  pursuant to the  procedures set forth
herein. The Named Fiduciary may, by written instrument,  allocate some or all of
its  responsibilities to another fiduciary,  including the Trustee, or designate
another person to carry out some or all of its fiduciary responsibilities.  Each
fiduciary to whom  responsibilities are allocated by the Named Fiduciary will be
furnished a copy of the Plan and their acceptance of such responsibility will be
made by agreeing in writing to act in the  capacity  designated.  It is intended
that each fiduciary shall be responsible only for the proper exercise of his own
powers, duties, responsibilities and obligations under the Plan and shall not be
responsible  for any act or  failure  to act of  another  fiduciary.  The  Named
Fiduciary  shall not be liable  for an act or  omission  of any  person  (who is
allocated  a fiduciary  responsibility  or who is  designated  to carry out such
responsibility) in carrying out a fiduciary  responsibility except to the extent
that with respect to the allocation or  designation,  continuation  thereof,  or
implementation or establishment of the allocation or designation  procedures the

                                       57
<PAGE>

Named Fiduciary (i) did not perform all of his duties and  responsibilities  and
exercise his powers  hereunder  with the care,  skill,  prudence,  and diligence
under  the  circumstances  then  prevailing  that a prudent  man  acting in like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of like character and with like aims, (ii) knowingly  participates in
or knowingly  undertakes  to conceal an act or omission of another  fiduciary of
the Plan,  with the knowledge that such act or omission is a breach of fiduciary
responsibility, (iii) did not make reasonable efforts under the circumstances to
remedy a breach of fiduciary  responsibility  of which the Named  Fiduciary  has
knowledge,  or  (iv)  did  not  carry  out  its  specific  responsibilities,  in
accordance  with the  standard set forth in (i) above,  and as a result,  it has
enabled another fiduciary of the Plan to commit a breach. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan.

     Sec.  15.8  Expenses  of  Administration.  Except to the extent  paid by an
Employer,  the  Administrator  shall cause the Trustee to pay from the assets of
the Plan,  including  from the  unallocated  forfeitures  as provided in Section
10.5,  all  expenses  incurred  in the  administration  of the  Plan,  including
expenses of the Committee, the Recordkeeper and the Administrator,  and expenses
and compensation of the Trustee and the expenses of counsel.  The Employer shall
pay all brokerage  commissions,  taxes and other costs  incident to the purchase
and sale of securities.

     Sec. 15.9 Plan Controls. The Trust Agreement is a part of the Plan. In case
of any inconsistency between the terms of the Plan and the Trust Agreement,  the
provisions of the Plan shall control.  In the event of any conflict  between the
terms of the Plan and any summary  thereof or other document  relating  thereto,
from whatever source, the terms of the Plan shall govern.

     Sec. 15.10 Effect of Mistakes. In the event of a mistake or misstatement as
to  the  age or  eligibility  of  any  person,  or the  amount  of any  kind  of
contributions, withdrawals or distributions made or to be made to a Participant,
or other person, the Administrator shall, to the extent it deems possible,  make
such  adjustment  as will in its  judgment  afford to such  person the  credits,
distributions or other rights to which he is properly entitled under the Plan.

     Sec.  15.11  Operation  of the Plan;  Permitted  Corrections.  The  Company
intends to operate and administer the Plan as a  tax qualified  retirement  plan
under Section 401(a) of the Code. In the event that the Administrator determines
that the operation of the Plan or the form of the Plan, or both, fails to comply

                                       58
<PAGE>

in any respect with the  applicable  requirements  of the Code,  the Company may
take whatever action it deems necessary and appropriate  under the circumstances
to comply with its intent to  maintain  the Plan as a  tax-qualified  retirement
plan,  including  corrections  made pursuant to, or consistent with the purposes
of, the Employee Plans  Compliance  Resolution  System,  as set forth in Revenue
Procedure  2001-17 issued by the Internal Revenue Service,  as the principles of
such Revenue  Procedure  may be modified or expanded  from time to time,  or any
other correction  procedures  available generally to the Company with respect to
the Plan.


