<PAGE>

                                                                    EXHIBIT 10.3

                          EG&G TECHNICAL SERVICES, INC.
                 AMENDED AND RESTATED EMPLOYEES RETIREMENT PLAN

                  Amended and Restated as of December 31, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
ARTICLE

   I       DEFINITIONS                                                                       1

  II       PARTICIPATION                                                                    11

 III       SERVICE                                                                          13

  IV       ELIGIBILITY FOR AND AMOUNT OF PENSION                                            19

   V       PAYMENT OF RETIREMENT INCOME                                                     31

  VI       CONTRIBUTIONS                                                                    39

 VII       ADMINISTRATION OF PLAN                                                           41

VIII       MANAGEMENT OF FUNDS                                                              45

  IX       TOP-HEAVY PROVISIONS                                                             47

   X       RETIREE HEALTH PLAN ACCOUNT                                                      52

  XI       AMENDMENT, MERGER AND TERMINATION                                                57

 XII       MISCELLANEOUS PROVISIONS                                                         60
</TABLE>

<PAGE>

                                  INTRODUCTION

Effective as of August 20, 1999, as amended and restated, EG&G Technical
Services, Inc. adopted the EG&G Technical Services, Inc. Employees Retirement
Plan as a program for providing retirement income and other benefits for the
benefit of certain of its employees and their beneficiaries.

It is intended that this Plan and the trust used to provide benefits hereunder
shall at all times be qualified and tax-exempt within the meaning of Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as now in effect or
hereafter amended, and any other applicable provisions of law.

The Plan is a successor to the EG&G, Inc. Employees Retirement Plan, as it
related to employees and former employees of the Technical Services Division of
EG&G, Inc. (the "Prior Plan").

Except as specified herein, the provisions of the Plan as contained herein shall
apply only to those persons who are in the service of the Employer (as defined
herein) on or after August 20, 1999 or who were participants in the Prior Plan
immediately prior thereto.

<PAGE>

                          EG&G TECHNICAL SERVICES, INC.
                            EMPLOYEES RETIREMENT PLAN

                                    ARTICLE I

                                   DEFINITIONS

1.1      "Accrued Benefit" means, as of any date of determination, the normal
         Retirement Income computed under Section 4.1(b).

1.2      "Annuity Starting Date" means the first day of the month for which
         Retirement Income benefits are paid as an annuity or in any other form.

1.3      "Average Earnings" means with respect to periods of Credited Service
         the average annual Earnings of a Participant during the five years of
         his Credited Service in the last 10 years of his Credited Service
         immediately preceding or ending with his Separation from Service
         affording the highest such average, or during the actual period of his
         Credited Service if less than five consecutive years; provided,
         however, Credited Service after December 31, 2003 shall not be taken
         into account for this purpose. A Participant's Earnings shall be
         annualized for any Computation Period in which he receives credit for
         some portion, but less than a full year, of Credited Service.

1.4      "Beneficiary" means the person or persons named by a Participant by
         written designation filed with the Plan Administrator to receive
         payments after the Participant's death.

1.5      "Board of Directors" means the board of directors of the Company.

1.6      "Break in Service" means a Computation Period in which a Participant
         completes no more than 500 Hours of Service. Hours of Service shall be
         recognized for a "permitted leave of absence" or a "maternity or
         paternity leave of absence" solely

                                                                               1
<PAGE>

         for purposes of determining whether an Employee has incurred a Break in
         Service.

         A "permitted leave of absence" means an unpaid, temporary cessation
         from active employment with the Employer pursuant to a
         nondiscriminatory policy established by the Plan Administrator.

         A "maternity or paternity leave of absence" means an absence from work
         for any period by reason of the Employee's pregnancy, birth of the
         Employee's child, placement of a child with the Employee in connection
         with the adoption of such child, or any absence for the purpose of
         caring for such child for a period immediately following such birth or
         placement. The Hours of Service credited for a "maternity or paternity
         leave of absence" shall be those that would normally have been credited
         but for such absence, or, in any case in which the Plan Administrator
         is unable to determine such hours normally credited, eight Hours of
         Service per day. For this purpose, Hours of Service shall be credited
         for the 12-month period in which the absence from work begins if such
         credit is necessary to prevent the Employee from incurring a Break in
         Service, or in the immediately following 12-month period.

1.7      "Code" means the Internal Revenue Code of 1986, as now in effect or
         hereafter amended.

1.8      "Company" means EG&G Technical Services, Inc. and any successor
         thereto.

1.9      "Computation Period" means a 12-month period beginning on an Employee's
         Employment Commencement Date or Reemployment Commencement Date, if
         applicable, and anniversaries thereof.

1.10     "Covered Contract" means a contract that the Employer enters directly
         into with, or a subcontract by which the Employer enters indirectly
         into a contract with, the

                                                                               2
<PAGE>

         federal government or an agency or instrumentality thereof, the latter
         through another entity that has entered directly into such contract.

1.11     "Covered Contract Employee" means an Employee whose service with the
         Employer, at the relevant time, is primarily devoted to work under a
         Covered Contract and who works at a location listed below.

<TABLE>
<CAPTION>
Location                   Bargaining Representative or Employer Unit
--------                   ------------------------------------------
<S>                        <C>
Huntsville, Alabama        International Brotherhood of Electrical Workers Local No. 558

San Antonio, Texas         MSSA (KDC)

Bloomington, Indiana       Crane, Indiana
</TABLE>

1.12     "Credited Service" means service recognized for purposes of computing
         the amount of any benefit, determined as provided in Section 3.2.

1.13     "Disability" means a Participant's physical or mental condition, as
         determined by the Social Security Administration, that renders him
         eligible to receive disability benefits under Title II of the Social
         Security Act, as amended from time to time. The Plan Administrator will
         apply the provisions of this Section 1.13 in a nondiscriminatory,
         consistent and uniform manner.

1.14     "Earnings" means a Participant's regular base salary or wages from the
         Employer, including salary deferrals under any salary reduction
         agreement under Sections 125, 402(g)(3) or 457 or, effective January 1,
         2001, Section 132(f)(4) of the Code, commissions and severance pay, but
         excluding any bonuses, overtime payments, incentive pay, reimbursements
         or other expense allowances or other adjustments, fringe benefits and
         any other type of special or nonrecurring pay.

