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                         L-3 COMMUNICATIONS CORPORATION

                                  PENSION PLAN




























                                                    Effective April 30, 1997

1457780
July 24, 1997


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                         L-3 COMMUNICATIONS CORPORATION

                                  PENSION PLAN





















                                                      Effective April 30, 1997




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

<S>                                                                                                       <C>
INTRODUCTION...........................................................................................       1

GENERAL DESCRIPTION ...................................................................................       1

ARTICLE I. DEFINITIONS ................................................................................       2
         Accrual Service ..............................................................................       2
         Accumulated Contributions ....................................................................       2
         Actuarial Equivalent .........................................................................       2
         Affiliate ....................................................................................       2
         Alternate Payee ..............................................................................       2
         Annuity Starting Date ........................................................................       3
         Basic Benefit ................................................................................       3
         Beneficiary ..................................................................................       3
         Board ........................................................................................       4
         Break in Service .............................................................................       4
         Code .........................................................................................       4
         Committee ....................................................................................       4
         Company ......................................................................................       4
         Contributing Participant .....................................................................       4
         Contributory Benefit .........................................................................       4
         Deferred Vested Termination Benefit ..........................................................       4
         Deferred Vested Termination Date .............................................................       4
         Early Commencement Factor ....................................................................       5
         Early Retirement Benefit .....................................................................       5
         Early Retirement Date ........................................................................       5
         Earnings .....................................................................................       5
         Effective Date ...............................................................................       6
         Election Period ..............................................................................       6
         Eligibility Service ..........................................................................       6
         Eligible Spouse ..............................................................................       7
         Employee .....................................................................................       7
         Employer .....................................................................................       7
         Employment Date ..............................................................................       7
         ERISA ........................................................................................       7
         Forfeitures ..................................................................................       8
         Former Participant ...........................................................................       8
         Highly Compensated Employee ..................................................................       8
         Hour of Service ..............................................................................       8
         Late Retirement Benefit ......................................................................       8
         Late Retirement Date .........................................................................       8
         Minimum Basic Benefit ........................................................................       8
         Monthly Accrued Benefit ......................................................................       8

                                                                                     L-3 Communications Corporation
                                                                                                       Pension Plan
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         Normal Retirement Benefit ....................................................................       8
         Normal Retirement Date .......................................................................       8
         Participant ..................................................................................       8
         Period of Severance ..........................................................................       8
         Plan .........................................................................................       8
         Plan Year ....................................................................................       9
         Prior Employer ...............................................................................       9
         Prior Plan ...................................................................................       9
         Proper Application ...........................................................................       9
         QDRO .........................................................................................       9
         Qualified Joint and Survivor Annuity .........................................................       9
         Qualified Pre-Retirement Survivor Annuity ....................................................       9
         Retirement Date ..............................................................................       9
         Service ......................................................................................       10
         Severance From Service Date ..................................................................       10
         Social Security Wage Base ....................................................................       10
         Trust Agreement ..............................................................................       10
         Trust ........................................................................................       11
         Trustee ......................................................................................       11
         Vested Participant ...........................................................................       11
         Vested Percentage ............................................................................       11
         Vesting Service ..............................................................................       11

ARTICLE II.       ADMINISTRATION.......................................................................       12

         2.1      Committee 's Discretionary Power to Interpret and
                  Administer the Plan..................................................................       12
         2.2      Rules of the Committee ..............................................................       13
         2.3      Claims Procedure ....................................................................       13
         2.4      QDRO Claim ..........................................................................       15
         2.5      Indemnification of Committee Members ................................................       15
         2.6      Power to Execute Plan and Other Documents ...........................................       15
         2.7      Conclusiveness of Records ...........................................................       15

ARTICLE III.      ELIGIBILITY AND HOW TO CALCULATE
                  SERVICE .............................................................................       16

         3.1      When Participation Starts and Ends ..................................................       16
         3.2      General Restrictions on Participation ...............................................       17
         3.3      How to Calculate Eligibility Service ................................................       17
         3.4 .    Rule of Parity o Disregarding Prior Service .........................................       19
         3.5      How to Calculate Accrual Service ....................................................       19
         3.6      How to Calculate Vesting Service ....................................................       20


                                                                                     L-3 Communications Corporation
                                                                                                       Pension Plan
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ARTICLE IV.       VESTING AND FORFEITURES..............................................................       21

         4.1      Vesting  ............................................................................       21
         4.2      Changes in Vesting Schedule .........................................................       22
         4.3      Forfeitures .........................................................................       22
         4.4      Restoring Forfeitures ...............................................................       22

ARTICLE V.        AMOUNT OF RETIREMENT BENEFIT.........................................................       23

         5.1      General Rules for Calculating Amount of Plan Benefits................................       23
         5.2      The Different Plan Benefits .........................................................       23
         5.3      Monthly Accrued Benefit .............................................................       24
         5.4      Special Section 401(a)(17) Provision Regarding Plan Benefits.........................       25
         5.5      Minimum Basic Benefit for Certain Participants ......................................       26
         5.6      Normal Retirement Benefit ...........................................................       27
         5.7      Late Retirement Benefit .............................................................       27
         5.8      Early Retirement Benefit ............................................................       28
         5.9      Deferred Vested Termination Benefit .................................................       29
         5.10     Co-ordination with Prior Plan .......................................................       29
         5.11     Effect of, Deferred Payment .........................................................       30
         5.12     Effect of Reemployment After Receipt of Plan Benefits ...............................       30

ARTICLE VI.       PAYMENT OF RETIREMENT AND DEATH BENEFITS.............................................       32
         6.1      How to Retire........................................................................       32
         6.2      Timing of Participant's Benefits ....................................................       32
         6.3      Normal Form of Benefits .............................................................       35
         6.4      Notice and Election Period ..........................................................       35
         6.5      Waiver and Spousal Consent Necessary for Optional Forms of
                  Benefit .............................................................................       36
         6.6      Optional Forms of Benefit ...........................................................       38
         6.7      Suspending Plan Payments Upon Reemployment ..........................................       39
         6.8      Qualified Pre-Retirement Survivor Annuity ...........................................       39
         6.9      Form of Benefit Fixed as of Annuity Starting Date ...................................       41

ARTICLE VII.      IN-SERVICE WITHDRAWAL AND RETURN OF
                  CONTRIBUTIONS .......................................................................       43

         7.1      In-Service Withdrawal of Pre-1970 Employee Contributions.............................       43
ARTICLE VIII.     THE TRUST, FUNDING AND CONTRIBUTIONS ................................................       44
         8.1      Contributions to the Trust Fund .....................................................       44
         8.2      The Trust ...........................................................................       44


                                                                                     L-3 Communications Corporation
                                                                                                       Pension Plan
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ARTICLE IX.       AMENDMENT AND TERMINATION............................................................       45

         9.1      Power to Amend Plan .................................................................       45
         9.2      Power to Terminate Plan .............................................................       45
         9.3      Allocation of Assets Upon Termination ...............................................       45
         9.4      Reversion of Assets Upon Termination ................................................       45

ARTICLE X.        LIMITATION OF BENEFITS...............................................................       47

         10.1     Construction ........................................................................       47
         10.2     Definitions .........................................................................       47
         10.3     Limitation on Annual Benefits .......................................................       48
         10.4     Adjustments for Early or Late Payment ...............................................       48
         10.5     Conditional Exemption for Pensions Under $10,000 ....................................       49
         10.6     Participants with Fewer Than Ten Years of Service ...................................       49
         10.7     Participants with Fewer Than Ten Years of Participation .............................       50
         10.8     Benefits Payable under More Than One Defined Benefit Plan . . .....................50
         10.9     Participation in Defined Contribution Plan ..........................................       50
         10.10    Limitation Year .....................................................................       53
         10.11    Protection of Current Accrued Benefit ...............................................       53
         10.12    Rules Regarding 25 Top-Paid Employees ...............................................       53

ARTICLE XI.       GENERAL PROVISIONS ..................................................................       55

         11.1     No Contract of Employment ...........................................................       55
         11.2     Employer Not Liable for Plan Benefits ...............................................       55
         11.3     Exclusive Benefit and Return of Employer Contributions ..............................       55
         11.4     Tax Withholding .....................................................................       56
         11.5     Incompetency or Minority of Payee ...................................................       56
         11.6     Missing Payees ......................................................................       57
         11.7     Alienation and QDROs ................................................................       57
         11.8     Notice to Committee, Elections ......................................................       58
         11.9     Merger or Transfer With Other Plans .................................................       58
         11.10    Fiduciaries .........................................................................       59
         11.11    Plans Shall Comply with Law; and Choice of Law ......................................       59
         11.12    Deemed Distribution of Unvested Amounts .............................................       59
         11.13    Gender and Number ...................................................................       59
         11.14    Headings ............................................................................       59
         11.15    Illegality of Particular Provisions .................................................       60
         11.16    Receipt and Release for Payments ....................................................       60
         11.17    Action by the .......................................................................       60
         11.18    Mistaken Payments ...................................................................       60
         11.19    Participants and Beneficiaries Bound by the Plan ....................................       60
         11.20    Direct Rollover Distributions to Other Plans or IRAs ................................       60

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                                                                                                       Pension Plan
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         11.21    Transfers Among Affiliates ..........................................................       62

ARTICLE XII.      TOP-HEAVY PROVISIONS.................................................................       64

         12.1     Applicable Plans Included in Determination of "Top Heavy"
                  Status   ............................................................................       64
         12.2     "Key Employee" ......................................................................       64
         12.3     "Top Heavy" Test ....................................................................       65
         12.4     Determination Dates .................................................................       65
         12.5     Add-Back of Prior Distributions .....................................................       66
         12.6     Former Employees Disregarded after Five Plan Years ..................................       66
         12.7     Compliance with Section 416 of the Code .............................................       66
         12.8     Beneficiaries .......................................................................       66
         12.9     Provisions Applicable in "Top Heavy" Plan Years .....................................       66

EXHIBIT A.        ACTUARIAL EQUIVALENT FACTORS.........................................................      - 1-

EXHIBIT B.        CONTRIBUTORY BENEFITS ...............................................................       -3-


                                                                                     L-3 Communications Corporation
                                                                                                       Pension Plan
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                                       v

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                  L-3 COMMUNICATIONS CORPORATION PENSION PLAN
                  -------------------------------------------

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

         On April 30, 1997, Lockheed Martin Corporation ("Lockheed Martin")
sold certain of its businesses (the "Business") to L-3 Communications Holdings,
Inc. ("Holdings"). In connection with the sale, certain employees in the
information display systems operations of the Lockheed Martin currently located
in Alpharetta, Georgia, and certain headquarters employees became employees of
L-3 Communications Corporation, a wholly owned subsidiary of Holdings. Lockheed
Martin agreed to transfer, and Holdings agreed to accept, the assets under the
Lockheed Martin Tactical Defense Systems Pension Plan (Corp. & LMSD) (the
"Pension Plan") attributable to the Accrued Benefits of the employees and
former employees (the "Transferred Individuals") of the transferred operations.

         The Transferred Individuals shall be entitled to their Accrued Benefit
under the Pension Plan (or a predecessor plan) as of April 30, 1997, provided
that the assets are transferred, and future benefits, if any, under the terms
of this Plan.

         A Participant under this Plan, including a Transferred Individual, is
entitled to benefits under the terms of the Plan in effect, including the terms
of the Pension Plan or any other predecessor plan, when the Participant
terminates (or terminated) employment with the Employer.

         The Plan is intended to be qualified under Internal Revenue Code
Section 401 and its Trust is intended to be tax-exempt under Code Section 501.

                              GENERAL DESCRIPTION
                              -------------------

         Benefits attributable to Employer contributions are integrated with
Social Security, under Code Section 401(l). Such benefits are termed the "Basic
Benefit" under the Plan. The Plan also provides for a" Minimum Basic Benefit"
for certain Participants.

         The plan does not charge for QPSA coverage, and does provide for a
subsidized early retirement benefit.


                                               L-3 Communications Corporation
                                                                 Pension Plan

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                             ARTICLE I. DEFINITIONS

         As used in this Plan, the following terms shall have the following
meanings, unless a different meaning is required by the context:

"Accrual Service" shall have the meaning set forth in Section 3.5.

"Accumulated Contributions" means the after-tax, voluntary employee
contributions made by a Participant under the Prior Plan prior to April 1,
1970. These contributions, plus the accrued interest described in this
paragraph, constitute a Contributing Participant's Contributory Benefit. The
accrued interest shall be computed up to April 1, 1970 as provided under the
Prior Plan plus interest thereon at the rate of 4% per year for the period from
April 1, 1970 through December 31, 1973, at the rate of 5% per year for the
period from January 1, 1974 through December 31, 1987, and at the rate of 120%
of the Federal mid-term rate (as in effect under Code Section 1274 for the
first month of each Plan Year) for the period beginning January 1, 1988
compounded annually from the last day of the calendar year in which such
contributions were made to the first day of the month in which occurs the
earliest of (a) withdrawal of such contributions by the Participant prior to or
termination of employment, (b) the Participant's Annuity Starting Date, (c) the
Participant's death, or (d) the date the Participant becomes a Former
Participant.

"Actuarial Equivalent" means an amount of equal value as determined in
accordance with EXHIBIT A hereto.

"Affiliate" means the Company and any corporation, trade or business during any
period when it is, along with the Company, a member of a controlled group of
corporations or a controlled group of trades or businesses, as described in
Code Section 414(b), the common control rules of Code Section 414(c), the
affiliated service group rules of Code Section 414(m), or the rules of 414(o),
subject to the rules of Code Section 415(h).

"Alternate Payee" means any spouse, former spouse, child or other dependent of
a Participant who is recognized by a "qualified" court domestic relations order
as having a right to receive all, or a portion of, the benefits payable under
the Plan with respect to such Participant, as described in Code Section 414(p).
The determination of whether a court order is "qualified" shall be made in the
sole discretion of the Committee.


                                              L-3 Communications Corporation
                                                                Pension Plan

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"Annuity Starting Date" shall mean:

         (a)      with respect to any lump sum or installment payment, first
                  day of the month coincident with or next following the date
                  that the Participant is both entitled to and has completed
                  his Proper Application for a Plan distribution,

         (b)      with respect to any one of a series of payments over the life
                  or life expectancy of one or more distributees, the first
                  date for which the benefit is paid, even if this date is not
                  the date of actual payment.

         (c)      The term "Annuity Starting Date" shall be determined with
                  respect to payments made to the Participant, rather than with
                  respect to any survivor benefit payments (excepting only the
                  QPSA).

         (d)      The term "Annuity Starting Date" shall, in all events, be
                  defined by Treasury Regulation Section 1.401(a)-20.

"Basic Benefit" for a Participant shall have the meaning set forth in
Section 5.3.

"Beneficiary" means a Participant's designated beneficiary, under Plan
procedures. As required by the context of the Plan, "Beneficiaries" may also
include Alternate Payees.

         (a)      The Beneficiary of any married Participant shall normally be
                  his legally married spouse, at the time of death (whether or
                  not she or he is an Eligible Spouse). Married Participants
                  may designate someone other than a spouse as Beneficiary,
                  only if the designation includes the written consent of the
                  Participant's spouse, as set out in Plan Section 6.5. If
                  these requirements are not met, then the designation of a
                  non- spouse Beneficiary is invalid. However, the Committee
                  may not require the spouse's written consent if it is
                  established to the satisfaction of a Plan representative that
                  such consent cannot be obtained because (1) there is no
                  spouse, (2) the spouse cannot be located, or (3) such other
                  circumstances exist as may be prescribed by applicable
                  regulation.

                           Any such written spousal consent or establishment
                           that consent cannot be obtained shall be effective
                           only with respect to that spouse.

         (b)      Beneficiary designations may be changed at any time before
                  the Annuity Starting Date. If no proper Beneficiary is
                  designated or survives, the Participant's Beneficiary shall
                  be, in the following order

                                               L-3 Communications Corporation
                                                                 Pension Plan
                                                         3

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                  of priority: (1) his spouse, if living at the time of such
                  payment; (2) his children (including adopted children but
                  excluding stepchildren) per stirpes; (3) his estate.

         (c)      If the Committee is in doubt as to the right of any person to
                  receive a Plan benefit, the Committee may direct the Trustee
                  to retain such amount, without liability for any interest
                  thereon, until the rights thereto are determined, or the
                  Committee may direct the Trustee to pay such amount into any
                  court of appropriate jurisdiction and such payment shall be a
                  complete discharge of the liability of the Plan and the Trust
                  therefor.

"Board" means either the Board of Directors of the Company, or the Executive
Committee of the Board of Directors.

"Break in Service" is defined in Section 3.3.

"Code" means the Internal Revenue Code of 1986, as amended from time to time,
and all appropriate regulations and administrative guidance.