                                  ARTICLE XVI

                        ADOPTION BY AFFILIATED COMPANIES
                        --------------------------------

     Sec. 16.1 Transfer of  Employment to Another  Employer.  When an Employee's
employment with any Employer is terminated,  but such Employee continues to be a
Participant  by  reason  of  continued  employment  by  another  Employer,   the
Participant  concerned  shall not be  considered  to have changed  Employers for
purposes  of  determining  the   Participant's   eligibility,   vesting  rights,
participation,  and Plan  benefits.  An Employee who was a  Participant  when so
transferred,  and who is otherwise  an eligible  Employee,  shall  continue as a
Participant  in the Plan as adopted by his new Employer  (whether the Company or
another  Employer) and shall continue  without any requirement or  re-enrollment
unless otherwise  required by the Plan. In such event,  all notices,  elections,
designations, directions and the like theretofore made shall continue in effect.
All  interests  then  credited to the  Participant  shall  constitute  interests
credited  to the  Participant  under  the Plan as  adopted  by his new  Employer
(whether the Company or another Employer). Employer contributions shall, subject
to  the  terms  and  limitations  of  the  Plan,  continue  to be  made  by  the
Participant's  new  Employer  (whether  the  Company or another  Employer).  Any
portion of his Individual  Account which is forfeited  shall be allocated to the
Individual  Accounts of  Participants  who are  Employees of the Employer  which
originally made the contributions so forfeited.

     Sec. 16.2  Contributions  and Forfeitures.  Each Participant shall have his
Individual   Account   credited   with  his  share  of  his  former   Employer's
contributions and with his share of his new Employer's contributions. The Annual
Compensation  received by such Participant from each Employer during the portion
of the  Year  employed  by an  Employer  shall  constitute  the  basis  for  his
allocation of that  particular  Employer's  contribution.  Forfeitures  shall be

                                       59
<PAGE>

applied as  provided in Section  10.5 only for the  benefit of the  Participants
employed by the  Employer for whom the  Participant  works or last worked at the
time the forfeiture occurs.

     Sec.  16.3  Transfers of Employment  Between  Affiliated  Companies.  If an
Employee  of one  Affiliated  Company  transfers  to the  employment  of another
Affiliated  Company and such Affiliated  Company has a comparable plan and trust
agreement,  the Trustee of each plan and trust shall make suitable  arrangements
for the transfer of the assets held in his  Individual  Account from the Plan of
the former employer to the plan of the successor employer.  The Employee will be
granted credit for Years of Service  (Vesting) with the former employer and will
not be deemed to have terminated his employment.  Annual  Compensation  from the
former employer will be considered to be Annual  Compensation from the successor
employer.

     If an Employee participating in this Plan transfers to the employment of an
Affiliated  Company which does not have a comparable plan in force, he shall not
be deemed to have  terminated  employment  with the  Employer.  The value of his
Individual  Account will be held for his benefit until he terminates  employment
with all Affiliated  Companies,  dies or retires in accordance with Article VII,
at which time the value of his Individual  Account will be distributed to him or
his Beneficiary as provided elsewhere herein. No further Employer  contributions
will be made on his behalf,  but he will be granted  credit for Years of Service
(Vesting) with the Affiliated  Company. In the event that he is reemployed by an
Employer, he shall immediately become a Participant in this Plan.

     Sec.  16.4 Action by  Company.  The  Employers  delegate to the Company the
authority to amend the Plan, remove the Trustee, or a Committee member,  appoint
a new or  additional  Trustee or  Committee  member,  or take all other  actions
concerning the Plan without joinder or approval of the other Employers.

     Sec.  16.5  Termination  of  Employer's   Status  as  Affiliated   Company.
Termination  of an  Employer's  status as an  Affiliated  Company  other than by
merger or  liquidation  into the Company shall  terminate the Plan and the Trust
Agreement as adopted by such Employer unless, and except to the extent that, the
governing  body of the  Company  shall  adopt  a  resolution  consenting  to the
continuance  of the Plan and the Trust  Agreement  as adopted  by the  Employer,
specifying  conditions  therefor,  such as  amendments to the Plan and the Trust
Agreement as adopted by the  Employer  and the  investment  in,  disposition  or
distribution  of Parent  Company  Stock,  and the governing body of the Employer
shall consent to and adopt such conditions, investments and the like.

                                       60
<PAGE>

                                  ARTICLE XVII

                                   THE TRUSTEE

     Sec.  17.1 Trust Fund. A Trust Fund has been created and will be maintained
for the  purposes  of the Plan,  and the  monies  thereof  will be  invested  in
accordance with the terms of the Trust Agreement which forms a part of the Plan.
All Employer  contributions  will be paid into the Trust Fund,  and all benefits
under the Plan will be paid from the Trust Fund.

     Sec. 17.2 Trustee's Duties.  Except as otherwise  specifically  provided in
the Trust Agreement, the Trustee's obligations,  duties and responsibilities are
governed  solely  by the  terms of the Trust  Agreement,  reference  to which is
hereby made for all purposes.