                                                                               3
<PAGE>

         The annual Earnings of each Participant taken into account for all Plan
         purposes shall not exceed $160,000, as adjusted by the Secretary of the
         Treasury for increases in the cost of living in accordance with Code
         Section 401(a)(17)(B). The cost-of-living adjustment in effect for a
         calendar year applies to any period, not exceeding 12 months, over
         which Earnings are determined (the "determination period") beginning in
         such calendar year. If a determination period consists of fewer than 12
         months, the limit referred to above will be multiplied by a fraction,
         the numerator of which is the number of months in the determination
         period and the denominator of which is 12.

         If Earnings for any prior determination period are taken into account
         in determining a Participant's benefits accruing in the current Plan
         Year, the Earnings for that prior determination period are subject to
         the annual Earnings limit in effect for that prior determination
         period.

1.15     "Effective Date" means August 20, 1999.

1.16     "Eligible Employee" means any Employee of the Employer, excluding any
         person who is (a) a Covered Contract Employee or (b) included in a unit
         of employees covered by an agreement recognized for purposes of
         collective bargaining with the Employer, provided retirement benefits
         have been the subject of good faith bargaining and such bargaining does
         not provide for coverage under this Plan.

1.17     "Employee" means any person employed by the Employer, other than an
         independent contractor, who receives stated remuneration other than a
         pension, severance pay, retainer or fee under contract. Employees shall
         also include leased employees within the meaning of Code Section
         414(n)(2) unless such leased employees are covered by a money purchase
         pension plan requiring a 10 percent contribution and such leased
         employees do not constitute more than 20 percent of the recipient's
         nonhighly compensated workforce, as defined in

                                                                               4
<PAGE>

         Section 414(n)(5)(C)(ii) of the Code. Notwithstanding any other
         provision of this Plan, the term "Employee" shall not include any
         employee, independent contractor, leased employee or other individual
         unless such individual is contemporaneously treated by an Employer as
         an employee for purposes of this Plan (without regard to any subsequent
         recharacterization or inconsistent determination made by any person or
         entity or by any court, agency or other authority with respect to such
         individual).

1.18     "Employer" means the Company and any subsidiary or affiliated
         organization of the Company that, with the approval of the Board of
         Directors and subject to such considerations as the Board of Directors
         may impose, adopts this Plan.

         In determining a Participant's Hours of Service for purposes of
         eligibility for participation and entitlement to benefits under Section
         1.22, in determining whether an election to change the Limitation Year
         has been made in accordance with Section 1.23, in determining whether
         an Employee has incurred a Separation from Service under Section 1.34,
         in determining the limitations on annual benefits under Section 4.6 and
         the limitation in case of dual plans under Section 4.7 and in
         determining whether the Plan is Top-Heavy under Article IX, the term
         "Employer" shall include any other corporation or business entity that
         must be aggregated with the Employer under Section 414(b), (c) , (m) or
         (o) of the Code, but only for such periods of time when the Employer
         and such other corporation or business entity must be aggregated as
         aforesaid. For purposes of Sections 4.6 and 4.7, such definition of
         "Employer" shall be modified by Section 415(h) of the Code.

1.19     "Employment Commencement Date" means the date on which an Employee
         first performs an Hour of Service.

1.20     "Equivalent Actuarial Value" means equivalent value computed on the
         basis of interest at 7% per annum and the 1971 Group Annuity Mortality
         Table with no loading and projected by Scale E, with a one-year age
         setback for the Participant

                                                                               5
<PAGE>

         and a five-year age setback for any Beneficiary. Actuarial equivalence
         for purposes of Section 4.6 shall be computed on the basis of interest
         at 5% per annum and the 1983 Group Annuity Mortality Table (Unisex).
         Actuarial equivalence for purposes of Section 5.1(c) shall be computed
         on the basis of (a) the annual rate of interest on 30-year Treasury
         securities for the second calendar month preceding the first day of the
         Plan Year that contains the Annuity Starting Date and (b) the mortality
         table prescribed by the Secretary of the Treasury that is based on the
         prevailing commissioners' standard table, described in Section
         807(d)(5)(A) of the Code, that is used to determine reserves for group
         annuity contracts issued on the date as of which present value is being
         determined, without regard to any other subparagraph of Section
         807(d)(5), as published in Revenue Ruling 95-6 or any governmental
         ruling or publication superseding that Ruling.

1.21     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         now in effect or as hereafter amended.

1.22     "Hour of Service" means, with respect to any applicable Computation
         Period,

         (a)      each hour for which the Employee is paid or entitled to
                  payment for the performance of duties for the Employer,

         (b)      each hour for which an Employee is paid or entitled to payment
                  by the Employer on account of a period during which no duties
                  are performed, whether or not the employment relationship has
                  terminated, but not more than 501 hours for any single
                  continuous period, and

         (c)      each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer,
                  excluding any hour credited under (a) or (b).

                                                                               6
<PAGE>

         For purposes of this Section 1.22, performance of duties for EG&G, Inc.
         prior to the Effective Date shall constitute performance of duties for
         the Employer.

         No hours shall be credited on account of any period during which the
         Employee performs no duties and receives payment solely for the purpose
         of reimbursement for medical or medically related expenses incurred by
         the Employee for the purpose of complying with unemployment
         compensation, worker's compensation or disability insurance laws. The
         Hours of Service credited shall be determined as required by Title 29
         of the Code of Federal Regulations, Section 2530.200b - 2(b) and (c).

1.23     "Limitation Year" means the calendar year, unless otherwise selected by
         the Employer in a manner consistent with that described in Section
         1.415-2(b)(2) of the Treasury Regulations.

1.24     "Normal Retirement Age" means the age determined in accordance with the
         following table:

<TABLE>
<CAPTION>
 Year of Birth                         Age
 -------------                         ---
<S>                                    <C>
1937 and earlier                        65
1938 - 1942                             65 plus 2 months per year
1943 - 1954                             66
1955 - 1959                             66 plus 2 months per year
1960 and later                          67
</TABLE>

1.25     "Normal Retirement Date" means the first day of the month next
         following the month in which the Participant attains his Normal
         Retirement Age.

1.26     "Participant" means any Eligible Employee participating in the Plan, as
         provided in Article II, or any former Employee whose participation has
         not ceased pursuant to Section 2.2.

                                                                               7
<PAGE>

1.27     "Plan" means the EG&G Technical Services, Inc. Employees Retirement
         Plan, as set forth herein and as amended from time to time.

1.28     "Plan Administrator" means the person, persons or committee designated
         by the Board of Directors to administer the Plan in accordance with
         Article VII. In the absence of any such designation, the Company shall
         be the Plan Administrator.