"Committee" means the committee which administers the Plan in accordance with
Article II. As context requires, the term "Committee" shall refer to the
Committee or its delegates.

"Company" means L-3 Communications Corporation, a Delaware corporation, and any
successor thereto which adopts this Plan. The Company shall act by resolution
of its Board of Directors.

"Contributing Participant" means a Participant who made voluntary after-tax
contributions to the Prior Plan prior to April 1, 1970 and has not withdrawn
such contributions.

"Contributory Benefit" is defined in Section 5.3, and shall equal the amounts
set out in Exhibit B.

"Deferred Vested Termination Benefit" is defined in Section 5.9.

"Deferred Vested Termination Date" means:

         (a)      the first day of the month coincident with or next following
                  the date that a Participant terminates active employment. A
                  Vested Terminated Date will always precede any date that
                  might have been the Participant's Retirement Date.

                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       4

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         (b)      Generally, a Deferred Vested Termination Date will arise only
                  with respect to a Participant whose Vested Percentage is more
                  than 0%. However, a Contributing Participant who retains a
                  Contributory Benefit may incur a Deferred Vested Termination
                  Date even if he has no Vested Percentage.

         (c)      A Deferred Vested Termination Date will be the date as of
                  which a Participant's Deferred Vested Termination Benefit
                  is calculated, under Article V.

         (d)      A Deferred Vested Termination Date is not a "Retirement Date"
                  per se. Accordingly, if any benefit under any welfare plan is
                  dependent upon "retirement," then such a benefit may not be
                  available to a Participant who terminates employment as of
                  his Deferred Vested Termination Date.

"Early Commencement Factor" is defined in Section 5.8.

"Early Retirement Benefit" is defined in Section 5.8.

"Early Retirement Date" means the first day of the month (a) coincident with or
next following the date a Participant retires under the terms of the Plan, (b)
on or after his 55th birthday and completion of ten years of Eligibility
Service, and (c) prior to his Normal Retirement Date. For purposes of this
definition only, Accrual Service includes any period during which the Employee
was an active participant of (1) a qualified defined benefit plan sponsored by
an Affiliate (provided that such a plan was in effect and sponsored by the
Affiliate during the relevant period) or (2) the Prior Plan.

"Earnings" for any Plan Year shall mean:

         (a)      the total cash remuneration actually paid by the Employer,
                  including regular earnings; commissions; overtime pay;
                  bonuses; incentive compensation; fringe benefits; elective
                  employee deferrals or contributions made under any qualified
                  retirement plan; and Code Section 125 elective, payroll
                  deduction contributions.

         (b)      Any compensation that is accrued but not paid during the
                  relevant Plan Year shall not be accounted. The following
                  items shall also be excluded: distributions from any employer
                  qualified retirement or welfare plan; the disposition or
                  granting of stock options; imputed income from life
                  insurance; employer contributions made to any welfare plan,
                  or to any qualified retirement plan; any reimbursed

                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       5

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                  expenses such as relocation expenses; all severance pay;
                  and lump sum vacation allowances.

         (c)      In addition to other applicable limits set out in this Plan,
                  and notwithstanding any contrary Plan provisions, Earnings
                  accounted under this Plan shall be capped at $150,000
                  (adjusted for cost of living, as provided by Code Section
                  401(a)(17)).

                           (1)      If a cost of living adjustment is declared
                                    under the Code with respect to any calendar
                                    year, it shall affect the Earnings
                                    accounted for the Plan Year that begins on
                                    the January 1st of that same calendar year.

                           (2)      Generally, if Earnings paid for any prior
                                    Plan Year are taken into account in
                                    determining benefit accruals for the
                                    current Plan Year, then the Earnings limit
                                    for the prior year will be subject to the
                                    Code Section 401(a)(17) limit applicable
                                    (adjusted for the cost of living) for that
                                    prior year.

                           (3)      If a Participant is not actively employed
                                    for a full Plan Year, then his credited
                                    Earnings under Code Section 401(a)(17)
                                    shall not be reduced, prorated, or limited
                                    because of his incomplete year of service.

                           (4)      However, if this Plan should be amended to
                                    base its benefit allocation or accrual
                                    formula on compensation paid for a period
                                    of less than a Plan Year, then Earnings
                                    taken into account under this Plan shall be
                                    prorated, to correspond to the period of
                                    time used in the Plan formula. For example,
                                    if the Plan formula is based on
                                    compensation paid each quarter, then the
                                    401(a)(17) limit for that Plan Year shall
                                    be divided by four, when applying the Plan
                                    benefit formula.

         (d)      To the extent that any Participant's Earnings exceeded
                  $150,000 prior to January 1, 1994, Section 5.4 shall apply to
                  his accrued Plan benefit.

"Effective Date" of this Plan means April 30, 1997. Unless specified within the
Plan, all Plan provisions are effective as of the Effective Date. However, the
terms of the Prior Plan, or any earlier restatement of this Plan, shall apply
with respect to periods before the Effective Date.


                                               L-3 Communications Corporation
                                                                  Pension Plan

                                       6

<PAGE>



"Election Period" refers to a period during which certain elections must be
made concerning the form of benefit paid under the Plan. It is described in
Section 6.4.

"Eligibility Service" is defined in Section 3.3.

"Eligible Spouse" means:

         (a)      A participant's legally married spouse. Further, with respect
                  to a spouse's eligibility to receive a QPSA benefit, an
                  Eligible Spouse must have been married to the Participant for
                  at least 12 continuous months before the Participant's date
                  of death.

         (b)      Whether or not an individual is an Eligible Spouse shall in
                  all events be determined under Treasury Regulation
                  Section 1.401(a)-20.

"Employee" shall mean:

         (a)      any common-law employee in the service of the Employer,

         (b)      Employees shall, as prescribed by the Code, also include
                  employees of Affiliates, for the limited purposes of
                  determining eligibility to participate, and vesting.

         (c)      Leased employees as described by Code Section 414(n), shall
                  be considered Employees for the sole purpose of Code Section
                  414(n)(3).

         Notwithstanding, the preceding provisions, the following shall not be
         an Employee:

         (d)      any person whose terms of employment is subject to a
                  collective bargaining agreement, to which the Company is a
                  party, unless the agreement specifically provides for the
                  person's participation in this Plan,

         (e)      any common-law employee of an Employer or Affiliate who is
                  employed at a site, unit, or subsidiary whose employees,
                  under Employer or Affiliate policy, are not eligible to
                  participate in a qualified defined benefit.

"Employer" means the New York Corporate office of the Company and the L-3
Communications Corporation - Display Systems Division currently located in
Alpharetta, Georgia.

                                               L-3 Communications Corporation
                                                                 Pension Plan
                                       7

<PAGE>



"Employment Date" means the first day of employment with an Employer or Prior
Employer, as determined by the Employer's procedures, and within its
discretion.

"ERISA" means the Employee Retirement Income Security Act of 1974, as enacted
or as amended from time to time, and all appropriate regulations and
administrative guidance.

"Forfeitures" are defined in Section 4.3.

"Former Participant"

         (a)      Means an individual who has ceased to be a Participant for
                  any of the reasons set out in Section 3.1, and a former
                  participant in the Prior Plan if the Prior Plan transferred
                  to this Plan assets attributable to his accrued benefit under
                  the Prior Plan.

         (b)      A Former Participant is ineligible to accrue further benefits
                  under the Plan, because he is no longer an active
                  Participant.

"Highly Compensated Employee" means any Employee or former Employee who is a
highly compensated employee as defined in Code Section 414(q).

"Hour of Service" means any hour for which an Employee is paid or is entitled
to payment, for the performance of duties for the Employer or Prior Employer.

"Late Retirement Benefit" is defined in Section 5.7.

"Late Retirement Date" means the first day of the month coincident with or next
following the date on which a Participant retires, under the terms of the Plan,
after his Normal Retirement Date.

"Minimum Basic Benefit" is defined in Section 5.5.

"Monthly Accrued Benefit" is defined in Section 5.3.

"Normal Retirement Benefit" is defined in Section 5.6.

"Normal Retirement Date" means the first day of the month coincident with or
next following the later of (i) a Participant's 65th birthday, or (ii) the date
a Participant completes five years of Eligibility Service.

"Participant" means any Employee who is participating in the Plan, under the
terms of the Plan, after meeting the eligibility requirements of Article III.


                                                 L-3 Communications Corporation
                                                                   Pension Plan

                                       8

<PAGE>



"Period of Severance" is defined in Section 3.3.

"Plan" means the L-3 Communications Corporation Pension Plan, as amended from
time to time, which includes EXHIBITS A and B which are attached, as well as
the Trust Agreement.

"Plan Year" means the calendar year, except that the first Plan Year shall be
the period beginning on April 30, 1997 and ending on December 31, 1997.

"Prior Employer" means Lockheed Martin Corporation prior to April 30, 1997, and
Loral Corporation.

"Prior Plan" means the Lockheed Martin Tactical Systems Inc. Pension Plan
(Corp. & LMDS), as in effect from time to time prior to the Effective Date, and
the predecessors to that plan, which are the Loral Corporation Pension Plan,
established effective April 1, 1970, and restated effective January 1, 1976,
January 1, 1984, January 1, 1989 and restated, reflecting amendments made
through December 20, 1994, effective January 1, 1989. It was preceded by the
Retirement Plan for Non-Union Employees of Loral Corporation established
effective January 1, 1963.

"Proper Application" is defined in Section 6.1.

"QDRO" is an abbreviation for "qualified domestic relations order," defined in
Section 11.7.

"QJSA" or "Qualified Joint and Survivor Annuity" means an annuity for the life
of a Participant with a survivor annuity for the life of his Eligible Spouse,
if there is an Eligible Spouse as of his Annuity Starting Date. The amount of
the survivor annuity shall be 50% of the amount payable during the lifetime of
the Participant. The QJSA shall be calculated to be the Actuarial Equivalent of
a single life annuity for the life of the Participant, as of his Normal
Retirement Date. In all events, a QJSA shall be as defined by Treasury
Regulation Section 1.401(a)-20.

"QPSA" or "Qualified Pre-Retirement Survivor Annuity" means an annuity for the
life of an Eligible Spouse who survives a Participant, under the circumstances
and in the amount described in Section 6.8. In all events a QPSA shall be
defined by Treasury Regulation Section 1.401(a)-20.

"Retirement Date" means a Participant's Normal, Early or Late Retirement Date,
whichever is applicable. A Vested Terminated Participant shall not have a
Retirement Date, per se. Accordingly, if any benefit under any welfare plan is
conditioned upon "retirement," then such a benefit may not be available to a
Vested Terminated Participant.

                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       9

<PAGE>




"Service"

         (a)      Different Meanings. Service under the Plan has different
                  meanings for different purposes. The Plan accounts three
                  different types of Service: Eligibility Service, Accrual
                  Service, and Vesting Service. The definition of "Service" set
                  out in this Article I applies to all of these different types
                  of Service.

         (b)      General Rule. Service shall generally mean the period for
                  which the Employee is paid or is entitled to payment
                  (including any back pay, irrespective of mitigation of
                  damages), subject to the rules and restrictions of Article
                  III, for the performance of duties for the Employer. For the
                  purposes of calculating Eligibility Service and Vesting
                  Service, "Service" shall also include Service performed for
                  an Affiliate or service credited under a Prior Plan. However,
                  with respect to crediting Service during any period during
                  which the Prior Plan was in effect, then the provisions of
                  the Prior Plan shall control. Service shall never be
                  double-credited.

         (c)      Military Service

                           (1)      An employee or Participant shall be
                                    credited with Service for any period of
                                    military service to the extent required by
                                    any Federal veteran reemployment laws.

                           (2)      Notwithstanding the foregoing, if a
                                    Participant who leaves employment with the
                                    Employer for the sole purpose of entering
                                    the armed forces of the United States
                                    returns to active employment with the
                                    Employer within the period his
                                    re-employment rights are protected by
                                    applicable law, his Service shall include
                                    the period of such absence and solely for
                                    the purpose of the Plan during such period
                                    he shall be deemed to have received
                                    Earnings from the Employer equal to his
                                    basic remuneration rate immediately prior
                                    to the commencement of such absence
                                    (subject to escalation to the extent
                                    required under applicable laws and
                                    regulations).

"Severance From Service Date" is defined in Section 3.3.

"Social Security Wage Base" means, for any Plan Year, the maximum amount of a
Participant's annual remuneration which may be treated as wages under Section

                                                L-3 Communications Corporation
                                                                  Pension Plan

                                       10

<PAGE>



3121(a) of the Federal Insurance Contributions Act for such year, indexed to
the extent required by Code Section 401(l).

"Trust Agreement" The agreement between the Company and Trustee concerning the
assets of this Plan. The Trust Agreement is fully a part of the Plan.

"Trust" or Trust Fund" means the fund held by the Trustee into which
contributions under the Plan will be paid by the Employer and Employees and out
of which benefits under the Plan will be paid as herein provided.

"Trustee" means the trustee appointed under the Trust Agreement.

"Vested Participant" means a Participant who terminates employment with the
Employer on a Deferred Vested Termination Date.

"Vested Percentage" is defined in Section 4.1.

"Vesting Service" is defined in Section 3.6.

                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       11

<PAGE>



                           ARTICLE II. ADMINISTRATION

2.1      Committee's Discretionary Power to Interpret and Administer the Plan

         (a)      Appointment. The Committee shall be appointed from time to
                  time by the Board to serve at its pleasure. Any member of the
                  Committee may resign by delivering his written resignation to
                  the Board.

         (b)      Role under ERISA. The Committee is the "named fiduciary" for
                  operation and administration of the Plan, and the
                  "administrator" under ERISA. The Committee is designated as
                  agent for service of legal process.

         (c)      Committee establishes Plan procedures. The Committee and its
                  delegates shall from time to time establish rules and
                  procedures for the administration and interpretation of the
                  Plan and the transaction of its business.

         (d)      Role of Human Resource and Benefits Personnel. Employees of
                  the Employer who are human resources personnel, or benefits
                  representatives are the Committee's delegates and shall,
                  under the authority of the Committee, perform the routine
                  administration of the Plan, such as distributing and
                  collecting forms and providing information about Plan
                  procedures. They shall also establish Plan rules and
                  procedures.

         (e)      Discretionary Power to Interpret Plan

                  (1)      The Committee has complete discretionary and final
                           authority to (i) determine all questions concerning
                           eligibility, elections, contributions, and benefits
                           under the Plan, (ii) construe all terms under the
                           Plan, including any uncertain terms, and (iii)
                           determine all questions concerning Plan
                           administration. All administrative decisions made by
                           the Committee, and all its interpretations of the
                           Plan documents, shall be given full deference by any
                           court of law.

                  (2)      Information that concerns an interpretation of the
                           Plan or a discretionary determination, can be
                           properly provided only by the Committee, and not by
                           any delegate (except legal counsel).

                  (3)      Should any individual receive oral or written
                           information concerning the Plan, which is
                           contradicted by a subsequent

                                                L-3 Communications Corporation
                                                                  Pension Plan

                                       12

<PAGE>



                           determination by the Committee, then the Committee's
                           final determination shall control.

2.2      Rules of the Committee

         (a)      Any act which the Plan authorizes or requires the Committee
                  to do may be done by a majority of its members. The action of
                  such majority, shall constitute the action of the Committee
                  and shall have the same effect for all purposes as if made by
                  all members of the Committee at the time in office. The
                  Committee may act without any writing that records its
                  decisions, and need not document its meetings or
                  teleconferences. The Committee may also act through any
                  authorized representative.

         (b)      The members of the Committee may authorize one or more of
                  their number to execute or deliver any instrument, make any
                  payment or perform any other act which the Plan authorizes or
                  requires the Committee to do.

         (c)      The Committee may employ counsel and other agents and may
                  procure such clerical, accounting, actuarial and other
                  services as they may require in carrying out the provisions
                  of the Plan. Legal counsel are authorized as the Committee's
                  delegates.

         (d)      No member of the Committee shall receive any compensation for
                  his services as such. All expenses of administering the Plan,
                  including, but not limited to, fees of accountants, counsel
                  and actuaries shall be paid from the Trust Fund, except to
                  the extent paid by an Company.

         (e)      Each member of the Committee may delegate Committee
                  responsibilities among the Company directors, officers, or
                  employees, and may consult with or hire outside experts. The
                  expenses of such experts shall be paid by the Trust Fund, to
                  the extent that they are not paid by an Company.

2.3      Claims Procedure

         (a)      The Committee shall determine Participants and Beneficiaries'
                  rights to benefits under the Plan. In the event that a
                  Participant or Beneficiary disputes an initial determination
                  made by the Committee, then he may dispute the determination
                  only by filing a written claim for benefits.