     Sec. 17.3 Benefits Only from Trust Fund.  Any person having any claim under
the Plan will look solely to the assets of the Trust Fund for  satisfaction.  In
no event will any Employer or any of its officers, Employees, agents, members of
its governing body, the Trustee, any successor trustee,  the Administrator,  the
Recordkeeper  or any  member of the  Committee,  be  liable in their  individual
capacities  to any person  whomsoever,  under the  provisions of the Plan or the
Trust Agreement, absent a breach of fiduciary responsibility determined pursuant
to the applicable provisions of ERISA.

     Sec. 17.4 Trust Fund Applicable Only to Payment of Benefits. The Trust Fund
will be used and applied only in accordance  with the provisions of the Plan, to
provide the  benefits  thereof,  except as provided  in Section  15.8  regarding
payment of administrative  expenses,  and no part of the corpus or income of the
Trust  Fund  will be used for,  or  diverted  to,  purposes  other  than for the
exclusive benefit of the Participants and other persons  thereunder  entitled to
benefits.

     Sec.  17.5 Texas Trust Code.  Although  it is intended  that the  foregoing
powers of the Trustee be  applicable  hereunder,  it is also  intended  that all
provisions of the Texas Trust Code, and any amendments thereto, not inconsistent
with the above  enumerated  powers  or other  provisions  of the Plan,  shall be
applicable in the administration of the Trust Fund.


                                       61
<PAGE>

     Sec.  17.6  Voting  Rights.  At  each  annual  or  special  meeting  of the
stockholders  of Capital  Southwest  Corporation  or by actions  taken without a
meeting,  the  Trustee  may vote or  refrain  from  voting any and all shares of
Parent  Company  Stock held in the Trust Fund in such  manner as deemed,  in the
Trustee's sole  discretion,  to be in the best interest of the  Participants and
Beneficiaries.  The Administrator may from time to time direct the Trustee as to
the manner of voting such shares, and the Trustee shall follow such instructions
and shall bear no  responsibility  for the  propriety  of the  decisions  of the
Administrator.


                                  ARTICLE XVIII

                                   INVESTMENTS
                                   -----------

     Sec.  18.1  Investment  of  Contributions  and Trust  Assets.  All Employer
contributions in cash and any other cash received by the Trust Fund attributable
to Employer  contributions under the Plan,  including  dividends,  will first be
used to pay current  obligations  of the Trust Fund, and any excess will be used
either to pay other  obligations  of the Trust Fund, to buy Parent Company Stock
from holders of  outstanding  stock or newly issued or treasury stock or to make
other  prudent  investments;  provided,  however,  that at all times the Trustee
shall  attempt to invest 100% of the Trust Fund assets in Parent  Company  Stock
consistent with market  availability or other conditions.  The Administrator may
from time to time  direct the Trustee as to the extent of  investment  in Parent
Company Stock and the Trustee shall follow such  instructions  and shall bear no
responsibility   for  the   propriety   of  the   investment   decision  of  the
Administrator.  All purchases of Parent  Company Stock shall be made at a price,
or at prices, which in the judgment of the Trustee do not exceed the fair market
value of such  shares of Parent  Company  Stock,  which may be above the  quoted
market  price  on a  national  securities  exchange  or in the  over-the-counter
market.  If no current  obligations of the Trust Fund are outstanding and unpaid
and the Trustee  determines  that it is in the best  interest of the Trust Fund,
the Trustee may invest funds of the Trust Fund temporarily in securities  issued
or  guaranteed  by the  United  States of  America  or any  agency  thereof,  in
certificates of deposit, or in short-term commercial paper, or such funds may be
held temporarily in cash.


                                       62
<PAGE>

                                   ARTICLE XIX

                              TOP HEAVY PROVISIONS

     Sec. 19.1 Minimum Allocation  Requirements.  Notwithstanding the provisions
of  Section  4.3,  for any  Year in  which  the Plan is a Top  Heavy  Plan,  the
requirement   for  1,000  Hours  of  Service   shall  not  apply  and   Employer
contributions  and forfeitures which are allocated to any Participant who on the
last day of the Year is a Non-Key  Employee who has  satisfied  the  eligibility
requirements  of  Section  2.1,  shall not be less than the  lesser of (i) three
percent of such Participant's Annual Compensation [as defined in Section 5.2(f)]
or (ii) the largest percentage of Employer contributions, as a percentage of the
amount of the Annual Compensation [as defined in Section 5.2(f)] of Participants
who are Key  Employees,  but not in excess  of the  Compensation  Limitation  as
defined in Section 1.6 allocated to any such  Participant  who is a Key Employee
for that Year;  provided,  however,  if the Employer maintains a defined benefit
plan which  designates this Plan to satisfy Section 401 or 410 of the Code, (ii)
above shall not apply.