1.29     "Plan Year" means (a) the period commencing on the Effective Date and
         ending on the next following December 31 and (b) the 12-month period
         commencing on each January 1 thereafter and ending on the next
         following December 31.

1.30     "Prior Plan" means the EG&G, Inc. Employees Retirement Plan.

1.31     "Qualified Joint and Survivor Annuity" means Retirement Income
         described in Section 5.1(b).

1.32     "Reemployment Commencement Date" means the first date following an
         Employee's Break in Service on which the Employee again performs an
         Hour of Service.

1.33     "Retirement Income" means monthly payments under the Plan as provided
         in Article V.

1.34     "Separation from Service" means an Employee's death, resignation or
         discharge from Service with the Employer.

1.35     "Service" means service with an Employer or predecessor employer
         recognized for purposes of determining eligibility for participation in
         the Plan and entitlement to certain benefits under the Plan, determined
         as provided in Sections 1.43 and 3.1. Notwithstanding any other
         provision of this Plan to the contrary, Service credit with

                                                                               8
<PAGE>

         respect to qualified military service will be provided in accordance
         with Section 414(u) of the Code.

1.36     "Social Security Retirement Age" means the age used as the retirement
         age under Section 216(l) of the Social Security Act, applied without
         regard to the age increase factor and as if the early retirement age
         under Section 216(l)(2) of such Act were 62.

1.37     "Social Security Tax Base" means the average (without indexing) of the
         Social Security Wage Bases in effect for each calendar year during the
         35-year period ending with the last day of the calendar year in which
         the Participant attains (or will attain) Normal Retirement Age. In
         determining a Participant's Social Security Tax Base for a Plan Year,
         the Social Security Wage Base for all calendar years beginning after
         the first day of the Plan Year is assumed to be the same as the Social
         Security Wage Base in effect as of the beginning of the Plan Year. A
         Participant's Social Security Tax Base for a Plan Year after the
         35-year period described in this Section shall be the Participant's
         Social Security Tax Base for the Plan Year during which the 35-year
         period ends. A Participant's Social Security Tax Base for a Plan Year
         prior to the 35-year period described in this Section shall be the
         Social Security Wage Base in effect at the beginning of the Plan Year.
         A Participant's Social Security Tax Base shall be automatically
         adjusted each Plan Year to reflect changes in the Social Security Wage
         Base.

1.38     "Social Security Wage Base" means the contribution and benefit base
         taken into account under Section 230 of the Social Security Act.

1.39     "Spouse" means the lawful spouse to whom the Participant was married on
         the date Retirement Income payments commence under the Plan, or if
         Retirement Income payments had not commenced, the lawful spouse to whom
         the Participant was married on the Participant's date of death.

                                                                               9
<PAGE>

1.40     "Trust Agreement" means the agreement, as amended from time to time,
         entered into between the Company and the Trustee to carry out the
         purposes of the Plan.

1.41     "Trust Fund" means the cash or other property held by the Trustee in
         accordance with the provisions of the Trust Agreement and the Plan.

1.42     "Trustee" means the trustee or trustees appointed by the Company and
         acting in accordance with Article VIII.

1.43     "Year of Service" means a Computation Period during which an individual
         completes at least 1,000 Hours of Service.

1.44     "Year of Vesting Service" means a Computation Period during which
         Service is recognized for purposes of determining entitlement to
         certain benefits under the Plan, determined as provided in Section 3.1.

Whenever used herein, the masculine gender includes the feminine and the plural
shall include the singular unless the context clearly requires otherwise.

                                                                              10
<PAGE>

                                   ARTICLE II

                                  PARTICIPATION

2.1      Participation Requirements

(a)      Every Eligible Employee on the Effective Date who was a participant in
         the Prior Plan immediately prior to the Effective Date shall become a
         Participant in the Plan as of the Effective Date.

(b)      Every other Eligible Employee who is not already a Participant pursuant
         to paragraph (a) above shall become a Participant immediately after his
         completion of one Year of Service.

(c)      In order to become a Participant, an Eligible Employee must complete an
         enrollment form prescribed by the Plan Administrator.

2.2      Events Affecting Participation

(a)      An Employee's participation in the Plan shall end when he is no longer
         employed by the Employer if he is not entitled to either an immediate
         or a deferred Retirement Income under the Plan. Participation shall
         continue and Service shall continue to be granted while a Participant
         is on authorized leave of absence or during a period while he is not an
         Eligible Employee but remains in the employ of the Employer, but no
         Credited Service shall be counted for that period, except as
         specifically provided in Article III and Section 4.8. Any Earnings of
         such a Participant while his status is other than that of an Eligible
         Employee shall be disregarded for all Plan purposes.

(b)      If an Employee transfers from an employment status with an Employer
         other than as an Eligible Employee and thereby becomes an Eligible
         Employee, he shall become a Participant immediately after the date on
         which he completes the

                                                                              11
<PAGE>

         requirements of Section 2.1. No Credited Service shall be counted for
         the period of time prior to his becoming a Participant, except as
         specifically provided in Article III and Section 4.8.

2.3      Participation upon Reemployment

         If an Employee's participation in the Plan ends and he again becomes an
         Eligible Employee, he shall again become a Participant as of his
         Reemployment Commencement Date provided he has not incurred a Break in
         Service.

2.4      Plan Closed to New Participants

         No individual who first becomes an Eligible Employee of, is first
         offered employment with or who first executes an employment agreement
         with the Employer for a position as an Eligible Employee after June 30,
         2003 shall be considered or become a Participant.

2.5      Participation Upon Reemployment or Transfer to an Eligible Unit After
         June 30, 2003

         Notwithstanding Section 2.4, if the participation of an Eligible
         Employee who was a Participant in the Plan ends or has ended and he
         again becomes an Eligible Employee on or after July 1, 2003, he shall
         again become a Participant as of his Reemployment Commencement Date
         provided he has not incurred a Break in Service. However, if an
         Eligible Employee ceases or has ceased to be an Eligible Employee prior
         to becoming a Participant, whether as a result of termination of
         employment with the Employer or transfer to an ineligible unit, and he
         then again on or after July 1, 2003 becomes an Employee or transfers
         back to an eligible unit, such individual shall not be eligible to
         become a Participant in the Plan.