                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       13

<PAGE>



         (b)      If a claim is wholly or partially denied, the Committee shall
                  provide the claimant with a notice of denial, written in a
                  manner calculated to be understood by the claimant and
                  setting forth:

                  (1)      The specific reasons for such denial;

                  (2)      Specific references to the pertinent Plan
                           provisions on which the denial is based;

                  (3)      A description of any additional material or
                           information necessary for the claimant to perfect
                           the claim with an explanation of why such material
                           or information is necessary (if applicable); and

                  (4)      Appropriate information as to the steps to be taken
                           if the claimant wishes the Committee to revise its
                           initial denial. The notice of denial shall be given
                           within a reasonable time period but no later than 90
                           days after the claim is received, unless special
                           circumstances require an extension of time for
                           processing the claim. If such extension is required,
                           written notice shall be furnished to the claimant
                           within 90 days of the date the claim was received
                           stating that an extension of time and the date by
                           which a decision on the claim can be expected, which
                           shall be no more than 180 days from the date the
                           claim was filed.

                  (5)      If no written notice of denial is provided by the
                           Committee, then the claim shall be deemed to be
                           denied, and the claimant may appeal the claim as
                           though the claim had been denied.

         (c)      The claimant and/or his representative may appeal the
                  denied claim and may:

                  (1)      Request a review by making a written request to the
                           Committee provided that such a request is made
                           within 60 days of the date of the notification of
                           the denied claim;

                  (2)      Review pertinent documents.

         (d)      Upon receipt of a request for review, the Committee shall
                  within a reasonable time period but not later than 60 days
                  after receiving the request, provide written notification of
                  its decision to the claimant stating the specific reasons and
                  referencing specific plan provisions on which its decision is
                  based, unless special circumstances require an

                                                 L-3 Communications Corporation
                                                                   Pension Plan

                                       14

<PAGE>



                  extension for processing the review. If such an extension is
                  required, the Committee shall notify the claimant of the
                  date, no later than 120 days after the original date the
                  request for review was received, on which the Committee will
                  notify the claimant of its decision.

         (e)      In the event of any dispute over benefits under this Plan,
                  all remedies available to the disputing individual under this
                  Article must be exhausted, within the specified deadlines,
                  before legal recourse of any type is sought.

2.4      QDRO Claim

         Claims relating to or affected by a domestic relations order (as
defined by Code Section 414(p)) or draft order shall be determined under the
Committee's procedures concerning domestic relations orders. The claims
procedure described in the preceding section shall not apply to any such
domestic relations order claim.

2.5      Indemnification of Committee Members

         To the fullest extent permitted by law, the Company agrees to
indemnify, to defend, and hold harmless the members of the Committee and its
delegates, individually and collectively, against any liability whatsoever for
any action taken or omitted by them in good faith in connection with this Plan
or their duties hereunder and for any expenses or losses for which they may
become liable as a result of any such actions or non-actions unless resultant
from their own willful misconduct; and the Company will purchase insurance for
the Committee and its delegates to cover any of their potential liabilities
with regard to the Plan and Trust.

2.6      Power to Execute Plan and Other Documents

         Any appointed Vice President of the Company shall have the authority
to execute governmental filings or other documents including the plan document
relating to the Plan, or the Company may delegate this authority to another
officer or employee of the Company.

2.7      Conclusiveness of Records

         In administering the Plan, the Committee may conclusively rely upon
the Employer's payroll and personnel records maintained in the ordinary course
of business.


                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       15

<PAGE>



             ARTICLE III. ELIGIBILITY AND HOW TO CALCULATE SERVICE

3.1      When Participation Starts and Ends

         (a)      Participants in Prior Plan. Each Employee who was a
                  Participant in the Prior Plan immediately before the
                  Effective Date shall be a Participant in this Plan on the
                  Effective Date, provided he is an Employee on the Effective
                  Date.

         (b)      General Rule of Participation. Each Employee, other than an
                  Employee described in subsection (a) shall become a
                  Participant on the first day of the month coincident with or
                  next following the later of (1) the completion of one year of
                  Eligibility Service or (2) his 21st birthday.

         (c)      End of participation. A Participant ceases to be a
                  Participant when he terminates his employment (as determined
                  within the sole discretion of the Employer), dies, ceases to
                  be an Employee, incurs a Severance from Service Date, or
                  loses his eligibility to participate under the following
                  Section. Any Participant who ceases to be a Participant
                  becomes a Former Participant.

         (d)      Becoming an Employee through change in status. Should any
                  individual who was a common-law employee of the Employer or
                  an Affiliate but not an Employee under the terms of this
                  Plan, subsequently become an Employee, then he shall be
                  eligible to become a Participant as set out in Subsection
                  3.1(b). For the purposes of the preceding sentence only, his
                  prior period of employment shall be credited as "Service,"
                  under the rules of Articles I and III.

         (e)      Re-entry into the Plan. Similarly, a Former Participant who
                  again becomes an Employee of the Employer shall be eligible
                  to become a Participant, subject to the Rule of Parity
                  provisions of Section 3.4, as of the first day of the month
                  coincident with or next following the date he again becomes
                  an eligible Employee under this Article. However, a Former
                  Participant who is fully vested in his Plan benefit who again
                  becomes an Employee of the Employer shall again become a
                  Participant as of his new Employment Date.

         (f)      Plan benefit of Former Participants.

                  (1)      With respect to any individual who becomes a Former
                           Participant because of any provision of this
                           Article, his Monthly Accrued Benefit, under the Plan
                           up to the date he became a

                                                 L-3 Communications Corporation
                                                                   Pension Plan
                                       16

<PAGE>



                           Former Participant, shall be suspended. This benefit
                           shall not be increased through any further accruals
                           while he continues as a Former Participant.

3.2      General Restrictions on Participation

                  Notwithstanding the provisions of Section 3.1:

         (a)      Individuals may be Participants only during those periods
                  that they are eligible Employees, under this Article and
                  Article I.

         (b)      Further, an eligible Employee will be able to actively
                  participate in this Plan only during those periods during
                  which he is (1) in service with the Employer (rather than
                  with any Affiliate), and (2) the Plan is in effect.

         (c)      Leased employees, as described in Code Section 414(n), are
                  not eligible to be Participants.

3.3      How to Calculate Eligibility Service

         (a)      General Rule. Eligibility Service shall be credited only for
                  the purpose of determining an Employee's eligibility to
                  participate in the Plan, unless another use is specifically
                  expressed in this Plan (such as determining a Participant's
                  Normal Retirement Date.) As used in this Section, "Service"
                  shall mean "Eligibility Service," and shall also reflect the
                  definition set out in Article I, and the Rule of Parity set
                  out in the next Section.

         (b)      Fractional Periods. Subject to the Rule of Parity, stated in
                  the next Section, fractional periods of a year of Service
                  will be credited only if they include completed months.

         (c)      Service. Service begins on the date of hire, or the first day
                  of reemployment with the Employer or an Affiliate. Service
                  includes periods of lay-off, vacation, or an Employer or
                  Affiliate-approved leave of absence, provided that such
                  periods of vacation, lay-off or leave do not exceed 12
                  consecutive months. (Should such periods of vacation, lay-off
                  or leave occur simultaneously or consecutively, they shall be
                  aggregated in determining the maximum period of 12 months of
                  credited Service.) If a period of vacation, lay-off, and/or
                  leave exceeds 12 continuous months, then the portion that is
                  more than 12 months shall not be credited as Service.

                                             L-3 Communications Corporation
                                                               Pension Plan

                                       17

<PAGE>



         (d)      Severance From Service. Service will not be credited on or
                  after any Severance from Service Date. As of a Severance from
                  Service Date, the Participant becomes a Former Participant. A
                  Severance from Service Date is the date of any quit,
                  retirement, death, or termination of employment, as
                  determined within the sole discretion of the Employer or
                  Affiliate. A Severance from Service Date also occurs if an
                  Employee completes a Break in Service (described in the next
                  paragraph). If an Employee has incurred two possible
                  Severance from Service Dates, then the earlier date shall
                  control. However, notwithstanding the preceding provisions,
                  if an Employee quits, retires, or terminates, and returns to
                  active employment within 12 months of his initial Severance
                  from Service Date (without incurring a Break in Service),
                  then his entire Period of Severance will be credited as
                  Eligibility and Vesting Service, although not as Accrual
                  Service.

         (e)      Break in Service. A Break in Service occurs when a Period of
                  Severance continues for twelve or more consecutive months,
                  during which the individual does not perform an hour of
                  Service.

         (f)      Period of Severance. A Period of Severance is any continuous
                  period, during which the individual has had a separation from
                  active employment with the Employer or any Affiliate, on
                  account of lay-off, Employer or Affiliate-approved leave,
                  vacation, retirement, quit, discharge, any other reason, or
                  any combination of the preceding reasons. A Period of
                  Severance dates from the first date of absence.

         (g)      Quit, Retirement, Death or Termination. If a quit,
                  retirement, death, or termination occurs following an absence
                  for any other reason (such as leave or lay-off), but before a
                  Break in Service has occurred, then a Severance from Service
                  Date will occur as of the quit, retirement, death or
                  termination. However, in this situation, if the former
                  Employee returns to active employment within twelve months of
                  his initial date of absence, so that a Break in Service has
                  not occurred, then his entire Period of Severance shall be
                  credited as Eligibility and Vesting Service. However, a
                  Period of Severance following a quit, retirement or
                  termination, shall not be treated as Accrual Service.

         (h)      Approved Leave. A special rule applies to an Employer or
                  Affiliate- approved leave on account of maternity or
                  paternity, meaning on account of pregnancy, the birth of a
                  child, the placement of a child in connection with an
                  adoption, or the caring for such a child immediately
                  following the birth or placement. Any period of Employer or
                  Affiliate-approved leave on account of maternity or paternity
                  shall be credited as Service, through the first anniversary
                  of the first date of

                                                L-3 Communications Corporation
                                                                   Pension Plan

                                       18

<PAGE>



                  such an absence. Any one-year period of such an
                  Employer-approved leave that continues past the first
                  anniversary, that is, the second year of any such leave,
                  shall not be credited as Service, nor shall it count as any
                  Period of Severance. A Break in Service on account of such
                  leave therefore shall not occur until the end of the second
                  year of such a leave.

         (i)      Crediting Service. Subject to the Rule of Parity, no Service
                  that preceded a Break in Service shall be credited until the
                  Employee has completed 12 continuous months of Service,
                  following the Break.

3.4      Rule of Parity - Disregarding Prior Service

         (a)      Definition of Service. As used in this Section, "Service"
                  shall mean Eligibility, Vesting and Accrual Service, and
                  shall also reflect the definition set out in Article I.

         (b)      General Rule. Should an Employee who is not fully vested in
                  all his accrued Plan benefits incur a Break in Service, then
                  the following rules will apply, once he resumes active
                  service and again becomes an Employee. The Service earned
                  before the Break in Service shall be disregarded, only if the
                  number of his consecutive one-year Breaks in Service either
                  equals or exceeds (1) five years or (2) his pre-Break
                  Service, whichever is greater.

         (c)      Lost Service. If a Former Participant or Employee has lost
                  Service under the preceding paragraph, then such an
                  individual will be treated as a newly hired Employee, fully
                  subject to the requirements of this Article.

3.5      How to Calculate Accrual Service

         (a)      Purpose of Accrual Service.  Accrual Service shall be
                  accounted only for the following purposes:

                  (1)      determining the amount of a Participant's Monthly
                           Accrued Benefit under Section 5.3

                  (2)      determining whether a Participant who is eligible
                           for a Deferred Vested Termination Benefit may
                           receive such a benefit before his Normal Retirement
                           Date under Article VI.

                                                 L-3 Communications Corporation
                                                                   Pension Plan

                                       19

<PAGE>



         (b)      Definition of Accrual Service.

                  (1)      Accrual Service includes only the portion of an
                           individual's Eligibility Service performed while he
                           was a Participant in this Plan or the Prior Plan.

                  (2)      Accrual Service shall not include any period during
                           which the individual waived participation in the
                           Prior Plan, prior to January 1, 1982.

                  (3)      Accrual Service shall also reflect the definition
                           of "Service" in Article I.

3.6      How to Calculate Vesting Service

         (a)      Purpose of Vesting Service. Vesting Service shall be
                  accounted only for the purpose of determining whether a
                  Participant is vested in his Plan benefit, under Article IV.

         (b)      General Definition of Vesting Service. Except as set out in
                  the next subsection, Vesting Service shall include all
                  Eligibility Service accounted under this Plan. Vesting
                  Service shall also reflect the definition of "Service" in
                  Article I.

         (c)      Exceptions.  Notwithstanding the general rule of the
                  preceding paragraph, Vesting Service shall be calculated as
                  follows:

                  (1)      In the case of a Participant who was an Employee of
                           Loral & Communication Ltd, his Vesting Service shall
                           be measured from the later of his Employment Date or
                           January 1, 1963.

                  (2)      In the case of a Participant who was an Employee of
                           Lermer Packaging Corporation, his Vesting Service
                           shall be measured from the later of his Employment
                           Date or April 1, 1970.

                  (3)      In the case of a Participant who is not described in
                           paragraphs (1) or (2), above, his Vesting Service
                           shall be measured from the later of his Employment
                           Date or the date the Plan or Prior Plan was adopted,
                           or such earlier date as shall be determined by the
                           Board on a uniform and non-discriminatory basis.


                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       20

<PAGE>



                      ARTICLE IV. VESTING AND FORFEITURES


4.1      Vesting

         (a)      Full vesting at Normal Retirement Date. Upon attainment of
                  his Normal Retirement Date, (while in active Service) a
                  Participant's rights in his Basic Benefit shall be
                  non-forfeitable.

         (b)      Full Vesting in Contributory Benefit.

                  (1)      A Contributing Participant's rights in his
                           Contributory Benefit shall be non-forfeitable at all
                           times, provided his employee contributions to the
                           Prior Plan were not withdrawn under Section 7.1.

                  (2)      However, if the Contributing Participant's accrued
                           benefit attributable to his employee contributions
                           (as determined in Code Section 411(c)(2)) is less
                           than his Contributory Benefit, then, his
                           Contributory Benefit shall be reduced but not
                           eliminated by any withdrawal under Section 7.1,
                           under Plan procedures.

         (c)      General Vesting Schedule

                  (1)      A Participant's nonforfeitable interest in his Basic
                           Benefit is his Vested Percentage. A Participant's
                           Vested Percentage is based on his completed years of
                           Vesting Service, as of his Separation from Service
                           Date. The general vesting schedule is:

                           Completed Years of
                           Vesting Service                    Vested Percentage
                           ---------------                    -----------------
                                 Less than 5                         0%
                                 5 or more                         100%

                  (2)      For Employees who terminated employment prior to
                           January 1, 1989, the gradual vesting schedule in
                           effect under the Prior Plan at the date of their
                           termination shall control.

4.2      Changes in Vesting Schedule

         If the Individual Plan's vesting schedule is amended or if the Plan is
determined to be top-heavy, then any Participant with (a) at least one hour of

                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       21

<PAGE>



Service during the Plan Year for which the change is made and (b) three years
of Service with the Employer may within 60 days after receiving written notice
of such amendment (or such later date prescribed by regulations under Code
Section 411), make a Proper Application to have his Vested Percentage computed
under the Plan's prior vesting provisions.

4.3      Forfeitures

         Forfeitures shall arise if any Participant whose Vested Percentage is
not 100% incurs a Severance from Service Date. Such unvested accrued Plan
benefits shall then be forfeited, and these Forfeitures shall be applied to
reduce future Employer contributions and to pay Plan expenses. Forfeitures
shall not be used to increase Plan benefits.

4.4      Restoring Forfeitures

         If a Participant's nonvested interest in his accrued Plan benefit is
forfeited, and the-Participant subsequently resumes employment with the
Employer or an Affiliate, then the forfeited amount shall be restored to him to
the extent that his pre-Break Service is recognized, under Sections 3.3 and
3.4.

                                              L-3 Communications Corporation
                                                                Pension Plan
                                       22

<PAGE>



                    ARTICLE V. AMOUNT OF RETIREMENT BENEFIT

5.1      General Rules for Calculating Amount of Plan Benefits

         (a)      Only Service with Employer will be accounted for accrued
                  benefit. Notwithstanding any other contrary provision of this
                  Article or the Plan, only Accrual Service performed (1) with
                  the Employer (rather than with any Affiliate), (2) while the
                  Employee is actively participating in the Plan or the Prior
                  Plan, and (3) while the Plan or the Prior Plan is in effect,
                  will be credited for the purpose of determining a
                  Participant's accrued benefit under the Plan.

         (b)      Must be vested.  A Participant shall be paid only those
                  accrued Plan benefits in which he is vested.