     Sec. 19.2 Adjustment to Limitation on Allocations for Years Beginning Prior
to April 1, 2000.  Notwithstanding the provisions of Sections  5.2(h)(ii)(A) and
5.2(i)(ii)(A),  for any Year beginning  prior to April 1, 2000 in which the Plan
is a Top Heavy Plan, the following provisions shall be applicable to Section 5.2
of the Plan:

     (a) Section 5.2(h)(ii)(A) shall be revised by substituting "1.0" for "1.25"
     and the numerator of the fraction described in Section  5.2(h)(iv)(A) shall
     be revised by  substituting  "$41,500"  for  "$51,875"  unless (i) the Plan
     would not be a Top Heavy Plan as  defined in Section  19.4(f) if "90%" were
     substituted  for 60% in such  definition,  and (ii) the minimum  allocation
     requirements of Section 19.1 for a Participant who is a Non-Key Employee of
     an Employer are satisfied and, in applying such provisions,  "four percent"
     is substituted for "three percent;" and

     (b) Section 5.2(i)(ii)(A) shall be revised by substituting "1.0" for "1.25"
     unless  (i) the Plan  would not be a Top Heavy  Plan as  defined in Section
     19.4(f) if "90%" were substituted for 60% in such definition,  and (ii) the
     minimum  benefit  requirements  of  Section  416(h)(2)(A)  of the  Code are
     satisfied for all  participants in the defined benefit pension plan who are
     Non-Key Employees.

                                       63
<PAGE>

This Section 19.2 does not apply for any Year beginning after March 31, 2000.

     Sec. 19.3 Vesting Schedule. Notwithstanding the provisions of Section 10.2,
beginning  with the  first  Year in  which  the Plan is a Top  Heavy  Plan,  the
following provisions shall be applicable to Section 10.2:

     (a) Except as provided in Section 19.3(b) below,  each Participant shall be
     entitled  (as a vested  interest)  to  receive  the  greater  of the vested
     interest  calculated  pursuant  to  Article X or a  percentage  of the then
     combined  balance to his credit in his Parent  Company  Stock  Account  and
     Other  Investments  Account  determined  in  accordance  with the following
     schedule:

           Years of Service (Vesting)                Vested Interest
           --------------------------                ---------------

                  Less than 3                               0%
                  3 or more                               100%

     (b) The schedule in Section 19.3(a) above shall not apply to the Individual
     Account of any  Participant  who does not perform an Hour of Service  after
     the Determination Date on which the Plan first became a Top Heavy Plan; any
     such Participant's  vested interest in his Parent Company Stock Account and
     Other  Investments  Account shall be determined by applying the schedule in
     Section  10.2  of  the  Plan  as  applicable  to  the  Plan  prior  to  the
     Determination Date on which the Plan first became a Top Heavy Plan.

     Sec. 19.4 Definitions.

     (a)  "Determination  Date" means for any Year the  Anniversary  Date of the
     preceding  Year,  or in the  case  of the  first  Year  of  the  Plan,  the
     Anniversary Date of that Year.

     (b) "Key  Employee"  means,  as of any  Determination  Date [as  defined in
     Section  19.4(a)],  any Employee or former Employee (or Beneficiary of such
     Employee)  of an Employer  who, at any time during the Year which  includes
     the Determination Date, or during the preceding four Years, is:

          (i) an officer of any Employer having Annual Compensation greater than
          50% of the amount in effect under Section 415(b)(1)(A) of the Code for
          any such Year;


                                       64
<PAGE>

          (ii) one of the ten  Employees  having  Annual  Compensation  from any
          Employer of more than the dollar  limitation  in effect under  Section
          415(c)(1)(A) of the Code and owning the largest  interests in any such
          Employer;

          (iii) a more than five-percent owner of any Employer; or

          (iv) a more  than one  percent  owner of any  Employer  having  Annual
          Compensation from all Employers of more than $150,000.

     For purposes of this subsection (b), Annual  Compensation shall mean annual
     compensation  as defined in Section  415(c)(3) of the Code,  but  including
     amounts contributed by an Employer pursuant to a salary reduction agreement
     which are  excludable  from the  Participant's  gross income under Sections
     125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code or, effective January 1,
     2001,  Section 132(f)(4) of the Code. For purposes of subsection (b)(i), no
     more than 50 Employees (or, if lesser,  the greater of three or ten percent
     of the  Employees  of all  Employers)  shall be  treated as  officers.  For
     purposes  of  subsection  (b)(ii)  above,  if two  Employees  have the same
     interest  in  an  Employer,   the  Employee   having  the  greater   Annual
     Compensation   shall  be  treated  as  having  the  larger  interest.   The
     constructive  ownership rules of Section 318 of the Code (or the principles
     of that section,  in the case of an unincorporated  Employer) will apply to
     determine ownership in each Employer.