                                                                              12
<PAGE>

                                   ARTICLE III

                                     SERVICE

3.1      Service and Vesting Service

(a)      Except as otherwise provided in this Plan, all service with the
         Employer rendered by an Employee counts as Service. A Computation
         Period described in Section 1.43 counts as a full Year of Service and a
         Computation Period in which an Employee completes at least 1,000 Hours
         of Service counts as a full Year of Vesting Service. Except as provided
         in paragraph (b) below, no Vesting Service is counted for any
         Computation Period in which an Employee completes less than 1,000 Hours
         of Service. If an Employee who has not completed five Years of Vesting
         Service has a Break in Service in which the number of consecutive
         one-year Breaks in Service equals or exceeds five, excluding any Years
         of Vesting Service disregarded under this sentence by reason of any
         earlier Break in Service, the service rendered before the Break in
         Service shall be excluded from his Vesting Service.

(b)      A period during which an Employee is on a leave of absence approved by
         the Employer shall not be considered as a Break in Service. Under rules
         uniformly applicable to all Employees similarly situated, the Employer
         shall credit Vesting Service for any portion of that period of leave
         that is not counted as Vesting Service under paragraph (a) of this
         Section, provided that the Employee returns to Service at or before the
         end of such leave of absence. An Employee who fails to return to
         Service at or before the end of such a leave of absence will be
         considered to have incurred a Separation from Service as of the later
         of (i) the last day of Service with an Employer or (ii) the date on
         which the Employee's failure to return was due to his death, Disability
         or retirement in accordance with Section 4.1 or 4.2.

                                                                              13
<PAGE>

         A period during which an Employee is laid off due to a reduction in
         work force shall not be considered as a Break in Service. Under rules
         uniformly applicable to all Employees similarly situated, the Employer
         shall credit Vesting Service for the period of layoff that is not
         counted as Vesting Service under paragraph (a) of this Section,
         provided that the Employee returns to Service within the one-year
         period following the beginning of the layoff. An Employee who fails to
         return to Service before the end of such one-year period will be
         considered to have incurred a Separation from Service as of the last
         day of Service with an Employer.

3.2      Credited Service

(a)      A Participant who normally works the regular full-time work week for
         his Employer, whether or not considered a regular or temporary Employee
         by the Employer, shall be credited with a full year of Credited Service
         for each calendar year of his employment with an Employer, other than
         as a Covered Contract Employee . If a Participant described in the
         previous sentence completes less than a full year of Credited Service
         for the calendar year in which his Employment Commencement Date or
         Separation from Service occurs, he shall be credited with one-twelfth
         (1/12) of a year of Credited Service for each month of employment with
         an Employer, rounded to the nearest month.

(b)      A Participant who does not normally work the regular full-time work
         week for his Employer, whether or not considered a regular or temporary
         Employee by the Employer, shall be credited with one-twelfth (1/12) of
         a year of Credited Service for each 173-1/3 Hours of Service completed
         as an Employee, other than a Covered Contract Employee, described in
         this paragraph (b).

(c)      A Participant shall be credited with Credited Service for any period
         during which he is on an approved leave of absence for medical or
         military reasons that is counted as Vesting Service as provided in
         Section 3.1(b). The Earnings for a period of

                                                                              14
<PAGE>

         absence that is counted as Credited Service shall be the Participant's
         rate of Earnings in effect immediately before the period of absence.

3.3      Restoration of Retired Participant or Other Former Employee to Service

(a)      If a Participant in receipt of a Retirement Income is restored to
         service as an Eligible Employee on or after his Normal Retirement Date,
         the following shall apply:

         (i)      His Retirement Income shall be suspended for each month during
                  the period of restoration that constitutes a "month of
                  suspension service" and he shall be granted Credited Service
                  with respect to such periods of restoration as otherwise
                  provided by Section 3.2. A month of suspension service is a
                  month in which the Participant completes at least 40 Hours of
                  Service with the Employer.

         (ii)     If the Participant's death occurs during the period of
                  restoration, any Retirement Income to which he would have been
                  entitled had he retired immediately prior to his date of
                  death, based on the benefit formula then in effect and his
                  Earnings and Credited Service before and after the period when
                  he was not in the service of the Employer, reduced by an
                  amount of Equivalent Actuarial Value to the benefits he
                  received before the date of his restoration to service, shall
                  be payable to his surviving Spouse or, alternatively, any
                  payments under an optional benefit, if one has been elected
                  and become effective, shall begin.

         (iii)    Upon later retirement, payment of the Participant's Retirement
                  Income, based on the benefit formula then in effect and his
                  Earnings and Credited Service before and after the period when
                  he was not in the service of the Employer, reduced by an
                  amount of Equivalent Actuarial Value to the benefits he
                  received before the date of his restoration to service, shall
                  begin

                                                                              15
<PAGE>

                  no later than the third month after the month in which the
                  Participant ceases to be employed in suspension service and
                  shall be adjusted, if necessary, to recover Retirement Income
                  payments erroneously made after his restoration to service, in
                  compliance with Title 29 of the Code of Federal Regulations,
                  Section 2530.203-3 in a consistent and nondiscriminatory
                  manner.

(b)      If a Participant in receipt of Retirement Income is restored to service
         with the Employer before his Normal Retirement Date, the following
         shall apply:

         (i)      His Retirement Income shall cease and any election of an
                  optional benefit in effect shall be void.

         (ii)     Any Vesting Service and Credited Service to which he was
                  entitled at the time of his Separation from Service shall be
                  restored to him as of his Reemployment Commencement Date.

         (iii)    Upon later retirement or termination his Retirement Income
                  shall be based on the benefit formula then in effect and his
                  Earnings and Credited Service before and after the period when
                  he was not in the service of the Employer, reduced by an
                  amount of Equivalent Actuarial Value to the benefits he
                  received before the date of his restoration to service.

         (iv)     The part of the Participant's Retirement Income upon later
                  retirement payable with respect to Credited Service rendered
                  before his previous Separation from Service shall never be
                  less than the amount of his previous Retirement Income
                  modified to reflect any option in effect on his later
                  retirement.

(c)      If a Participant not in receipt of a Retirement Income or a former
         Participant is restored to service without having had a Break in
         Service, his Vesting Service and

                                                                              16
<PAGE>

         Credited Service shall be determined as provided in Sections 3.1, and
         3.2, and, if applicable, he shall again become a Participant as of his
         Reemployment Commencement Date.

(d)      If a Participant not in receipt of a Retirement Income or a former
         Participant who received a single-sum settlement in lieu of his
         Retirement Income is restored to service with the Employer after having
         had a Break in Service, the following shall apply:

         (i)      The Vesting Service to which he was previously entitled shall
                  be restored to him, and, if applicable, he shall again become
                  a Participant as of his Reemployment Commencement Date.