         (c)      This Article limited by Article X.  The provisions of this
                  Article shall be subject to the limitations of Article X.

         (d)      All terms of this Article apply.  Any Plan benefit
                  calculation shall be subject to all the terms of this
                  Article, and the Plan.

5.2      The Different Plan Benefits

         A Participant's Monthly Accrued Benefit shall be paid as one of the
following:

         (a)
                  Normal Retirement Benefit. A Participant will be eligible to
                  receive his Normal Retirement Benefit ff he retires under the
                  Plan as of his Normal Retirement Date.

         (b)      Late Retirement Benefit. A Participant will be eligible to
                  receive his Late Retirement Benefit if he retires under the
                  Plan as of his Late Retirement Date (and continues to accrue
                  Accrual Service after his Normal Retirement Date).

         (c)      Early Retirement Benefit. A Participant will be eligible to
                  receive his Early Retirement Benefit if he retires under the
                  Plan as of his Early Retirement Date.

         (d)      Deferred Vested Termination Benefit.  A Participant will be
                  eligible to receive his Deferred Vested Termination Benefit
                  if he terminates employment under the Plan as of his
                  Deferred Vested Termination Date.


                                                 L-3 Communications Corporation
                                                                   Pension Plan

                                       23

<PAGE>



5.3      Monthly Accrued Benefit

         (a)      Formula for Monthly Accrued Benefit.  Subject to the
                  provisions of this Article, the amount of a Participant's
                  "Monthly Accrued Benefit" shall equal his Basic Benefit and,
                  if he is a Contributing Participant, his Contributory Benefit.

         (b)      Formula for Basic Benefit. The amount of a Participant's
                  "Basic Benefit" under the Plan shall equal 1/12th of the sum
                  of Subsections (c) and (d).

         (c)      Basic Benefit with respect to Accrual Service after 1988. For
                  each Plan Year (and completed months) of Accrual Service on
                  and after January 1, 1989, the sum of (1) and (2).

                  (1)      If such year is prior to the year in which he
                           completes 15 years of Eligibility Service, 1.20% of
                           his Earnings not in excess of the Social Security
                           Wage Base for such year, plus 1.45% of his Earnings
                           for such year in excess of the Social Security Wage
                           Base for such year.

                  (2)      If such year is the year in which he completes 15
                           years of Eligibility Service or any subsequent year,
                           1.50% of his Earnings for such year not in excess of
                           the Social Security Wage Base for such year, plus
                           1.75% of his Earnings for such year in excess of the
                           Social Security Wage Base for such year.

         (d)      Basic Benefit with respect to Accrual Service before 1989.
                  For Accrual Service prior to January 1, 1989, the greater of
                  (1) the sum of (A) and (B), multiplied by (C), or (2).

                  (1)    (A)   0.8% of (C) or (D), whichever is applicable,
                               not in excess of $16,800.

                         (B)   1.2% of (C) or (D), whichever is applicable, in
                               excess of $16,800.

                         (C)   His years (and completed months) of Accrual
                               Service prior to January 1, 1989.

                         (D)   For a Participant who has completed at least
                               five years of Accrual Service as of January 1,
                               1989, his average Earnings for the five Plan
                               Years 1984 through 1988.

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                         (E)   For a Participant who has not completed five
                               years of Accrual Service as of January 1, 1989,
                               his average Earnings for his entire period
                               (years and completed months) of such Accrual
                               Service.

                  (2)    The Basic Benefit under the Prior Plan as in effect
                         immediately prior to January 1, 1989 calculated
                         through December 31, 1988.

         (e)      Formula for Contributory Benefit

                  (1)    A Contributing Participant's "Contributory Benefit"
                         under the Plan shall equal the amount set forth in
                         Exhibit B hereto, provided his contributions to the
                         Prior Plan were not withdrawn. A Participant's
                         Contributory Benefit is based on the Accumulated
                         Contributions he had made under the Prior Plan.

                  (2)    However, if a Participant has withdrawn his
                         Contributory Benefit under Section 7.1 and the amount
                         of a Participant's accrued benefit attributable to his
                         employee contributions (as determined by Code Section
                         411(c)(2)) is less than his Contributory Benefit, then
                         his Contributory Benefit shall be reduced but not
                         eliminated by the withdrawal, under Plan procedures.

         (f)      Formula for Participants covered by Prior Plan.
                  Notwithstanding the preceding provisions of this Section, for
                  a Participant who was participating in the Prior Plan
                  immediately prior to January 1, 1989, his Basic Benefit shall
                  not be less than (1) his Basic Benefit under the Prior Plan
                  as in effect immediately prior to January 1, 1989, calculated
                  as of December 31, 1988 for any Participant who is a
                  Highly-Compensated Employee, or (2) his Basic Benefit under
                  the Prior Plan as in effect immediately prior to January, 1
                  1989 calculated as of December 31, 1989 or the date of his
                  separation from service with the Prior Employer, if earlier,
                  for any Participant who is not highly compensated.

5.4      Special Section 401(a)(17) Provision Regarding Plan Benefits

         (a)      Application. This Section shall apply only to those
                  Participants whose current accrued Plan benefit as of or
                  after January 1, 1994 is based on Earnings (1) incurred
                  during at any time prior to January 1, 1994, (2) in excess of
                  $150,000.


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         (b)      Calculation of accrued Plan benefit. Unless otherwise
                  provided under the Plan, each such Participant's accrued Plan
                  benefit shall be the greater of (1) or (2):

                  (1)    the Participant's accrued Plan benefit determined
                         under the Plan, as amended effective on or after
                         January 1, 1994, as applied with respect to his total
                         Accrual Service performed as of such a date, or

                  (2)    The sum of:

                         (A)   the Participants's accrued Plan benefit as of
                               December 31, 1993, frozen as provided in Code
                               Regulation Section 1.401(a)(4)-13, and

                         (B)   the Participant's accrued Plan benefit
                               determined under the Plan, as amended effective
                               on or after January 1, 1994, as applied with
                               respect to his Accrual Service performed on or
                               after January 1, 1994.

5.5      Minimum Basic Benefit for Certain Participants

         (a)      1978 Rule Participants. Paragraph (b) of this Section shall
                  apply only to an Employee (i) who was a Participant on and
                  immediately prior to January 1, 1978, and (ii) who (x) had
                  reached his Normal Retirement Date prior to January 1, 1978
                  or (y) remained in the employment of the Employer until his
                  Normal Retirement Date which occurs on or after January 1,
                  1978 ("1978 Rule Participant").

         (b)      Formula for 1978 Minimum Benefit. Notwithstanding the
                  provisions of Section 5.2(b) or the applicable provisions of
                  the Prior Plan as in effect immediately prior to January 1,
                  1978, a 1978 Rule Participant's Minimum Basic Benefit (or for
                  a 1978 Rule Participant who had reached his Normal Retirement
                  Date prior to January 1, 1978, his minimum Plan benefit
                  attributable to Employer contributions) shall equal 1/12th of
                  .75% of his Earnings for the Plan Year preceding his Late
                  Retirement Date (or, if he was compensated for less than ten
                  full months during such year, his Earnings for the last full
                  prior calendar year during which he was compensated, if
                  greater), multiplied by his years (and completed months) of
                  Eligibility Service (not in excess of 20).

         (c)      1984 Rule Participants. Paragraph (d) of this Section shall
                  apply only to an Employee (i) who is a Participant on and
                  immediately prior to





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                                                                   Pension Plan

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                  January 1, 1984, and (ii) who has not reached his Normal
                  Retirement Date on January 1, 1984 and remains in the
                  employment of the Employer until his Normal Retirement Date
                  ("1984 Rule Participant.")

         (d)      Formula for 1984 Minimum Benefit. Notwithstanding the
                  provisions of Section 5.2(b) or the applicable provisions of
                  the Prior Plan as in effect immediately prior to January 1,
                  1984, a 1984 Rule Participant's Minimum Basic Benefit shall
                  equal 1/12th of 0.75% of his Earnings for the Plan Year 1983
                  (or, if he was compensated for less than ten full months
                  during such year, his Earnings for the last full prior
                  calendar year during which he was compensated, if greater),
                  multiplied by his years (and completed months) of Eligibility
                  Service on and after the first day of the month coincident
                  with or next following the later of (i) his 25th birthday or
                  (ii) the first anniversary of his Employment Date, and prior
                  to January 1, 1984.

         (e)      Formula for those who are subject to both 1978 and 1984
                  Rules. For an Employee who is both a 1978 Rule Participant
                  and a 1984 Rule Participant, his Minimum Basic Benefit shall
                  be the amount determined under paragraph (b) or paragraph (d)
                  of this Section, whichever is greater.

5.6      Normal Retirement Benefit.

         The amount of a Participant's Normal Retirement Benefit under the Plan
         shall equal his vested Monthly Accrued Benefit, payable at his Normal
         Retirement Date.

5.7      Late Retirement Benefit.

         (a)      General rule. A Participant's Late Retirement Benefit under
                  the Plan shall generally equal his Monthly Accrued Benefit
                  payable at his Late Retirement Date.

         (b)      Special rule for those who reached age 65 before 1988.

                  (1)    This Subsection applies only to those Participants who
                         reached age 65 before calendar year 1988.

                  (2)    The Late Retirement Benefit of such a Participant
                         shall equal the greater of (i) his Monthly Accrued
                         Benefit at his Late Retirement Date, or (ii) his
                         Monthly Accrued Benefit at his Normal Retirement Date
                         multiplied by his Late Commencement Factor as
                         determined in accordance with the following Subsection
                         (c).

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                  (3)    Further, if the Minimum Basic Benefit rules of Section
                         5.4 are applicable to such a Participant, then clause
                         (ii) of the preceding paragraph shall not apply to his
                         Minimum Basic Benefit (or his minimum Plan benefit).

         (c)      Late Commencement Factors defined

                  (1)    For the purpose of this Section, a Participant's "Late
                         Commencement Factor" means for age 70 and under a
                         factor determined in accordance with the schedule
                         below based on his age at his Annuity Starting Date
                         (with interpolations for actual age).

                               Age                  Late Commencement Factor
                               ---                  ------------------------

                               66                            1.10
                               67                            1.20
                               68                            1.30
                               69                            1.40
                               70                            1.50

                  (2)    Over age 70, "Late Commencement Factor" means a factor
                         equal to the Actuarial Equivalent.

5.8      Early Retirement Benefit

         (a)      Timing affects amount of benefit.

                  (1)    A Participant's Early Retirement Benefit will be
                         affected by the exact date of his Annuity Starting
                         Date.

                  (2)    Generally, the earlier that his Annuity Starting Date
                         precedes his Normal Retirement Date, the lower a
                         Participant's monthly Early Retirement Benefit payment
                         will be.

         (b)      Formula for Early Retirement Benefit.

                  (1)    A Participant's Early Retirement Benefit shall equal
                         his Normal Retirement Benefit at his Early Retirement
                         Date multiplied by his Early Commencement Factor, as
                         defined in this Section.

                  (2)    The "Early Commencement Factor" is a factor equal to
                         (A) minus (B). (A) and (B) shall mean:


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                         (A) 1.

                         (B)   1/180 for each of the first 60 months plus 1/360
                               for each of the next 60 months by which his
                               Annuity Starting Date precedes his Normal
                               Retirement Date.

                  (3)    For the purposes of calculating the "Early
                         Commencement Factor," partial months shall be
                         considered to be whole months.

5.9      Deferred Vested Termination Benefit.

         (a)      If a Participant has any vested accrued benefit, and his
                  Annuity Starting Date is on or after his Normal Retirement
                  Date, the amount of his Deferred Vested Termination Benefit
                  under the Plan shall equal his Monthly Accrued Benefit at his
                  Deferred Vested Termination Date.

         (b)      If a Participant's Vested Percentage is 0%, and his Annuity
                  Starting Date is on or after his Normal Retirement Date, the
                  amount of his Deferred Vested Termination Benefit under the
                  Plan shall equal 100% of his Contributory Benefit at his
                  Deferred Vested Termination Date, if any, or, if greater, his
                  accrued benefit attributable to employee contributions (as
                  determined in Code Section 411(c)(2)).

         (c)      If a Participant's Annuity Starting Date is prior to his
                  Normal Retirement Date, the amount of his Deferred Vested
                  Termination Benefit shall equal the amount determined in
                  paragraph (a) or (b) of this Section, whichever is
                  applicable, multiplied by his Early Commencement Factor as
                  determined in the preceding Section.

         (d)      If any benefit under any welfare plan maintained by the
                  Employer or Affiliate is dependent on "retirement" under this
                  Plan, then the receipt of a Deferred Vested Termination
                  Benefit shall not constitute "retirement."

5.10     Co-ordination with Prior Plan.

         (a)      The monthly amount of any Plan benefit being paid to a Former
                  Participant or any joint annuitant or Beneficiary immediately
                  prior to the Effective Date under the Prior Plan shall
                  continue to be paid to such payee on and after the Effective
                  Date in accordance with the applicable provisions of the
                  Prior Plan.

         (b)      The monthly amount of any Plan benefit which had not
                  commenced as of the Effective Date for any terminated,
                  Vested Former Participant

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                                                               Pension Plan
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                  whose employment with the Employer had terminated prior to
                  the Effective Date, shall be determined under the Prior Plan
                  as in effect on the date of his termination of employment.
                  However, the provisions of Article VI of this Plan shall
                  apply to the payment of such Plan benefits. Further, if the
                  Annuity Starting Date is prior to his Normal Retirement Date,
                  the amount of the payment shall be calculated using the Early
                  Commencement Factor as determined in accordance with this
                  Article of this Plan.

5.11     Effect of Deferred Payment

         If a Participant or Former Participant who was eligible to retire
under this Plan has failed to make a Proper Application for his Plan Benefit,
so that his benefit commencement date falls after the date he terminates
employment, he shall receive, in a lump sum, an amount equal to all payments
that would have been made (but were not made), due to the delay. Similarly, a
retroactive, lump sum payment will be made if the amount of the Plan benefit
cannot be immediately ascertained by the Committee or its delegates, or if the
payee cannot be immediately located. However, there shall be no actuarial
adjustment made, under this Section.

5.12     Effect of Reemployment After Receipt of Plan Benefits

         (a)      Reemployment. If a Former Participant who is receiving a Plan
                  benefit becomes re-employed as an Employee of the Employer or
                  an Affiliate, the payment of his Plan benefits shall
                  immediately cease.

         (b)      Suspension of Benefits. Generally, suspension of benefits
                  under this Section shall occur only if the re-employed
                  Employee shall be working a full-time schedule, as determined
                  by the Employer under ERISA.

         (c)      Offset for Error. Should such a suspension permitted under
                  this Section not take place, through administrative error or
                  any other reason, then the amounts which were paid but which
                  were also suspendable may be offset from future Plan
                  benefits. Offsets may also be taken against any survivor
                  benefits, with respect to the Participant.

         (d)      Proper Notice.  No suspension of benefits under this Section
                  may take place unless proper notice is sent to the
                  individual during the calendar month of the suspension,
                  under ERISA.

         (e)      Recommendation of Benefits.  Plan payments to the individual
                  shall recommence, generally within four months after his
                  period of

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                  reemployment has ended, provided he has made Proper
                  Application (with 90 days advance notice) for their
                  recommencement.

         (f)      Amount of Benefit. Such an individual's ultimate Plan benefit
                  shall be reduced by the Actuarial Equivalent of Plan benefits
                  he has already received, but in no event shall his monthly
                  benefit be reduced below the amount that he was receiving,
                  before his reemployment and suspension of benefits.



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                                                                Pension Plan

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              ARTICLE VI. PAYMENT OF RETIREMENT AND DEATH BENEFITS

6.1      How to Retire

         (a)      General rules. Except as provided in the next Section, no
                  Plan benefit shall be paid unless Proper Application is made
                  to the Committee.

         (b)
                  Eligibility for Benefits. Each Participant or Beneficiary
                  will be eligible to receive a Plan benefit only when:

                  (1)    the Participant is vested in an accrued Plan benefit,
                         under Article IV,

                  (2)    the Participant has terminated his employment with the
                         Employer and all Affiliates, under that employer's
                         procedures, and

                  (3)    the payee has met all the requirements of this
                         Article, particularly those described in the next
                         paragraph.

         (c)      Making "Proper Application" - required forms.

                  (1)    Retirement and death benefits will be paid only after
                         "Proper Application" has been made. For all purposes
                         under this Plan, the term "Proper Application" shall
                         mean making any election, granting any consent, giving
                         any notice or information, and making any
                         communication whatsoever to the Committee or its
                         delegates, in compliance with all Plan procedures, on
                         forms provided by the Committee, and providing all
                         information required by the Committee. A Proper
                         Application will be deemed to have been made only if
                         it is properly completed, as determined by the
                         Committee.