     (c) "Non-Key Employee" means any Employee who is not a Key Employee.

     (d) "Permissive  Aggregation  Group" means the Required  Aggregation  Group
     plus any other  qualified  plans  maintained  by an  Employer  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.

     (e)  "Required  Aggregation  Group"  means  (i) each  qualified  plan of an
     Employer  in which at least  one Key  Employee  participates,  and (ii) any
     other  qualified  plan of an Employer which enables a plan described in (i)
     to meet the requirements of Sections 401(a)(4) or 410 of the Code.

     (f) "Top Heavy Plan" means the Plan for a Year beginning after December 31,
     1983,  if the Plan is the only plan  maintained  by an Employer and the top
     heavy ratio as of the  Determination  Date exceeds 60%. The top heavy ratio

                                       65
<PAGE>

     is a fraction,  the  numerator of which is the sum of the present  value of
     the  Individual  Accounts  of all  Key  Employees  of  Employers  as of the
     Determination Date, the contributions due as of the Determination Date, and
     distributions  made within the five-year period  immediately  preceding the
     Determination Date (including  distributions  under a terminated plan which
     if it had not been terminated would have been required to be included in an
     aggregation  group),  and  the  denominator  of  which  is  a  similar  sum
     determined  for all  Employees.  The top heavy  ratio  shall be  calculated
     without regard to (i) the Individual  Account of a Participant who is not a
     Key  Employee  but  who  was a Key  Employee  in a  prior  Year,  (ii)  the
     Individual Account of any individual who has not performed any services for
     an  Employer  at  any  time  during  the  five-year  period  ending  on the
     Determination Date, and (iii) voluntary deductible Employee  contributions,
     if  any.  The  top  heavy  ratio,  including  distributions,  rollover  and
     transfers,  to the extent such items must be taken into  account,  shall be
     calculated in accordance  with Section 416 of the Code and the  regulations
     thereunder.  If an Employer  maintains other  qualified plans  (including a
     simplified  employee  pension  plan)  or has  ever  maintained  one or more
     defined  benefit plans which have covered or could cover a  Participant  in
     this Plan,  this Plan is top heavy for a Year beginning  after December 31,
     1983  only if it is part of the  Required  Aggregation  Group,  and the top
     heavy  ratio for both the  Required  Aggregation  Group and the  Permissive
     Aggregation  Group  exceeds 60%. The top heavy ratio shall be calculated as
     described above, taking into account all plans within the aggregation group
     and with  reference  to  Determination  Dates  that  fall  within  the same
     calendar year;  provided that if a defined  benefit plan is included in the
     aggregation  group,  the  present  value of accrued  benefits  (instead  of
     account  balances)  of  participants  in that plan  shall be  computed  for
     purposes of calculating  the top heavy ratio.  The accrued  benefit under a
     defined  benefit plan in both the numerator and the  denominator of the top
     heavy ratio are increased for any  distribution  of an accrued benefit made
     in the  five-year  period  ending on the  Determination  Date.  The accrued
     benefit of a  Participant  other than a Key  Employee  shall be  determined
     under (i) the method,  if any, that uniformly  applies for accrual purposes
     under all defined benefit plans maintained by an Employer, or (ii) if there
     is no such  method,  as if such  benefit  accrued not more rapidly than the

                                       66
<PAGE>

     slowest  accrual  rate  permitted  under  the  fractional  rule of  Section
     411(b)(1)(C)  of the Code.  The value of account  balances  and the present
     value  of  accrued  benefits  will  be  determined  as of the  most  recent
     Allocation  Date that falls within or ends with the 12-month  period ending
     on the  Determination  Date,  except as provided in Section 416 of the Code
     and the Treasury regulations thereunder for the first and second plan years
     of a defined  benefit plan.  The actuarial  assumptions  (interest rate and
     mortality only) used by the actuary under the defined benefit plan shall be
     used to calculate  the present  value of accrued  benefits from the defined
     benefit plan.

     IN WITNESS WHEREOF, The RectorSeal Corporation,  the Company, acting by and
through its duly authorized officers,  has caused this revised and restated Plan
to be executed as of the day and year first above written.

                                                      THE RECTORSEAL CORPORATION



                                                     By
                                                       -------------------------