         (ii)     Any Credited Service to which the Participant was entitled at
                  the time of his Separation from Service that is included in
                  the Vesting Service so restored shall not be restored to him.

         (iii)    Upon later termination or retirement of a Participant whose
                  previous Vesting Service has been restored under this
                  paragraph (d), his Retirement Income shall be based on the
                  benefit formula then in effect and his Earnings and Credited
                  Service after the period when he was not in the service of the
                  Employer.

(e)      If any other former Participant is restored to service with the
         Employer after having had a Break in Service, the following shall
         apply:

         (i)      He shall again become a Participant as of his Reemployment
                  Commencement Date.

         (ii)     The Vesting Service to which he was previously entitled shall
                  be restored to him, except that with respect to a former
                  Participant who had not completed

                                                                              17
<PAGE>

         five Years of Vesting Service, such Vesting Service shall be restored
         to him if the total number of consecutive one-year Breaks in Service
         does not equal or exceed five.

         (iii)    Any Credited Service to which the Participant was entitled at
                  the time of his Separation from Service that is included in
                  the Vesting Service so restored shall be restored to him.

         (iv)     If a Participant's Credited Service has been restored under
                  this paragraph (e), his Retirement Income, if any, shall be
                  based on the benefit formula then in effect and his Earnings
                  and Credited Service before and after the period when he was
                  not in the service of the Employer.

                                                                              18
<PAGE>

                                   ARTICLE IV

                      ELIGIBILITY FOR AND AMOUNT OF PENSION

4.1      Normal Retirement

(a)      The right of a Participant to his normal Retirement Income shall be
         nonforfeitable on attainment of his Normal Retirement Age. A
         Participant may retire from service on a normal Retirement Income
         beginning on his Normal Retirement Date or he may postpone his
         retirement and remain in service after his Normal Retirement Date.

         If the Participant postpones his retirement, he shall be retired from
         service on a normal Retirement Income beginning on the first day of the
         calendar month immediately after the Employer receives his written
         application to retire.

         If a Participant's retirement is postponed beyond his Normal Retirement
         Date, then he shall be granted Credited Service, as otherwise provided
         in this Plan, with respect to all periods beginning on and after his
         Normal Retirement Date. Such a Participant's Retirement Income shall be
         determined on the basis of his Credited Service and Earnings both
         before and after his Normal Retirement Date.

         Notwithstanding the foregoing, if the Participant was not given a
         notice of suspension of benefits in accordance with Section
         411(a)(3)(B) of the Code, the Participant's Accrued Benefit as of the
         end of each Plan Year following his Normal Retirement Date shall be the
         greater of the amount described in the preceding sentence or the
         Equivalent Actuarial Value of his Accrued Benefit, determined as of the
         later of his Normal Retirement Date or the end of the prior Plan Year.
         If a Participant's Accrued Benefit is actuarially increased under the
         preceding sentence, such actuarial increase shall be reduced by any
         actuarial increase of his Accrued Benefit under Section 5.4(b) because
         the Participant remains an Employee after attaining age 70-1/2.

                                                                              19
<PAGE>

(b)      Effective January 1, 2004 and subject to the provisions of Section 5.1,
         the normal monthly Retirement Income payable upon retirement on or
         after Normal Retirement Date shall be equal to greater of (i) or (ii),
         where

                  (i)      Equals the sum of (A) and (B), where

                           (A)      Equals the benefit accrued as of December
         31, 2003 and determined as one-twelfth of the sum of (1) 0.85% of the
         Participant's Average Earnings determined as of December 31, 2003,
         multiplied by the Participant's Credited Service as of December 31,
         2003, plus (2) an additional 0.75% of the Participant's Average
         Earnings, determined as of December 31, 2003, in excess of the Social
         Security Tax Base determined as of December 31, 2003 multiplied by the
         Participant's Credited Service as of December 31, 2003 (up to a maximum
         of 35 years),

                           and

                           (B)      Equals for each individual one-twelfth of
         the sum of the following calculations for each calendar year beginning
         after December 31, 2003 that such individual is a Participant: (1)
         0.65% of the individual's Earnings while a Participant for such year,
         plus (2) an additional 0.65% of the individual's Earnings while a
         Participant for such year in excess of 50% of the Social Security Wage
         Base for the applicable year, provided that for purposes of the
         calculation made pursuant to this Section 4.1(b)(i)(B)(2) no Earnings
         of an individual whether as a Participant or not shall be included once
         such individual has completed 35 years of Credited Service.

                  (ii)     Equals $70.83.

(c)      Notwithstanding any other provision of this Plan to the contrary, the
         Accrued Benefit of a Participant as determined under Section 4.1(b)
         shall not be less than

                                                                              20
<PAGE>

         the Accrued Benefit of such Participant on December 31, 2003 as
         calculated under the provisions of the Plan as in effect on December
         31, 2003 prior to this Amendment.

4.2      Early Retirement

(a)      A Participant who has not reached his Normal Retirement Date but who
         has reached (i) an age that is within 10 years of his Normal Retirement
         Age or (ii) his 55th birthday in the case of a Participant who was a
         participant in the Prior Plan as of December 31, 1988, and completed 10
         Years of Vesting Service shall be retired from service on an early
         Retirement Income on the first day of the calendar month after the Plan
         Administrator receives his written application to retire.

(b)      The early Retirement Income shall be a deferred Retirement Income
         beginning on the Participant's Normal Retirement Date and, subject to
         the provisions of Section 5.1, shall be equal to his Accrued Benefit.
         However, subject to the provisions of Section 4.2(a) the Participant
         may elect to receive an early Retirement Income beginning on the first
         day of any calendar month before his Normal Retirement Date. In that
         case, the Participant's Retirement Income that otherwise would have
         commenced on his Normal Retirement Date shall be as follows:

                          (i) With respect to that portion of the Participant
         Retirement Income accrued on or prior to December 31, 2003 as set forth
         in Section 4.1(b)(i)(A) of the Plan as amended above by item 6 of this
         Amendment to the Plan, the Participant's Retirement Income that
         otherwise would have commenced on his Normal Retirement Date shall be
         reduced for early commencement by 6.7% for each of the first five full
         years, 3.3% for each of the next five years and 5% for each of the next
         two years by which the Annuity Starting Date precedes the Participant's
         Normal Retirement Date, except that in the case of a Participant who
         has completed at least 30 Years of Vesting Service, the reduction
         applicable to the portion of the benefit determined under Section
         4.1(b)(i)(A)(1) of the Plan as amended by item 6 of this Amendment or
         the amount of the benefit determined under Section 4.1(b)(ii) of the
         Plan as

                                                                              21
<PAGE>

         amended by item 6 of this Amendment shall be none for the first three
         full years, 8.4% for each of the next two years and 4.2% for each of
         the next seven years by which the Annuity Starting Date precedes the
         Participant's Normal Retirement Date. Any reduction described in the
         preceding sentence shall be applied proportionately to each monthly
         interval.