         (d)      Advance notice to Committee necessary. Generally, at least
                  four months advance notice must be made to the Committee, in
                  order to make a Proper Application to elect any particular
                  Annuity Starting Date.

6.2      Timing of Participant's Benefits

         (a)      General rules. Generally, a Participant's Plan benefit will
                  be paid, under this Article, as soon as is feasible (but no
                  less than 30 days) after the Retirement Date or Annuity
                  Starting Date that he has elected, by making a Proper
                  Application.

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         (b)      Consent to distribution. With respect to this Article, making
                  a Proper Application for a Plan distribution shall be
                  considered as giving written consent to such a distribution.

         (c)      Payments made only on the first of the month. All benefits
                  paid under the Plan will be paid only as of the first day of
                  any relevant month. Any Retirement Date or Annuity Starting
                  Date must therefore fall on the first day of a month.

         (d)      Deferred Vested Termination Benefit rules.

                  (1)    Normally, the Annuity Starting Date for any
                         Participant receiving a Deferred Vested Termination
                         Benefit will be his Normal Retirement Date.

                  (2)    However, if a Participant who is eligible to receive a
                         Deferred Vested Termination Benefit has also completed
                         ten years of Accrual Service, then the Participant may
                         make Proper Application (with 60 days advance notice)
                         to elect an Annuity Starting Date with respect to his
                         Deferred Vested Termination Benefit that is:

                         (A) before his Normal Retirement Date, and

                         (B) after his 55th birthday.

         (e)      Final monthly payment. The final monthly payment of any Plan
                  annuity payment shall be made with respect to the month
                  within which the death of the Participant or his Beneficiary
                  (whichever is applicable) occurs.

         (f)      Deferred payments. Any failure to make Proper Application (as
                  determined within the sole discretion of the Committee),
                  shall be deemed to be a Proper Application to defer payment,
                  provided that deferred payment is permitted under this
                  Section.

         (g)      Required payment date of small amounts. If the lump sum
                  Actuarial Equivalent of a Participant's vested Plan benefit
                  equals or is less than $5,000 (or any other figure set by the
                  Code), then a lump sum payment of such an amount shall be
                  made as soon as is feasible on or after his death or
                  termination of employment with the Employer and all
                  Affiliates, subject to this Article. Such a payment shall not
                  be deferred; and payment shall be made even if the
                  Participant or Beneficiary fails to make any Proper
                  Application for payment.

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         (h)      General rules for required payment dates. Unless the
                  Participant elects to defer his benefit payment, Plan
                  benefits will be paid under this Article no later than the
                  60th day after the close of the plan year in which the latest
                  of the following events occurs:

                  (1)    the Participant's Normal Retirement Date

                  (2)    the 10th anniversary of the year in which the
                         Participant commenced participation in the plan

                  (3)    the Participant terminates service with the Employer.

         (i)      Payments following age 70 1/2. Notwithstanding any contrary
                  provision of this Plan, payments to each Participant must
                  begin no later than the April 1st of the calendar year
                  following the calendar year in which he attains age 70 1/2 or
                  separates from service, unless otherwise required by law.
                  With respect to any required minimum distribution prescribed
                  by Code Section 401(a)(9), there shall be no annual
                  recalculation of life expectancies.

         (j)      Payments on Account of Participant's Death

                  (1)    Distribution begun before death. If the distribution
                         of a Participant's benefit has commenced under this
                         Article prior to his death, then the payment of any
                         remaining portion that is payable under this Article
                         shall be paid to the Beneficiary as soon as is
                         practicable. The schedule of such payments shall be at
                         least as rapid as the schedule used at the
                         Participant's death. In this event, there shall be no
                         permitted deferral of payment.

                  (2)    Distribution paid after death to non-spouse
                         Beneficiary. If the Participant dies before
                         distribution under this Article has begun, then the
                         payment under this Article to any non-spouse
                         Beneficiary shall be made:

                         (A)   As soon as is feasible, but no later than five
                               calendar years following the date of death, if
                               the Beneficiary is not the surviving, legally
                               married spouse of the Participant, and the
                               benefit is to be paid in any form except
                               payments over the life or life expectancy of the
                               Beneficiary.

                         (B)   As soon as is feasible, if the benefit is to be
                               paid over the life or life expectancy of a
                               non-spouse Beneficiary, but no later

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                                                               Pension Plan

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                               than by December 31 of the calendar year
                               immediately following the calendar year in which
                               the Participant died.

                  (3)    Distribution paid to Eligible Spouse

                         (A)   Distributions to an Eligible Spouse under a QJSA
                               shall be paid as soon as is feasible.

                         (B)   Distributions paid to an Eligible Spouse under a
                               QPSA shall be paid as provided in Section 6.8.

6.3      Normal Form of Benefits

         (a)      Normal form for married Participant. The normal form of
                  retirement benefit for any married Participant who has an
                  Eligible Spouse on his Annuity Starting Date shall be a
                  Qualified Joint and Survivor Annuity, or a "QJSA."

         (b)      Normal form for unmarried Participant. The normal form of
                  benefit for any Participant who does not have an Eligible
                  Spouse as of his Annuity Starting Date shall be a single life
                  annuity paid for his life.

6.4      Notice and Election Period

         (a)      Notice concerning benefits. The Committee shall distribute to
                  each Participant at least 90 days before his Annuity Starting
                  Date a written explanation of:

                  (1)    the QJSA;

                  (2)    how the Participant may waive the QJSA;

                  (3)    the effect of the Participant's waiver of the QJSA;

                  (4)    the need for the Participant's Eligible Spouse to
                         consent to such a waiver, before the waiver can be
                         effective, and

                  (5)    the Participant's and the spouse's right to revoke
                         their waiver or consent (respectively), during the
                         Election Period (which is described in the next
                         paragraph).

         (b)      Election Period.  For the purposes of this Article, the
                  Election Period shall be the 90 calendar day period
                  preceding any Participant's


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                  Annuity Starting Date.  The last business day preceding the
                  Annuity Starting Date is the last day of the Election Period.

6.5      Waiver and Spousal Consent Necessary for Optional Forms of Benefit

         (a)      General rules. A married Participant may elect an optional
                  form of benefit, in lieu of the normal form of benefit, only
                  if he and his spouse meet all the requirements of this
                  Section.

         (b)      Waiver.

                  (1)    After receiving the notice explaining the normal form
                         of benefit, described in the preceding Section, the
                         married Participant must waive his right to the normal
                         form of benefit, by making a Proper Application
                         concerning his waiver.

                  (2)    The waiver shall specify the optional benefit, and, if
                         applicable, the designated nonspouse Beneficiary (or
                         any single or class of contingent Beneficiaries).

         (c)      Spousal consent.

                  (1)    After the Participant's receipt of notice explaining
                         the normal form of benefit, described in the
                         preceding Section,  the Participant's Eligible Spouse
                         must give written consent to the Participant's waiver
                         of the normal form of benefit, in order for the
                         waiver to be effective. (The Committee's delivery of
                         the explanatory notice to the Participant shall
                         be deemed to also be delivery to the Eligible
                         Spouse.) The Eligible Spouse's written consent shall
                         be made by Proper Application and shall:

                         (A)   express the effect of waiving the normal form
                               of benefit;

                         (B)   be notarized;

                         (C)   consent to the optional form of benefit being
                               selected;

                         (D)   consent to a designated Beneficiary other than
                               herself, if applicable, and

                         (E)   state whether or not the consent is revocable.
                               However, if the consent form is silent as to
                               this issue, then it shall be considered to be
                               revocable, under the terms of this Section.


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                                                                Pension Plan

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                  (2)    If the Participant has designated a Beneficiary other
                         than his spouse, then such a designation shall not be
                         effective unless the spouse gives written consent to
                         the Beneficiary designation, by making Proper
                         Application. This consent must state that the
                         Beneficiary cannot be changed further without further
                         spousal consent, unless the written consent form
                         explicitly states that no such further consent with
                         respect to another change in designated Beneficiary is
                         necessary.

                  (3)    Any waiver of a QJSA or any spousal consent described
                         in this Section shall be binding only upon the
                         individual spouse who gives the consent. It shall not
                         be binding upon any subsequent spouse of the
                         Participant.

         (d)      Deadline for waiver and spousal consent. To be effective, the
                  Participant's waiver of his normal form of benefit and his
                  Eligible Spouse's written consent must be made by Proper
                  Application during the 90 day Election Period.

         (e)      Revocation of waiver and spousal consent. Both the
                  Participant's waiver of the QJSA and his Eligible Spouse's
                  consent to the waiver may be revoked within the Election
                  Period, by making Proper Application. Any such revocation
                  will cause the normal form of benefit to be paid to the
                  Participant, unless another waiver and consent is made by
                  Proper Application, within the Election Period.
                  Notwithstanding the previous provisions of this paragraph, a
                  revocation of the Eligible Spousal consent shall not be
                  permitted if the forms on which the consent were made
                  explicitly disallow such a spousal revocation.

6.6      Optional Forms of Benefit

         (a)      Procedural rules. A Participant may elect an optional form of
                  benefit, rather than the normal form described in Section
                  6.3, if he meets the requirements of the preceding Section,
                  and makes a Proper Application.

         (b)      Value of optional forms. Each optional form of benefit
                  described in this Section shall equal the Actuarial
                  Equivalent of the normal form of benefit that would be paid
                  with respect to the Participant as of his Normal Retirement
                  Date.

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         (c)      Optional forms available.  The optional forms of benefit
                  offered under the Plan are:

                  (1)    Single life annuity.

                  (2)    Joint and survivor annuity, with any person designated
                         by the Participant as his joint annuitant (and
                         Beneficiary) and with the survivor annuity equal to a
                         percentage, not less than 50% and not in excess of
                         100%, designated by the Participant, of the annuity
                         payable for the life of Participant.

                  (3)    Single life annuity with a period certain guarantee of
                         10, 15, or 20 years or, if less, the joint life and
                         last survivor life expectancy of the Participant and
                         his Beneficiary at his Annuity Starting Date. Upon the
                         death of the Participant prior to the expiration of
                         the period certain, monthly payments shall continue to
                         the Beneficiary if the Beneficiary survives the
                         Participant or, if the Beneficiary has predeceased the
                         Participant or if no proper contingent Beneficiary
                         designation is in effect at the Participant's death,
                         the Actuarial Equivalent of the remaining payments
                         shall be paid to the Participant's next Beneficiary in
                         a lump sum. Upon the death of the Participant after
                         expiration of the period certain, no further payments
                         shall be made under this option. Upon the death of the
                         properly designated Beneficiary who survived the
                         Participant prior to expiration of the period certain,
                         the Actuarial Equivalent of the remaining payments
                         shall be paid to the Beneficiary's Beneficiary in a
                         lump sum.

                  (4)    For a Participant whose Annuity Starting Date is prior
                         to the earliest date Social Security old-age benefits
                         are payable, a level- income single life annuity
                         taking into account the estimated amount of Social
                         Security old-age benefits payable commencing at such
                         date.

         (d)      Restrictions as to optional forms.

                  (1)    Notwithstanding the foregoing, no optional form of
                         payment shall provide only for a survivor benefit to
                         the Participant's Beneficiary after his death.

                  (2)    Under any optional form of payment, the present value
                         of the payments to be made to the Participant while
                         living must exceed 50% of the present value of the
                         total payments to be made to the

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                         Participant and any joint annuitant, Beneficiary or
                         other survivor (other than his Eligible Spouse).

                  (3)    Any optional form of payment shall provide for payment
                         (i) over the life of the Participant, (ii) over the
                         lives of the Participant and his Beneficiary, (iii)
                         over a period not exceeding the life expectancy of the
                         Participant, or (iv) over a period not exceeding the
                         life expectancies of the Participant and his
                         Beneficiary.

6.7      Suspending Plan Payments Upon Reemployment.  Plan payment under this
         Article will be suspended, if the Former Participant becomes
         re-employed; as set out in Section 5.11.

6.8      Qualified Pre-Retirement Survivor Annuity

         (a)      Eligibility for QPSA.  A Qualified Pre-Retirement Survivor
                  Annuity, or "QPSA," will be paid only in the event that a
                  Participant dies:

                  (1)    with a surviving Eligible Spouse, as of his date of
                         death, and

                  (2)    one of the following:

                         (A)   while in active employment with the Employer, or

                         (B)   after his termination of employment with the
                               Employer, but before his Annuity Starting Date.

         (b)      QPSA is paid to Eligible Spouse. The QPSA shall be paid,
                  under this Section, to the Eligible Spouse of a Participant
                  who meets the requirements of the preceding Subsection.

         (c)      Amount of QPSA.

                  (1)    A QPSA shall be paid only with respect to the
                         Participant's vested, accrued Plan benefits. The
                         precise amount of QPSA is determined by referring to
                         the 50% survivor benefit that would have been payable,
                         with respect to the Participant's death, had he
                         elected a 50% QJSA and had he died at the dates
                         described in this Subsection. Different dates apply,
                         according to the Participant's age and service
                         history at the time of his death.

                  (2)    If an eligible Participant dies after his Normal
                         Retirement Date, then the QPSA shall equal the 50%
                         QJSA survivor benefit that would have been payable had
                         he retired with a 50% QJSA on the

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<PAGE>



                         day before his actual date of death, so that his QJSA
                         Annuity Starting Date would have been the date before
                         his actual date of death (or the first day of the next
                         month).

                  (3)    If a Participant dies (i) with 10 years of Accrual
                         Service, and (ii) before his Normal Retirement Date,
                         but (iii) after his 55th birthday, then the QPSA
                         shall, as in the preceding paragraph, equal the 50%
                         QJSA survivor benefit that would have been payable had
                         he retired with a 50% QJSA on the date before his
                         actual date of death, so that his QJSA Annuity
                         Starting Date would have been the date before his
                         actual date of death (or the first day of the next
                         month).

                  (4)    If a Participant dies (i) before his Normal Retirement
                         Date, and (ii) before completing 10 years of Accrual
                         Service, then the amount of the QPSA shall equal the
                         50% QJSA survivor benefit that would have been payable
                         had he (a) survived, (b) terminated employment as of
                         either his actual termination date, or his actual date
                         of death (whichever came first), (c) elected his
                         Normal Retirement Date as his Annuity Starting Date,
                         and (d) died the next day.

                  (5)    If a Participant dies (i) before his 55th birthday,
                         and (ii) after completing 10 years of Accrual Service,
                         then the amount of the QPSA shall equal the 50% QJSA
                         survivor benefit that would have been payable had he
                         (a) survived, (b) terminated employment as of either
                         his actual termination date, or his actual date of
                         death (whichever came first), (c) elected the first
                         day of the month coincident with or next following his
                         55th birthday as his Annuity Starting Date, and (d)
                         died the next day.

                  (6)    With respect to the four preceding paragraphs, in the
                         event that the Participant dies after his active
                         employment has ended, the four preceding paragraphs
                         shall not be construed to credit the Participant with
                         any Accrual Service or accruals that he had not
                         earned, as of his termination of employment.

         (d)      Special rule for amount of QPSA if optional benefit has been
                  elected. If a QPSA is payable with respect to a Participant
                  who had made a Proper Application for an optional form of
                  benefit which would have provided annuity payments to the
                  Participant and his Eligible Spouse, then, notwithstanding
                  any other provisions of this Section, the amount of the QPSA
                  shall equal the Actuarial Equivalent of the survivor benefit
                  under the elected optional form of benefit.

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                                                                 Pension Plan

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         (e)      Form of the QPSA.  The QPSA shall be paid in monthly
                  installments, over the life of the surviving Eligible Spouse.

         (f)      QPSA is subsidized.  Participants are not charged, under
                  this Plan, for their right to a QPSA.

         (g)      Commencement of QPSA payments. QPSA payments shall generally
                  be made as soon as is feasible following the Eligible
                  Spouse's Proper Application. Eligible Spouses may not defer
                  payment later than the first day of the month coincident with
                  or following:

                  (1)    the Participant's 55th birthday - with respect to a
                         Participant who had earned 10 years of Accrual Service
                         and died before age 55

                  (2)    the date of death - with respect to Participant's who
                         had earned 10 years of Accrual Service and died after
                         age 55

                  (3)    The Participant's Normal Retirement Date - with
                         respect to Participant's who died with less than 10
                         years of Accrual Service.

6.9      Form of Benefit Fixed as of Annuity Starting Date

         (a)      General Rule. The form of any Plan benefit is fixed as of the
                  Annuity Starting Date, and is not subject to change, except
                  with respect to the provision of any survivor benefit under a
                  QJSA or optional form of benefit.

         (b)      QDRO Exception. Should a QDRO become effective after a
                  Participant's Annuity Starting Date, the Plan payments may be
                  divided, as provided for under the QDRO, but the total
                  monthly payment that had been made monthly under Plan (before
                  the QDRO) shall not be changed.


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                                                                   Pension Plan

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                ARTICLE VII. IN-SERVICE WITHDRAWAL AND RETURN OF
                                    CONTRIBUTIONS

7.1      In-Service Withdrawal of Pre-1970 Employee Contributions

         (a)      Withdrawal of Accumulated Contributions Benefit. A
                  Contributing Participant may at any time prior to his Annuity
                  Starting Date, by making Proper Application at least 30 days
                  in advance, withdraw all of his Accumulated Contributions
                  Benefit.

         (b)      No Partial Withdrawal. Such a withdrawal must be made of all
                  of the Participant's Contributory Benefit; no partial
                  withdrawal shall be permitted.

         (c)      Spouse' Consent Required. However, if the amount of a
                  Participant's Contributory Benefit exceeds $5,000, then a
                  married Participant may make such a withdrawal only if his
                  spouse gives her written, notarized consent, under Committee
                  procedures.

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                                                                  Pension Plan

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<PAGE>



               ARTICLE VIII. THE TRUST, FUNDING AND CONTRIBUTIONS

8.1      Contributions to the Trust Fund

         (a)      General Rule. The Employer shall make contributions under
                  this Plan to the Trust Fund at least once each quarter during
                  each Plan Year. Notwithstanding the preceding sentence, the
                  Committee may direct that Contributions be made on a
                  different schedule, as permitted by the Code, without formal
                  Plan amendment.

         (b)      Amount of Contributions. The amount of such contributions
                  shall be the amount recommended by the Plan's enrolled
                  actuary, in compliance with the Code and ERISA, to fund Plan
                  benefits.

         (c)      No Contributions By Employees.  Contributions by Employees
                  shall  not be permitted.

         (d)      Determination of Necessary Contributions. An enrolled actuary
                  hired by the Committee shall make an annual actuarial
                  valuation to estimate the Employer contributions necessary
                  under this Article.

8.2      The Trust

         (a)
                  Trust Agreement. Amounts contributed to the Trust shall be
                  managed and invested, according to the Trust Agreement.

         (b)      Funding Policy. The Company shall, to the extent allowed
                  under the Trust, establish a funding policy and method,
                  consistent with the objectives of the Plan the applicable
                  requirements of ERISA and the Code.


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                                                               Pension Plan

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                     ARTICLE IX. AMENDMENT AND TERMINATION

9.1      Power to Amend Plan

         (a)      General Rule. The Company, by action of the Board, may,
                  subject to this Section, at any time modify or amend, in
                  whole or in part, any or all of the provisions of the Plan.
                  Any such amendment shall be by an instrument in writing
                  executed by the Board, under its by-laws. Upon the execution
                  of any such instrument, the Plan shall be deemed to have been
                  amended in the manner therein set forth.

         (b)      Parties Bound. The Employer, the Trustee and each Employee,
                  Participant, Former Participant, Eligible Spouse, Beneficiary
                  or any person claiming under or through any of the foregoing
                  shall be bound by any such amendment. However, no such
                  amendment shall make it possible for any of the assets of the
                  Trust Fund to be used for or diverted to purposes other than
                  for the exclusive benefit of Participants and their
                  beneficiaries, increase the duties or responsibilities of the
                  Trustee without its consent thereto, or adversely affect any
                  benefits accrued by any Participant prior to such amendment,
                  except as provided in Article XI.

9.2      Power to Terminate Plan

         Although the Company intends to maintain the Plan indefinitely, the
Company, by action of the Board, may terminate the Plan.

9.3      Allocation of Assets Upon Termination

         (a)      General rule. In the event of termination of the Plan, the
                  Plan Administrator shall, subject to the approval of the
                  Committee, allocate the assets of the Trust Fund that are
                  available among the applicable Participants, Former
                  Participants, and appropriate Beneficiaries in the manner set
                  forth in Section 4044 of ERISA.

         (b)      Full vesting upon termination or partial termination. Upon
                  termination or partial termination of the Plan as to any
                  Participants hereunder, all rights of such Participants to
                  their accrued Plan benefits theretofore accrued shall become
                  non-forfeitable to the extent then funded.

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<PAGE>



9.4      Reversion of Assets Upon Termination

         Any Trust Fund assets which remain by reason of actuarial error after
all liabilities of the Plan to applicable Participants, Former Participants,
and other persons have been satisfied and all expenses of terminating the Plan
as to any such persons and liquidating the Trust Fund assets have been paid,
shall upon direction of the Committee be paid to the Company, provided such
payment does not contravene any applicable provisions of law.


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                                                                 Pension Plan

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<PAGE>



                       ARTICLE X. LIMITATION OF BENEFITS

10.1     Construction

         The purpose of this Article is to comply with the provisions of
section 415 of the Code, and all terms and provisions of this Article shall be
interpreted and construed consistently with said provisions. The provisions of
this Article shall apply notwithstanding any contrary provision of the Plan.

10.2     Definitions

         Solely for the purposes of this Article:

Annual Addition. "Annual Addition" means the sum for any Limitation Year of (a)
employer contributions to a plan (or portion thereof) subject to section 415(c)
of the Code maintained by the Employer or an Affiliate, (b) forfeitures under
all such plans (or portions thereof), if any, credited to employee accounts,
(c) employee contributions under all such plans (or portions thereof), and (d)
amounts described in section 419A(d)(2) of the Code (relating to
post-retirement medical benefits of Key Employees (as defined in the Article
entitled "Top Heavy Provisions.")) or allocated to a pension plan individual
medical account described in section 415(l) of the Code to the extent
includable for purposes of section 415(c)(2) of the Code. The employee
contributions described in clause (c) shall be determined without regard to (i)
any rollover contributions, (ii) any repayments of loans, or (iii) any prior
distributions repaid to a plan upon the exercise of buyback rights. Employer
and employee contributions taken into account as Annual Additions shall include
"excess contributions" as defined in section 401(k)(8)(B) of the Code, "excess
aggregate contributions" as defined in section 401(m)(6)(B) of the Code and
"excess deferrals" as described in section 402(g) of the Code (to the extent
such deferrals are not distributed to the Participant before the April 15th
following the end of the taxable year of the Participant in which such
deferrals were made), regardless of whether such amounts are distributed or
forfeited. The Annual Additions for any year beginning before January 1, 1987
shall be determined under the law as in effect for such year and shall not be
recomputed to treat all employee contributions as Annual Additions.

Compensation Limit.  "Compensation Limit" means 100% of the Participant's
average annual Earnings for the three consecutive years in which his Earnings
were highest.

Dollar Limit.  "Dollar Limit" means, subject to the Section of this Article
entitled "Protection of Current Accrued Benefit," $90,000 as adjusted from
time to time (beginning in 1988) to reflect increases in the cost of living
pursuant to applicable regulations.  The adjustment required pursuant to the
preceding sentence for any

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                                                                  Pension Plan

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<PAGE>



year shall be the cost of living adjustment which is effective as of the
January 1 which occurs in such year. No such adjustment shall be taken into
account before the year for which such adjustment first takes effect.

Earnings.  "Earnings" for any year shall have the meaning set forth in Treas.
Reg. ss. 1.415-2(d)(11)(i).

10.3     Limitation on Annual Benefits

         (a)      Unadjusted Limit. If a Participant's Plan benefit is payable
                  as a single life annuity or a QJSA, the annual amount of
                  benefit payable to the Participant shall not exceed the
                  lesser of the Dollar Limit or the Compensation Limit.

         (b)      Optional Payment Forms. If a Participant's Plan benefit is
                  payable in any form other than a single life annuity or a
                  QJSA, the annual amount of benefit payable to the Participant
                  shall not exceed the Actuarial Equivalent of a single life
                  annuity which does not exceed the lesser of the Dollar Limit
                  or the Compensation Limit. In making such actuarial
                  adjustment, (a) the actuarial assumptions used shall be those
                  set forth in the Plan, as appropriate according to the form
                  and date of payment, provided that the interest assumption
                  used shall generally not be less than 5%, and (b) no
                  adjustment shall be made for any ancillary benefit provided
                  under the Plan (if applicable) which is not directly related
                  to retirement benefits, including, without limitation,
                  disability benefits, medical benefits, and pre-retirement
                  death benefits, and any death benefit coverage described in
                  the Plan.

         (c)      Multi-employer Plans. Any benefits provided under any
                  multi-employer plan to which the Employer or any Affiliate is
                  a party shall be taken into account under this Article only
                  to the extent that the benefits provided under such plan
                  exceed the benefits that would have been provided under such
                  plan if the Participant had no service with the Employer or
                  any Affiliate.

10.4     Adjustments for Early or Late Payment

         (a)      Payments Starting Before Social Security Retirement Age But
                  After Age 62. If a Participant's Plan benefit begins before
                  his Social Security Retirement Age but on or after the date
                  he attains age 62, the Dollar Limit shall be reduced: (1) if
                  the Participant's Social Security Retirement Age is 65, by
                  5/9th of 1% for each month by which the commencement of
                  payment of his Plan benefit precedes the month in which he
                  attains age 65; or (2) if the Participant's Social Security

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                                                                  Pension Plan

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<PAGE>



                  Retirement Age is 66 or 67, by 5/9th of 1% for each of the
                  first 36 months and 5/12th of 1% for each additional month by
                  which the commencement of payment of his Plan benefit
                  precedes the month in which he attains his Social Security
                  Retirement Age.

         (b)      Payments Starting Before Age 62. If a Participant's Plan
                  benefit begins before age 62, the Dollar Limit shall be
                  reduced in accordance with applicable regulations (using the
                  actuarial assumptions set forth in the Actuarial Equivalent,
                  this Plan, provided that the interest assumption used shall
                  be not less than 5%), so that it is equivalent to the Dollar
                  Limit as applied to a pension beginning at age 62.

         (c)      Payments Starting After Social Security Retirement Age. If a
                  Participant's Plan benefit begins after his Social Security
                  Retirement Age, the Dollar Limit shall be increased in
                  accordance with applicable regulations (using the actuarial
                  assumptions set forth in the Actuarial Equivalent, provided
                  that the interest assumption shall not exceed 5%) so that it
                  is actuarially equivalent to the Dollar Limit as applied to a
                  pension beginning at his Social Security Retirement Age.

10.5     Conditional Exemption for Pensions Under $10,000

         The Compensation Limit shall not be applicable to any Plan benefit
with respect to a Participant for any year if (a) the annual amount of
employer-provided retirement benefits payable with respect to such Participant
under this Plan and all other defined benefit plans of the Employer and all
Affiliates does not exceed $10,000 for such year or any prior year, and (b)
such Participant never participated in any defined contribution plan maintained
by the Employer or an Affiliate.

10.6     Participants with Fewer Than Ten Years of Service

         If a Participant has fewer than 10 years of Service in the aggregate
with the Employer and all Affiliates at the time his Plan benefit starts, the
Compensation Limit and the $10,000 limit described in the Section of this
Article entitled "Conditional Exemption for Pensions under $10,000" shall be
adjusted by multiplying such amounts by a fraction (a) the numerator of which
is the Participant's number of years of Service (and fraction thereof) and (b)
the denominator of which is 10. In no event shall such fraction be less than
1/10th.

10.7     Participants with Fewer Than Ten Years of Participation

         If a Participant has been credited with fewer than 10 "Years of
Participation," the Dollar Limit shall be adjusted by multiplying such amount
by a fraction (a) the numerator of which is the Participant's number of Years
of

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                                                                 Pension Plan

                                       48

<PAGE>



Participation in the Plan (and fraction thereof) and (b) the denominator of
which is 10. In no event shall such fraction be less than 1/10th. "Years of
Participation" means years of Service for which the Participant is credited
with future Service benefits excluding any such year of Service credited (a)
for a Plan Year prior to the Plan Year in which the individual first became a
Participant, (b) for any period of disability during which the Participant was
not permanently and totally disabled (within the meaning of section 22(e)(3) of
the Code), and (c) for any period prior to the Effective Date.

10.8     Benefits Payable under More Than One Defined Benefit Plan

         If benefits that are subject to the limitations of section 415 of the
Code are payable under any other defined benefit plan maintained by the
Employer or an Affiliate, the benefits payable under this Plan, as limited by
this Article, shall be subject to further limitation in order that the amount
of employer-provided benefits payable under all defined benefit plans
maintained by the Employer and all Affiliates shall not, in the aggregate,
exceed the benefit limitations described in this Article. If a reduction in the
benefits under such defined benefit plans in the aggregate is thus required,
such reduction shall be applied in the reverse order in which benefits
under,such plans would otherwise accrue except as any such other plan may
otherwise expressly provide, provided that benefits under any multi-employer
plan shall be reduced last.

10.9     Participation in Defined Contribution Plan

         (a)      Combined Limitation. Subject to the later paragraph of this
                  Subsection, entitled "Adjustment of Defined Contribution Plan
                  Fraction," if a Participant participates (or participated) in
                  one or more defined contribution plans maintained by the
                  Employer or an Affiliate (including any plan so considered as
                  a result of any employee contributions to a defined benefit
                  plan) the sum of his Defined Contribution Plan Fraction and
                  Defined Benefit Plan Fraction as of the close of any year
                  shall in no event exceed 1.0. In order to prevent such sum
                  from exceeding 1.0, benefits under this Plan shall be reduced
                  to the extent necessary for that purpose. Such reduction
                  shall be made prior to any reduction of allocations of Annual
                  Additions under such defined contribution plans which would
                  otherwise be made in order to prevent such sum from exceeding
                  1.0.

         (b)      Defined Contribution Plan Fraction Determination.  For
                  purposes of  this Section, a Participant's "Defined
                  Contribution Plan Fraction" shall be determined as follows:


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                                                                 Pension Plan

                                       49

<PAGE>



                  (1)    Numerator. For any year, the numerator shall be the
                         sum of the Annual Additions to the Participant's
                         accounts under all such defined contribution plans
                         maintained by the Employer or an Affiliate in such
                         year and in all prior years.

                  (2)    Denominator. For any year, the denominator shall be
                         the sum of the lesser of the following amounts,
                         determined for such year and for each prior year of
                         service with the Employer and all Affiliates as if the
                         Participant were covered by a defined contribution
                         plan maintained by the Employer or Affiliates for all
                         such years, but were not covered by any defined
                         benefit plan for any such year:

                         (A)   125% of the maximum dollar limitation applicable
                               to defined contribution plan allocations for
                               such year (as provided in section 415(c)(1)(A)
                               of the Code determined without regard to section
                               415(c)(6)), or

                         (B) 35% of the Participant's Earnings for such year.

         (c)      Notwithstanding the foregoing, in computing the denominator
                  of the Defined Contribution Plan Fraction for any year ending
                  after 1982, the Committee may elect to determine the portion
                  of such denominator which relates to 1982 and prior years
                  under the method described in section 415(e)(6) of the Code,
                  in lieu of the method described above. Such election may be
                  made at such time and in such manner as may be provided in
                  applicable Treasury regulations.

         (d)      Defined Benefit Plan Fraction Determination. For purposes of
                  this Section, a Participant's "Defined Benefit Plan Fraction"
                  shall be determined as follows for any year:

                  (1)    Numerator. The numerator shall be the total projected
                         annual benefit (as defined in section 415(b)(2) of the
                         Code) of the Participant under all defined benefit
                         plans maintained by the Employer or any Affiliate as
                         of the close of such year, as determined for each such
                         plan for purposes of section 415(e)(2)(A) of the Code,
                         disregarding benefits derived from employee
                         contributions.

                  (2)    Denominator. The denominator shall be the lesser of
                         the following amounts:


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                                                                Pension Plan

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                         (i)   125% of the Dollar Limit, deter mined after
                               giving effect to the Section of this Article
                               entitled "Protection of Current Accrued
                               Benefit", or

                         (ii)  140% of the Compensation Limit.

                  For purposes of computing the denominator of the Defined
                  Benefit Plan Fraction, (A) the Dollar Limit and the
                  Compensation Limit shall be determined as if years of Service
                  for purposes of the Section of this Article entitled
                  "Participants with Fewer than Ten Years of Service" included
                  future years before the Participant will attain age 65,
                  provided that the year in which the Participant will attain
                  age 65 shall not count as a future year unless it can be
                  reasonably anticipated that the Participant will receive a
                  year of Service for such year and (b) the Dollar Limit shall
                  be determined as if all years of Service (determined after
                  application of clause (A) above) were Years of Participation
                  (and fractions thereof) solely for purposes of the Section of
                  this Article entitled "Participants with Fewer than Ten Years
                  of Participation."