                          (ii)With respect to that portion of the Participant's
         Retirement Income accrued on or after January 1, 2004 as set forth in
         Section 4.1(b)(i)(B) of the Plan as amended above by item 6 of this
         Amendment to the Plan, the Participant's Retirement Income that
         otherwise would have commenced on his Normal Retirement Date shall be
         reduced for early commencement by 6.7% for each of the first five full
         years, 3.3% for each of the next five years and 5% for each of the next
         two years by which the Annuity Starting Date precedes the Participant's
         Normal Retirement Date. Any reduction described in the preceding
         sentence shall be applied proportionately to each monthly interval.

4.3      Vesting

(a)      A Participant shall have a 100 per cent vested nonforfeitable right to
         his Accrued Benefit upon attainment of his Normal Retirement Age or
         upon completion of five Years of Vesting Service. If the Participant's
         employment with the Employer is subsequently terminated for reasons
         other than retirement or death, he shall be eligible for a vested
         Retirement Income after the Plan Administrator receives his written
         application for the Retirement Income.

(b)      The vested Retirement Income shall begin on the Participant's Normal
         Retirement Date and, subject to the provisions of Section 5.1, shall be
         equal to his Accrued Benefit as of his date of Separation from Service.
         However, a Participant who has completed 10 Years of Vesting Service
         may elect to have his vested Retirement Income begin on the first day
         of any calendar month after his attainment of the age

                                                                              22
<PAGE>

         described in Section 4.2(a) and before his Normal Retirement Date. In
         that event, the Participant's Retirement Income that otherwise would
         have commenced on his Normal Retirement Date shall be reduced for early
         commencement in accordance with the provisions of Section 4.2(b).

4.4      Disability Retirement

(a)      A Participant who has not reached his Normal Retirement Date but who
         has completed at least 10 Years of Vesting Service and incurred a
         Disability shall be eligible to receive a Disability Retirement Income
         commencing on his Normal Retirement Date or on the first day of any
         month on or after his eligibility for early retirement pursuant to
         Section 4.2(a).

(b)      The Disability Retirement Income of a Participant commencing on his
         Normal Retirement Date shall be his normal Retirement Income determined
         in accordance with Section 4.1, except that (i) the Participant's
         Average Earnings shall be determined by assuming that his Earnings
         continued during the period of his Disability at the same rate as in
         effect on the date of his Separation from Service, (ii) Credited
         Service shall continue to be granted during the period of his
         Disability in accordance with the Participant's normal work schedule
         and (iii) the Participant's long-term disability payments under an
         Employer-sponsored plan will be reduced by the amount of his normal
         Retirement Income payable under this Plan.

(c)      The Disability Retirement Income of a Participant commencing on or
         after his eligibility for early retirement shall be his early
         Retirement Income determined in accordance with Section 4.2(b), except
         that (i) the Participant's Average Earnings shall be determined by
         assuming that his Earnings continued during the period of his
         Disability at the same rate as in effect on the date of his Separation
         from Service, (ii) Credited Service shall continue to be granted during
         the period of his Disability in accordance with the Participant's
         normal work schedule and (iii) the Participant's long-term disability
         payments under an

                                                                              23
<PAGE>

         Employer-sponsored plan will be reduced by the amount of his early
         Retirement Income payable under this Plan.

4.5      Qualified Pre-Retirement Spouse's Retirement Income

(a)      A Qualified Pre-Retirement Spouse's Retirement Income is payable to the
         surviving Spouse of a Participant who at the time of his death had a
         nonforfeitable vested right to his Accrued Benefit. Such surviving
         Spouse shall receive a Qualified Pre-Retirement Spouse's Retirement
         Income, which is of Equivalent Actuarial Value to the form of benefit
         described in Section 5.1(a) that would begin on the Participant's
         Normal Retirement Date, calculated in accordance with (i) or (ii) as
         follows, whichever is applicable:

         (i)      If the Participant's date of death occurred prior to the
                  earliest date on which he could have elected to receive
                  Retirement Income pursuant to Section 4.2, 4.3 or 4.4
                  ("earliest retirement age"), such Qualified Pre-Retirement
                  Spouse's Retirement Income shall be calculated as if the
                  Participant had terminated employment on his date of death or
                  on his date of termination of employment, if earlier, had
                  survived to his earliest retirement age, had elected to retire
                  at that time and have payments commence immediately in the
                  form of a Qualified Joint and Survivor Annuity of Equivalent
                  Actuarial Value to the Retirement Income that otherwise would
                  be payable pursuant to Section 5.1(a) and had died on the day
                  after his earliest retirement age. Benefits may commence as
                  early as the date on which the Participant would have attained
                  his earliest retirement age, subject to the provisions of
                  Section 5.3. Benefits commencing after the date on which the
                  Participant would have attained his earliest retirement age
                  shall be of Equivalent Actuarial Value to the benefit the
                  surviving Spouse would have been entitled to if payments had
                  commenced immediately in accordance with this paragraph
                  (a)(i).

                                                                              24
<PAGE>

         (ii)     If the Participant's date of death occurred on or after his
                  earliest retirement age, such Qualified Pre-Retirement
                  Spouse's Retirement Income shall be calculated as if the
                  Participant had retired on the day before his death or on his
                  date of termination of employment, if earlier, with payments
                  commencing immediately in the form of a Qualified Joint and
                  Survivor Annuity of Equivalent Actuarial Value to the
                  Retirement Income that otherwise would be payable pursuant to
                  Section 5.1(a) and had died on the day after his retirement.
                  The surviving Spouse may elect to commence payment under such
                  annuity within a reasonable period after the Participant's
                  death. Benefits that commence later than those that would have
                  been paid to the surviving Spouse under a Qualified Joint and
                  Survivor Annuity shall be actuarially adjusted to reflect the
                  delayed payment.

(b)      The Qualified Pre-Retirement Spouse's Retirement Income shall be paid
         in monthly installments to, and during the life of, the Participant's
         surviving Spouse. The earliest period for which the surviving Spouse
         may receive a Spouse's benefit shall be the month in which the
         Participant would have attained his earliest retirement age.