         (e)      Adjustment of Defined Contribution Plan Fraction. If the sum
                  of a Participant's Defined Benefit Plan Fraction and Defined
                  Contribution Plan Fraction determined as of December 31, 1986
                  would have exceeded 1.0 had the provisions of this Article as
                  in effect after December 31, 1986 been used to compute such
                  sum, an amount shall be subtracted from the numerator of the
                  Defined Contribution Plan Fraction (not exceeding such
                  numerator) so that the sum of the Defined Contribution Plan
                  Fraction and Defined Benefit Plan Fraction as of the first
                  day of the Limitation Year beginning in 1987 does not exceed
                  1.0. Such amount shall be equal to the product of:

                  (1)    the sum of the Defined Contribution Plan Fraction plus
                         the Defined Benefit Plan Fraction as of the
                         determination date minus one, times

                  (2)    the denominator of the Defined Contribution Plan
                         Fraction as of the determination date.

10.10    Limitation Year

         All determinations under this Article shall be made by reference to
the Limitation Year, which shall be the Plan Year.


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10.11    Protection of Current Accrued Benefit

         If a Participant's Plan benefit, determined as if the Participant had
terminated employment as of the close of 1986 and expressed in the form of a
Qualified Joint and Surviving Spouse Annuity or a single life annuity, as of
January 1, 1987 exceeds the limitations of this Article, then the Dollar Limit
with respect to such Participant shall be equal to his Plan benefit determined
as described in this Section. The Dollar Limit as so determined shall include
optional benefit forms and early retirement benefits or retirement subsidies
that are protected under section 411(d)(6) of the Code, whether or not the
Participant has met all the requirements to qualify for such forms or benefits
or subsidies, if and to the extent that they remain so protected as of the date
on which the limitations of this Article are applied.

10.12    Rules Regarding 25 Top-Paid Employees

         (a)      For purposes of this Section, the following terms shall
                  have the indicated meaning:

                  Benefits. The term "Benefits" means the sum of the
                  Participant's accrued benefit and all other benefits to
                  which he is entitled under the Plan.

                  Restricted Participant. The term "Restricted Participant"
                  means, with respect to a Plan Year, a Highly Compensated
                  Employee who is a Participant and who, if there are more than
                  25 Highly Compensated Employees, is one of the 25 Highly
                  Compensated Employees with the highest Total Annual Pay. An
                  individual who is a Restricted Participant in a Plan Year
                  shall be a Restricted Participant in a subsequent Plan Year
                  only if he satisfies the conditions of the previous sentence
                  in that subsequent Plan Year. If more than one individual has
                  the same Total Annual Pay, the younger individual shall be
                  deemed to have the higher Total Annual Pay.

                  Total Annual Pay. The term "Total Annual Pay" means, with
                  respect to any Plan Year, (a) in the case of a Highly
                  Compensated Employee who is not currently employed by the
                  Employer or an Affiliate, the greater of his Earnings (as
                  defined in this Article) for the Plan Year he ceased to be
                  employed by the Employer or an Affiliate or his Earnings for
                  the Plan Year immediately preceding such Plan Year and (b) in
                  the case of a Highly Compensated Employee who is currently
                  employed by the Employer or an Affiliate, the greater of his
                  Earnings for the Plan Year in question or for the prior Plan
                  Year.


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                                                                  Pension Plan

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<PAGE>



         (b)      Limitation on Distributions. Subject to the further
                  provisions of this Section, a Restricted Participant may not
                  receive his benefits under this Plan in the form of a single
                  sum payment, or other benefit form under which payments
                  during a single year would exceed the annual payments that
                  would be made on behalf of the Participant under a single
                  life annuity that is the Actuarial Equivalent of his Benefits
                  (other than benefits described in paragraph (c)(1) of this
                  Section.

         (c)      Application of Limitation.  The limitation of this Section
                  shall not apply to:

                  (1)    payment of benefits attributable to transferred
                         balances from defined contribution plans or to
                         employee contributions,

                  (2)    any payment, if the value of Plan assets after such
                         payment equals or exceeds 110 percent of the value of
                         the Plan's "current liabilities" (within the meaning
                         of section 412(l)(7) of the Code), or

                  (3)    any payment, if the value of the Restricted
                         Participant's benefits is less than one percent of
                         the value of such "current liabilities."

         (d)      Changes in Law. In the event that Congress should provide by
                  statute, or the Internal Revenue Service should provide by
                  regulation or ruling, that the limitations set forth in this
                  section are no longer necessary for the Plan to meet the
                  requirements of section 401(a) of the Code or other
                  applicable provisions of the Code then in effect, such
                  limitations shall become void and shall no longer apply
                  without the necessity of further amendment to the Plan.



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                         ARTICLE XI. GENERAL PROVISIONS

11.1     No Contract of Employment

         Nothing contained in the Plan shall be construed as a contract of
employment between the Company, the Employer and any Employee, and the Plan
shall not afford an Employee a right of continued employment with the Company
or the Employer.

11.2     Employer Not Liable for Plan Benefits

         All benefits payable under the Plan shall be paid or provided for
solely from the Trust Fund, and neither the Company nor the Employer assumes
any liability or responsibility therefor.

11.3     Exclusive Benefit and Return of Employer Contributions

         (a)      General Rule. Except as provided in this Section, the assets
                  of the Trust Fund shall be used for the exclusive purposes of
                  providing Plan benefits to Participants and their
                  Beneficiaries and defraying reasonable expenses of
                  administering the Plan.

         (b)      Tax Deductibility. Contributions are always conditioned
                  upon their deductibility under Code Section 404.

         (c)      Return of Contributions. Contributions may be returned to the
                  Company only:

                  (1)    if a contribution is made to the Trust Fund by the
                         Company (or the Employer) by a mistake of fact, then
                         such contribution may be returned to the Company
                         within one year after the payment of the contribution;

                  (2)    if any part or all of a contribution is disallowed as
                         a deduction under Section 404 of the Code, then to the
                         extent a contribution is disallowed as a deduction it
                         may be returned to the Company within one year after
                         the disallowance;

                  (3)    if the Internal Revenue Service initially determines
                         that the Plan does not meet the requirements of
                         Section 401(a) of the Code, the Plan shall be null and
                         void from the Effective Date and any contributions
                         shall be returned to the Company less expenses paid
                         unless the Company elects to make the changes to the
                         Plan

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                                                              Pension Plan

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                         necessary to receive a determination from the
                         Internal Revenue Service that the requirements of
                         Section 401(a) are met;

                  (4)    if the Plan has been terminated, and the rules set out
                         in Section 9.4 are met, then the excess Plan assets
                         shall revert to the Company.

11.4     Tax Withholding

         The Committee hereby specifically delegates to the Trustee the
responsibility to be liable for income tax withholding, and to withhold the
appropriate amount from any payment made from the Trust to any payee under the
provisions of applicable law and regulation.

11.5     Incompetency or Minority of Payee

         (a)      General Rule. In the event the Committee determines in its
                  discretion that any Participant or Beneficiary, receiving or
                  entitled to receive benefits under the Plan is incompetent to
                  care for his affairs, and in the absence of the appointment
                  of a legal guardian of the property of the incompetent,
                  benefit payments due under the Plan (unless prior claim
                  thereto has been made by a duly qualified guardian, committee
                  or other legal representative) may be made to the spouse,
                  parent, brother or sister or other person, including a
                  hospital or other institution, deemed by the Committee to
                  have incurred or to be liable for expenses on behalf of such
                  incompetent

         (b)      Payment to Adult. In the absence of the appointment of a
                  legal guardian of the property of a minor, any minor's share
                  of benefits payable under the Plan may be paid to such adult
                  or adults as in the discretionary opinion of the Committee
                  have assumed the custody and principal support of such minor.

         (c)      Legal Guardian May Be Required. The Committee, however, in
                  its sole discretion, may require that a legal guardian for
                  the property of any such incompetent or minor be appointed,
                  before authorizing the payment of benefits in such
                  situations.

         (d)      Court Determination. If the Committee is in doubt as to the
                  right of any person to receive a Plan benefit, the Committee
                  may direct the Trustee to retain such amount, without
                  liability for any interest thereon, until the rights thereto
                  are determined, or the Committee may direct the Trustee to
                  pay such amount into any court of appropriate jurisdiction.

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                                                                 Pension Plan

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         (e)      No Verification or Insurance Required. The Trustee shall not
                  be required to verify or insure that any distributions made
                  to any third parties under this Section are applied for the
                  benefit of such minor or incompetent or incapacitated
                  Beneficiary.

11.6     Missing Payees

         If all or portion of a Participant's vested Plan benefit becomes
payable under the Plan and the Committee after a reasonable search cannot
locate the Participant (or his Beneficiary if such Beneficiary is entitled to
payment), then, five years after the Participant's benefit first became payable
under the Plan, a notice shall be mailed to the last known address of the
Participant. If the Participant does not respond within three months, the
Committee may elect, upon advice of counsel, to remove all records of the
Participant's accrued benefit from the Plan's current records and that benefit
shall be used to offset future Employer contributions. If the Participant or
his Beneficiary subsequently presents a valid claim for benefits to the
Committee, the Committee shall restore and pay the appropriate Plan benefit.

11.7     Alienation and QDROs

         (a)      General Rule. Except as provided in this Section, no accrued
                  Plan benefit whether vested or not, shall be subject to
                  alienation, assignment, pledging, encumbrance, attachment,
                  garnishment; including but not limited to execution,
                  sequestration, or other legal or equitable process, or
                  transferability by operation of law in the event of
                  bankruptcy, insolvency or otherwise.

         (b)      QDRO Exception. The provisions of the preceding paragraph
                  shall not prevent the creation, assignment or recognition of
                  any individual's right to a benefit payable with respect to a
                  Participant pursuant to a Qualified Domestic Relations Order
                  (QDRO).

         (c)      QDRO Definition. "Qualified Domestic Relations Order" or
                  "QDRO" shall mean any judgment, decree or order which (1)
                  meets the basic requirements of Code Section 414(p) and
                  further (2) meets the QDRO requirements set out in the Plan
                  procedures, concerning domestic relations orders, as
                  determined by the final, discretionary authority of the
                  Committee.

         (d)      QDRO Procedures. The Committee shall establish reasonable
                  procedures to determine whether a domestic relations order is
                  a QDRO and to administer distributions under a QDRO. If any
                  domestic relations order is received by the Plan, the
                  Committee shall

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                  (1) promptly notify the Participant and any Alternate Payee
                  that the order has been received and of the Plan's procedures
                  for determining whether the order is a QDRO and (2) notify
                  the Participant and each Alternate Payee (or their
                  representatives) of the Committee's determination.

         (e)      Definition of Alternate Payee. "Alternate Payee" shall mean
                  any spouse, former spouse, child or other dependent of a
                  Participant recognized by a proper domestic relations order
                  as having a right to receive all, or a portion of, a
                  Participant's benefits under the Plan, as prescribed under
                  Code Section 414(p).

         (f)      Court Order After Death. Should any court order be issued
                  after a Participant's or Alternate Payee's death, it will be
                  considered a QDRO only if it (1) relates to and reflects an
                  earlier order issued before death, and (2) meets the QDRO
                  requirements.

         (g)      Committee Authority. The Committee shall have final,
                  discretionary authority to administer and interpret any QDRO,
                  including any uncertain terms.

11.8     Notice to Committee, Elections

         Any election made or notice given by a Participant pursuant to the
Plan shall be in writing to the Committee or to such representative as may be
designated by it for such purpose and shall be deemed to have been made or
given on the date received by the Committee or its representative.

11.9     Merger or Transfer With Other Plans

         The Board shall have the power to fully or partially merge or
consolidate this Plan with any other plan. In the event of any merger or
consolidation of the Plan (by action of the Board) with, or a transfer of the
assets and liabilities of the Plan to, any other plan, each Participant must
(if such other plan were terminated immediately after such merger,
consolidation or transfer) receive a benefit under such other plan which is
equal to or greater than the benefit he would have been entitled to receive
under the Plan (if the Plan had been terminated immediately prior to such
merger, consolidation or transfer).

11.10    Fiduciaries

         Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.


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11.11    Plans Shall Comply with Law; and Choice of Law

         It is intended that the Plan conform to and meet the applicable
requirements of ERISA and the Code. Except to the extent preempted by ERISA,
the validity of the Plan or of any of its provisions shall be determined under,
and it shall be construed and administered according to, the laws of the State
of New York (including its statute of limitations and all substantive and
procedural law, and without regard to its conflict of laws provisions).

11.12    Deemed Distribution of Unvested Amounts

         Notwithstanding any contrary provision of the Plan, in the event that
(a) a Participant separates from the Service with the Company, and (b) the
Participant has not, as of the date he separates from service, met the Service
and other requirements that would enable him to be 100% vested in all his
accrued Plan benefits, then, (c) as of the date he separates from Service, he
shall be deemed to have received a distribution of his unvested accrued
benefits under the Plan. The amount of this deemed distribution shall be zero.
Following this deemed distribution, the Participant's remaining accrued Plan
benefits shall be only those benefits in which is 100% vested.

11.13    Gender and Number

         Whenever any words are used herein in the masculine gender, they shall
be construed as though they were also used in the feminine gender in all cases
where they would so apply, and whenever any words are used herein in the
singular or plural form, they shall be construed as though they were also used
in the other form in all cases where they would so apply.

11.14    Headings

         The headings of Sections and Articles are included solely for
convenience of reference, and if there is any conflict between such headings
and the text of the Plan, the text shall control.

11.15    Illegality of Particular Provisions

         The illegality of any particular provision of this Plan shall not
affect the other provisions thereof, but the Plan shall be construed in all
respects as if such invalid provision were omitted.


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11.16    Receipt and Release for Payments

         Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for each Participant, or Beneficiary
in accordance with the provisions of this Plan shall, to the extent thereof, be
in full satisfaction of all claims hereunder against the Trustee, the Company,
and the Employer, any of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as shall be
determined by the Trustee or the Company.

11.17    Action by the Company

         Whenever the Company under the terms of this Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

11.18    Mistaken Payments

         No Participant or Beneficiary shall have any right to any payment made
(a) in error, (b) in contravention to the terms of the Plan, the Code, or
ERISA, or (c) because the Committee or its delegates were not informed of any
death. The Committee shall have full rights under the law and ERISA to recover
any such mistaken payment, and the right to recover attorney's fees and other
costs incurred with respect to such recovery. Recovery shall be made from
future Plan payments, or by any other available means.

11.19    Participants and Beneficiaries Bound by the Plan

         All Employees, Participants, Beneficiaries, as well as their heirs,
successors, and assigns shall be bound by the terms of this Plan.

11.20    Direct Rollover Distributions to Other Plans or IRAs

         (a)      General Rule. A Distributee (as defined in this Section) may
                  elect, under Plan procedures, to have all or any portion of
                  his proper Plan distribution transferred in a trust-to-trust
                  transfer from the Trust Fund to another qualified plan,
                  certain "IRAs" and certain other vehicles, subject to the
                  restrictions of this Section.

         (b)      Definition of "Distributee". For the purposes of this Section
                  only, a "Distributee" is a Participant, Former Participant,
                  surviving spouse, or Alternate Payee, who is eligible under
                  the Plan and Plan procedures

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                  to receive any Plan distribution. Distributees shall not
                  include any other non-spouse Beneficiary.

         (c)      Limits on Distributions Eligible for Direct Rollover.
                  Generally, all or any portion of the accrued, vested Plan
                  benefit payment attributable to the Distributee would be
                  eligible for a trust-to-trust transfer under this Section,
                  provided that the amount is includable in gross income.
                  However, the following distributions are not eligible:

                  (1)    periodic payments paid out over the life or life
                         expectancy of the Distributee (or joint lives of the
                         Distributee and his Beneficiary);

                  (2)    equal installment payments scheduled to be made over
                         10 or more years;

                  (3)    the portion of any distribution that is required to be
                         paid under Code Section 401(a)(9).

         (d)      Limits on recipient plans and IRAs. A trust-to-trust transfer
                  from the Trust Fund under this Section can be made only to
                  the trustee or custodian of one of the following "eligible
                  retirement plans" listed below, provided that the transfer is
                  made under Plan procedures, and that the trustee or custodian
                  accepts the trust-to-trust transfer. However, only one
                  trust-to-trust transfer can be made with respect to any
                  single distribution. Such "eligible retirement plans" are:

                  (1)    a qualified defined contribution plan;

                  (2)    an individual retirement account or "IRA," which holds
                         or which will hold only amounts attributable to
                         qualified employer plans, as described by Code Section
                         408(d)(3);

                  (3)    an individual retirement annuity described in Code
                         Section 408(b); and

                  (4)    an annuity plan described in Code Section 403(a).