4.6      Maximum Benefits

(a)      For purposes of this Section 4.6, and applying the limitations of Code
         Section 415, compensation shall include any amount which is contributed
         or deferred by the Employer on behalf of and at the election of a
         Participant and which is not includible in gross income by reason of
         Code Section 125, 402(g)(3) or 457 or, effective January 1, 2001, Code
         Section 132(f)(4).

(b)      For purposes of determining whether the limitation contained in the
         first sentence of paragraph (a) has been satisfied, in the case of any
         benefit that may commence prior to a Participant's Social Security
         Retirement Age but on or after

                                                                              25
<PAGE>

         the Participant's attainment of age 62, the dollar limitation of Code
         Section 415(b)(1)(A) shall be reduced by 5/9 of 1% for each of the
         first 36 months and 5/12 of 1% for each of the next 24 months (if
         applicable) by which benefits commence before the month in which the
         Participant attains Social Security Retirement Age.

(c)      For purposes of determining whether the limitation contained in the
         first sentence of paragraph (a) has been satisfied, any benefit that
         may commence in a form other than a straight life annuity or, in the
         case of any benefit that may commence prior to a Participant's
         attainment of age 62, the dollar limitation of Code Section
         415(b)(1)(A), shall be adjusted so that it is of Equivalent Actuarial
         Value to the limitation for a benefit payable as a straight life
         annuity or the dollar limitation for a benefit commencing at age 62,
         whichever is applicable, using whichever of the following produces the
         lower applicable limitation: (i) the interest rate and mortality table
         specified in the second sentence of Section 1.20 or (ii) the interest
         rate and mortality table specified in the first sentence of Section
         1.20 (with respect to a benefit payable in a form other than a straight
         life annuity) or the early retirement reduction factors described in
         Section 4.2(b) (with respect to a benefit commencing prior to age 62).
         In the case of any benefit that may commence on or after the
         Participant's Social Security Retirement Age, the dollar limitation of
         Code Section 415(b)(1)(A) shall be adjusted so that it is of Equivalent
         Actuarial Value to the dollar limitation for a benefit commencing at
         the Social Security Retirement Age by using the interest rate that is
         the lesser of the interest rate specified in the first sentence of
         Section 1.20 or 5 percent.

(d)      The dollar limitation of Code Section 415(b)(1)(A) shall be adjusted
         annually for increases in the cost of living, as determined by the
         Secretary of the Treasury under Code Section 415(d).

(e)      For purposes of this Section and Section 4.7, references to annual
         amounts of

                                                                              26
<PAGE>

         benefits or contributions shall be for a Limitation Year.

4.7      Limitation in Case of Dual Plans

         If a Participant is also participating in one or more defined
         contribution plans of an Employer, the annual additions (as defined in
         Code Section 415(c)(2)) to such defined contribution plans shall be
         limited (or reduced, if applicable) so that a "combined benefit factor"
         in excess of 1.0 shall not result, pursuant to Code Section 415(e). The
         provisions of this Section 4.7 will cease to apply on and after any
         Limitation Year beginning after December 31, 1999.

4.8      Transfers and Employment

(a)      If an Employee becomes employed by the Employer in any capacity other
         than as an Eligible Employee, he shall retain any Credited Service he
         has under this Plan and future Service with the Employer shall count as
         Years of Vesting Service under the Plan. Upon his later retirement or
         termination of employment with the Employer, any benefits to which he
         is entitled under the Plan shall be determined under the Plan
         provisions in effect on the date he ceases to be an Eligible Employee
         and only on the basis of his Credited Service accrued while he was an
         Eligible Employee.

(b)      Subject to the Break in Service provisions of Article III, if a person
         who is originally employed by the Employer in any capacity other than
         as an Eligible Employee becomes an Eligible Employee, his period of
         Service with the Employer before becoming an Eligible Employee shall
         count as Vesting Service under the Plan. Upon his later retirement or
         termination of employment, the benefits payable under the Plan shall be
         computed under the Plan provisions in effect at that time and only on
         the basis of the Credited Service accrued while he is an Eligible
         Employee.

                                                                              27
<PAGE>

                                    ARTICLE V

                          PAYMENT OF RETIREMENT INCOME

5.1      Automatic Form of Payment

(a)      If a Participant does not have a Spouse on his Annuity Starting Date,
         and if he has not elected an optional benefit as provided in Section
         5.2, his Retirement Income shall be payable in monthly installments
         ending with the last monthly payment before death.

(b)      If a Participant has a Spouse on his Annuity Starting Date, and if he
         has not elected an optional form of payment as provided in Section 5.2,
         his Retirement Income shall be a Qualified Joint and Survivor Annuity.
         The Qualified Joint and Survivor Annuity provides Retirement Income to
         the Participant for his life in an amount that is of Equivalent
         Actuarial Value to the Retirement Income otherwise payable pursuant to
         Section 5.1(a). Upon the Participant's death on or after his Annuity
         Starting Date, 50 per cent of the initial amount of monthly Retirement
         Income payable to the Participant will be paid to, and during the life
         of, the surviving Spouse.

(c)      In any case, a single sum payment of Equivalent Actuarial Value shall
         be made in lieu of all benefits if the present value of any Retirement
         Income does not exceed at the Annuity Starting Date or has not exceeded
         at the time of any prior distribution $5,000. The single sum payment
         will be made as soon as practicable following the Participant's
         Separation from Service. If a Participant's vested Retirement Income is
         zero, a single sum payment of Equivalent Actuarial Value shall be
         deemed to have been paid and the entire Accrued Benefit shall be
         treated as a forfeiture and applied as provided in Section 6.1. If such
         Participant again becomes a Participant before incurring five
         consecutive one-year Breaks in Service, his Accrued Benefit will be
         restored to the amount of such Accrued Benefit on the date of the
         deemed distribution.

                                                                              28
<PAGE>

5.2      Optional Forms of Payment

         Any Participant may, by written notice received by the Plan
         Administrator during the election period specified in Section 5.3,
         elect to convert the Retirement Income otherwise payable to him into an
         optional benefit of Equivalent Actuarial Value, as provided in one of
         the options named below. However, if the Beneficiary selected is not
         the Participant's Spouse or if the option selected is not a joint and
         survivor form of benefit, the amount of the monthly benefit payable to
         the Beneficiary pursuant to the option shall not exceed the applicable
         percentage of the Retirement Income payable to the Participant during
         his lifetime determined under Proposed Treasury Regulation
         Section 1.401(a)(9)-2 Q&A-6(b).