         (e)      Limits on direct rollovers made by surviving spouses.
                  Distributees who are surviving spouses, but who are not
                  alternate payees as described by Code Section 414(p), will be
                  able to elect a trust-to-trust transfer only to an IRA or an
                  individual retirement annuity, subject to all of the
                  preceding rules of this Section.


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11.21    Transfers Among Affiliates

         (a)      Service among Affiliates credited for eligibility and
                  vesting. Generally, Service performed for the Employer or any
                  Affiliate will be credited among all Affiliates for the
                  purposes of eligibility and vesting. Should a Plan
                  Participant be transferred and become an Employee of an
                  Affiliate, then he may be eligible to immediately become a
                  participant in the new employer's plan, provided that (i) he
                  has sufficient Service under the new plan's eligibility
                  provisions and (2) he has submitted to the new plan all the
                  proper forms by the appropriate deadline.

         (b)      Vesting continues after transfer. Any Participant who
                  transfers employment to an Affiliate shall not be treated as
                  having terminated employment for vesting and distribution
                  purposes. That is, his vesting under the Plan shall continue
                  during his Service with the Affiliate, and he may not receive
                  a distribution of Plan benefits until his Service with the
                  Employer and any Affiliate ceases (or until the April 1,
                  following the year he reaches age 70 1/2 or retires).
                  However, no Accrual Service shall accrue under this Plan,
                  upon his transfer to the Affiliate.

         (c)      Transfer following a Break in Service. This Subsection (c)
                  concerns the situation of an individual who has worked for
                  the Employer or an Affiliate, terminates employment from that
                  employer, but does not immediately transfer to the Employer
                  or an Affiliate. Instead, this Subsection (c) concerns those
                  individuals who incur a period during which they are not
                  employed by the Employer or an Affiliate, and then,
                  subsequently, become reemployed by the Employer or an
                  Affiliate.

                  (1)    If such an individual (described in the introductory
                         paragraph of this Subsection (c) does not incur a
                         Break in Service prior to his subsequent reemployment
                         with the Employer or an Affiliate (determined under
                         the sole discretion of the administrator of the new
                         employer's plan under the terms of that plan), then
                         the period of time preceding his employment with the
                         Employer or an Affiliate (following his termination
                         with the Employer or Affiliate) shall be credited for
                         the purpose of eligibility and vesting.

                  (2)    If such an individual has incurred a Break in Service
                         (determined under the sole discretion of the
                         administrator of the new employer's plan, under the
                         terms of that plan) then the terms of the new
                         employer's plan shall govern how the individual's
                         total

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                                                                  Pension Plan

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                         service among the Employer and all Affiliates shall
                         be credited, for the purposes of the new employer's
                         plan.

                  (3)    If an individual described in this Subsection (c) has
                         incurred one or more Breaks in Service under the terms
                         of his first employer's plan, and has consequently
                         lost the recognition of pre-Break in Service under the
                         first employer's plan, then any provisions in the
                         first employer's plan regarding (i) repayment of
                         distributed amounts back into the first employer's
                         plan, within five years of "rehire" by the Employer or
                         an Affiliate in order to have forfeited amounts
                         restored by the first employer's plan and pre-Break
                         Service recognized by both plans and (ii) completing
                         one year of Service with the new employer in order to
                         have forfeited amounts restored under the former
                         employer's plan and pre-Break Service recognized by
                         both plans must be acknowledged and effected by the
                         administrator of the new employer's plan, as if these
                         provisions in the first employer's plan were fully a
                         part of the new employer's plan. It will therefore be
                         necessary for the administrators of the two plans to
                         share information concerning the individual.


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                                                                  Pension Plan

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                       ARTICLE XII. TOP-HEAVY PROVISIONS

12.1     Applicable Plans Included in Determination of "Top Heavy" Status

         For purposes of this Article, "Applicable Plans" shall include (a)
each plan of the Employer or an Affiliate in which a Key Employee (as defined
in the next Section for this Plan, and as defined in section 416(i) of the Code
for each other Applicable Plan) participates and (b) each other plan of the
Employer or an Affiliate which enables any plan described in clause (a) of this
sentence to meet the requirements of section 401(a)(4) or 410 of the Code. Any
plan not required to be included under the preceding sentence may also be
included, at the option of the Committee, provided that the requirements of
sections 401(a)(4) and 410 of the Code continue to be satisfied for the group
of Applicable Plans after such inclusion. Applicable Plans may include
terminated plans, frozen plans and, to the extent that benefits are provided
with respect to Service with the Employer or an Affiliate, multi-employer plans
(described in section 414(f) of the Code) and multiple employer plans
(described in section 413(c) of the Code) to which the Employer or an Affiliate
makes contributions.

12.2     "Key Employee"

         For purposes of this Article, "Key Employee" shall mean an employee
(including a former employee, whether or not deceased) of the Employer or an
Affiliate who, at any time during a given Plan Year or any of the four
preceding Plan Years, is one or more of the following:

         (a)      An officer of the Employer or an Affiliate having
                  "compensation" (as defined in section 414(q)(7) of Code)
                  ("Top-Heavy Compensation") greater than fifty percent (50%)
                  of the maximum dollar limitation described in the Article
                  entitled "Limitation of Benefits" for any such Plan Year;
                  provided, that the number of employees treated as officers
                  shall be no more than 50 or, if fewer, the greater of three
                  employees or 10% of the employees (including leased employees
                  as described in Code Section 414), exclusive of employees
                  described in section 414(q)(8) of the Code.

         (b)      One of the 1) employees (a) having Top-Heavy Compensation of
                  more than the maximum dollar limitation for defined
                  contribution plans in effect under section 415(c)(1)(A) of
                  the Code and (b) owning (or considered as owning, within the
                  meaning of section 416(i) the Code), the largest percentage
                  interests in value of the Employer or an Affiliate, provided
                  that such percentage interest exceeds 0.5% in value. If two
                  employees have the same interest in the Employer or an

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                  Affiliate, the employee having the greater Top-Heavy
                  Compensation shall be treated as having the larger interest.

         (c)      A person owning or considered as owning, within the meaning
                  of section 416(i) of the Code, more than 5% of the
                  outstanding stock of the Employer or an Affiliate, or stock
                  possessing more than 5% of the total combined voting power of
                  all stock of the corporation (or having more than 5%) of the
                  capital or profits interest in the Employer or an Affiliate
                  that is not a corporation, determined under similar
                  principles).

         (d)      A 1% owner of the Employer or an Affiliate having Top-Heavy
                  Compensation of more than $150,000. "One-percent owner" means
                  any person who would be described in the preceding paragraph
                  if "1%" were substituted for "5%" in each place where it
                  appears therein.

12.3     "Top Heavy" Test

         In any Plan Year during which the sum, for all Key Employees (as
defined in this Section and as defined in section 416(i) of the Code for each
other Applicable Plan) (and their beneficiaries) of the present value of the
cumulative accrued benefits under all Applicable Plans which are defined
benefit plans (determined based on an interest assumption of 5% and the UP-1984
mortality table) and the aggregate of the accounts under all Applicable Plans
which are defined contribution plans, exceeds 60% of a similar sum determined
for all participants in such plans (but excluding participants who are former
Key Employees), the Plan shall be deemed "Top Heavy". Solely for purposes of
determining whether this Plan or any other Applicable Plan is "Top Heavy" for a
given Plan Year, the accrued benefit of a participant other than a Key Employee
shall be determined under (a) the method, if any, that uniformly applies for
accrual purposes under all Applicable Plans that are defined benefit plans
maintained by the Employer or an Affiliate, or (b) if there is no method, as if
such benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional rule of section 411(b)(1)(C) of the Code.

12.4     Determination Dates

         The determination as to whether this Plan is "Top Heavy" for a given
Plan Year shall be made as of the last day of the preceding Plan Year (the
"Determination Date"); and other Applicable Plans shall be included in
determining whether this Plan is "Top Heavy" based on the determination date
(as defined in section 414(g)(4)(C) of the Code) for each such plan which
occurs in the same calendar year as such Determination Date for this Plan. The
date on which plan benefits are valued for the purpose of determining the
topheaviness of any Applicable Plan

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which is a defined benefit plan shall be the most recent valuation date used
for determining such plan's minimum funding requirements that occurs during the
12- month period ending on the Determination Date. The date on which plan
assets are valued for the purpose of determining the topheaviness of an
Applicable Plan which is a defined contribution plan is the most recent
valuation date used for valuing plan assets that occurs during the 12-month
period ending on the Determination Date.

12.5     Add-Back of Prior Distributions

         Subject to the next Section, distributions from the Plan or any other
Applicable Plan during the five-year period ending on the applicable
determination date shall be taken into account in determining whether the Plan
is "Top Heavy."

12.6     Former Employees Disregarded after Five Plan Years

         Benefits and distributions under this Plan or any other Applicable
Plan shall not be taken into account with respect to any individual who has not
performed any services as an employee for the Employer or an Affiliate at any
time during the five-year period ending on the applicable determination date.

12.7     Compliance with Section 416 of the Code

         The calculation of the Top-Heavy ratio, and the extent to which
distributions, amounts attributable to rollovers or similar transfers to and
from this Plan or any other Applicable Plan shall be taken into account in
accordance with section 416 of the Code and applicable regulations.

12.8     Beneficiaries

         The terms "Key Employee" and, for purposes of this Article
"participant" include their beneficiaries.

12.9     Provisions Applicable in "Top Heavy" Plan Years

         For any Plan Year in which the Plan is deemed to be "Top Heavy", the
following provisions shall apply:

         (a)      Minimum Accrued Benefit. The accrued benefit derived from
                  Employer contributions under the Plan of each Participant who
                  is not a Key Employee, expressed as an annual benefit in
                  single life annuity form beginning at Normal Retirement Date,
                  shall be at least (a) 2% of the average of such Participant's
                  Top-Heavy Compensation not in excess of the limits under
                  section 401(a)(17) of the Code, for the five

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                  calendar years in which such average is highest (excluding
                  any such year after the Plan ceased to be "Top Heavy" or
                  during which the Participant had less than 1,000 Hours of
                  Service) multiplied by (b) the number of Plan Years beginning
                  on or after January 1, 1984 during which the Plan is "Top
                  Heavy" and he has at least 1,000 Hours of Service, but not
                  more than 10 years. The foregoing provisions of this
                  paragraph shall apply before the corresponding provision of
                  any Applicable Plan that is a defined contribution plan, and
                  shall, to the extent necessary or appropriate, be deemed
                  satisfied in whole or in part by benefits to the Participant
                  provided under any other Applicable Plan, including without
                  limitation, the actuarial equivalent of accumulated account
                  balances derived from employer contributions under any
                  defined contribution plan (other than employer contributions
                  described in section 401(k) of the Code). A Participant's
                  accrued benefit, determined as of the last day of any Plan
                  Year in which the Plan ceases to be "Top Heavy", shall not be
                  reduced because the Plan ceased to be "Top Heavy".

         (b)      Adjustment of Combined Limits. Except as otherwise provided
                  by law, "125%" in the Article entitled Limitation of Benefits
                  shall become "100%" unless the following conditions are met:

                  (a)    the percentage described in the Top-Heavy Test in
                         this Article does not exceed 90%, and

                  (b)    the Company amends paragraph (a) of this Section to
                         substitute "3%" for "2%" therein.

                  Notwithstanding any other provision of this Plan, if the sum
                  of the combined limitation fractions described in the Article
                  entitled Limitation of Benefits, calculated by substituting
                  "100%" for "125%" therein, for any Participant exceeds 100%
                  for the last Plan Year before the Plan becomes "Top Heavy",
                  such fractions shall be adjusted, in accordance with
                  applicable regulations, so that their sum does not exceed
                  100% for such Plan Year.

         (c)      Vesting. Any Participant shall be vested in his accrued
                  benefit derived from employer contributions on a basis at
                  least as favorable as is provided under the following
                  schedule:

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                 Completed
         Years of Vesting Service                   Nonforfeitable Interest
         ------------------------                   -----------------------
                     2                                       20%
                     3                                       40
                     4                                       60
                     5                                      100

         In any Plan Year in which the Plan is not deemed to be "Top Heavy",
         the minimum vested percentage shall be no less than that which was
         determined as of the last day of the last Plan Year in which the Plan
         was deemed to be "Top Heavy".

         IN WITNESS WHEREOF, this L-3 Communications Corporation Pension Plan
is hereby adopted effective April 30, 1997.

                                       L-3 COMMUNICATIONS CORPORATION

                                       By:_____________________________________

                                       Title:__________________________________


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                                                                 Pension Plan

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                    EXHIBIT A. ACTUARIAL EQUIVALENT FACTORS

         1. Conversion of life annuity into 50% joint and survivor annuity --
multiply life annuity benefit by 86% minus (or plus) 0.6% for each full year
the Participant is older (or younger) than age 65, minus (or plus) 0.5% for
each full year the Participant is older (or younger) than the Eligible Spouse.

         2. Conversion of life annuity into 100% joint and survivor annuity --
multiply life annuity benefit by 75% minus (or plus) 0.6% for each full year
the Participant is older (or younger) than age 65, minus (or plus) 1.0% for
each full year the Participant is older (or younger) than the Eligible Spouse.

         3. Conversion of life annuity into life annuity with 10-year period
certain guarantee -- multiply life annuity benefit by 91% plus 0.7% for each
full year the Participant is younger than age 65, or minus 0.7% for each full
year the participant is older than age 65.

         4. Conversion of life annuity into life annuity with 15-year period
certain guarantee -- multiply life annuity benefit by 82.5% plus 1.3% for each
full year the Participant is younger than age 65, or minus 1.3% for each full
year the Participant is older than age 65.

         5. Conversion of life annuity into life annuity with 20-year period
certain guarantee -- multiply life annuity benefit by 74% plus 1.6% for each
full year the Participant is younger than age 65, or minus 1.6% for each full
year the Participant is older than age 65.

         6. All other conversions -- use 1971 Group Annuity Mortality Table
assuming an 80% male mix and 7% annual interest (5% annual interest for
purposes of Article X); provided, however, that for purposes of converting a
retirement benefit or spouse's benefit into a lump sum, the lump sum will be
determined on the basis of the Pension Benefit Guaranty Corporation interest
rate for immediate and deferred annuities on plan terminations in effect on the
January 1 of the calendar year in which such lump sum is paid.

                NOTE: All ages are to be determined as age at nearest
                      birthday; and all conversion factors are not to exceed
                      99%.

         7. In determining the present value of any vested accrued benefit
under this Plan, the interest rate used shall be no greater than the rate that
would be used, as of the distribution date, by the Pension Benefit Guaranty
Corporation for the purposes of determining the present value of a distribution
(immediate or deferred, as is applicable) on plan termination (the "Applicable
Interest Rate").

                                            L-3 Communications Corporation
                                                              Pension Plan

                                       1

<PAGE>



The Applicable Interest Rate used shall be the rate in effect by the PBGC on
the first day of the calendar year that contains the relevant Annuity Starting
Date. The Applicable Interest Rate shall be used only if the present value of
the vested accrued benefit is $25,000 or less, (as a result of using the
Applicable Interest Rate).

         8. However, if after using the Applicable Interest Rate, the present
value of the vested accrued benefit exceeds $25,000, then the present value
shall be recalculated, using an interest rate that is no greater than 120% of
the Applicable Interest Rate. However, in this event, the distributed amount
shall not be reduced to any amount below $25,000.

                                               L-3 Communications Corporation
                                                                 Pension Plan

                                       2

<PAGE>


                        EXHIBIT B. CONTRIBUTORY BENEFITS



<TABLE>
<CAPTION>
                                                                     Monthly Amount of Contributory
Name of Contributory                                                 Benefit Payable as a Life
Participant                                                          Annuity Commencing at Age 55
----------------------                                               ------------------------------
<S>                                                                  <C>
BENENSON, C.                                                                           187.77
CARROLL, MELVIN                                                                         69.84
CIPRIANI, PHILIP                                                                        63.69
DAVIS, ALLEN H.                                                                         47.92
GLEIMER, LEON                                                                           35.29
HISCHE, EDWARD H.                                                                       16.11
IERVOLINO, NICK                                                                         45.24
IRIZARRY, REYNALDO                                                                       3.92
MARCIANO, JOHN                                                                           9.99
OWSICK, ALEXANDER                                                                       37.54
PENN, HAROLD                                                                           144.67
PLOTKIN, MURRAY                                                                         55.07
SACKS, MARVIN                                                                           69.97
SCHWARTZ, WALTER                                                                        30.30
SOLOMON, MURRAY                                                                        161.58
TURF, HAROLD                                                                            32.99
WONG, KENNETH L.                                                                        74.37
</TABLE>

                                                 L-3 Communications Corporation
                                                                   Pension Plan

                                       3