         Option 1.         Retirement Income payable pursuant to Section 5.1(a),
                           even if the Participant has a Spouse.

         Option 2.         A modified Retirement Income payable during the
                           Participant's life and after his death payable at the
                           rate of 50 or 100 per cent of his modified Retirement
                           Income, as the Participant elects, during the life of
                           and to the Beneficiary named by him when he elected
                           the option.

         Option 3.         A modified Retirement Income payable in monthly
                           installments ending with the last monthly payment
                           before death, unless the Participant has not received
                           120 monthly payments (the "period certain"), in which
                           case payments shall continue to be made to his
                           Beneficiary until all guaranteed payments have been
                           made. If the Beneficiary also dies before the
                           expiration of the period certain, a single sum
                           payment of Equivalent Actuarial Value to the
                           remaining guaranteed payments shall be paid to the
                           estate of the last to survive of the Participant and
                           his Beneficiary. In no event, however, shall payments
                           under this Option 3 extend beyond the

                                                                              29
<PAGE>

                           joint and last survivor expectancy of the Participant
                           and his Beneficiary.

         Option 4.         Retirement Income payable in monthly installments
                           during the Participant's life, beginning only on an
                           Annuity Starting Date that is prior to the first day
                           on which the Participant would otherwise be entitled
                           (upon proper application) to receive his old age
                           Social Security benefit, whether or not on a reduced
                           basis because of early commencement of such old age
                           benefit. Retirement Income payments on or after such
                           first day shall be adjusted to provide, insofar as
                           practicable, that the total of such Retirement Income
                           and the estimated primary old age Social Security
                           benefit payable on such first day shall equal the
                           monthly amount of Retirement Income payments prior to
                           such first day.

5.3      Election of Options

(a)      The Plan Administrator, no less than 30 days and no more than 90 days
         prior to the Participant's Annuity Starting Date, shall furnish each
         Participant a written explanation in nontechnical language of (i) the
         terms and conditions of the Qualified Joint and Survivor Annuity
         provided by Section 5.1(b), (ii) the financial effect upon the
         Participant's Retirement Income if he instead elects payment under one
         of the optional forms described in Section 5.2, (iii) in the case of a
         married Participant the rights of the Participant's Spouse to consent
         or not to consent to the Participant's election of an optional form of
         payment and (iv) the right of the Participant to make, and to revoke,
         an election under Section 5.2. An election under Section 5.2 may be
         made at any time after that information is furnished to the Participant
         and before the Participant's Annuity Starting Date; provided that the
         period during which the election may be made shall be the 90-day period
         ending on the Participant's Annuity Starting Date. An election of an
         option under Section 5.2 may be revoked on a form supplied by the Plan
         Administrator, and a new

                                                                              30
<PAGE>

         election may be made at any time and any number of times during the
         applicable election period.

(b)      An election of an option under Section 5.2 shall be made by written
         notice received by the Plan Administrator prior to the Participant's
         Annuity Starting Date. The election shall become effective on the
         Participant's Annuity Starting Date. The Participant may revoke his
         option by written notice to the Plan Administrator prior to that date.
         Notwithstanding the foregoing, a Participant's Annuity Starting Date
         may be before the date the election is made, provided that the
         Participant may revoke his option within the 7-day period beginning on
         the day after the Participant receives the explanation described in
         paragraph (a) above and that distribution under the option does not
         begin until the expiration of that 7-day period. A Participant's
         Annuity Starting Date may also be less than 30 days after receipt of
         the written explanation described in paragraph (a) above, provided that
         the Participant may revoke his option and distributions may not begin
         until the later of the Annuity Starting Date or the expiration of the
         7-day period referred to in the preceding sentence.

         An election of Option 2 shall be deemed to be revoked in the event the
         Beneficiary named under the option shall die prior to the Participant's
         Annuity Starting Date and the Participant may thereafter make another
         election, subject to the conditions required therefor. If a Participant
         who has elected an option shall die prior to the effective date of his
         election, the option shall not become operative and the provisions of
         Section 4.5 shall apply. A Participant may change the Beneficiary named
         in his election at any time prior to the later of the Participant's
         Annuity Starting Date or the date distribution under the option
         actually commences, or, in the case of Option 3, at any time prior to
         the expiration of the period certain.

(c)      If the Participant has an eligible Spouse and if the Participant
         desires to waive the Qualified Joint and Survivor Annuity form of
         Retirement Income, his eligible Spouse must consent to such waiver
         (within the 90-day election period) in a written

                                                                              31
<PAGE>

         instrument received by the Plan Administrator. The eligible Spouse's
         consent must acknowledge the financial effect of the waiver. The waiver
         must either (i) designate the Beneficiary (if any) and form of
         Retirement Income payment or (ii) expressly permit the Participant to
         designate any Beneficiary and the form of payment without further
         consent by the eligible Spouse, and must (iii) further acknowledge that
         the eligible Spouse has the right to limit the consent to a specific
         Beneficiary and form of payment and state that any relinquishment of
         such right is voluntary by the eligible Spouse. The eligible Spouse's
         written consent and acknowledgment must be witnessed by a Plan
         representative or a notary public. The Participant may revoke the
         election at any time and any number of times before his Retirement
         Income payments begin.

         Notwithstanding the foregoing, spousal consent to a Participant's
         designation shall not be required if:

         (i)      the eligible Spouse is designated as the primary beneficiary
                  or contingent annuitant by the Participant and the method of
                  payment chosen for the eligible Spouse by the Participant
                  conforms with the definition of a qualified joint and survivor
                  annuity under the Code, or

         (ii)     it is established to the satisfaction of the Plan
                  Administrator that spousal consent cannot be obtained because
                  there is no eligible Spouse, because the eligible Spouse
                  cannot be located or because of such other circumstances as
                  may be prescribed in regulations issued by the Secretary of
                  the Treasury.

5.4      Required Commencement Dates

(a)      Unless a Participant otherwise elects, the payment of benefits under
         the Plan to the Participant will begin not later than the 60th day
         after the close of the Plan Year in which the later of the following
         events occurs:

                                                                              32
<PAGE>

         (i)      The Participant attains his Normal Retirement Age, or

         (ii)     The Participant's Separation from Service with the Employer.

(b)      Notwithstanding any provision herein to the contrary, a Participant's
         benefit payments shall commence not later than the April 1 of the
         calendar year following the later of the calendar year in which he
         attains age 70-1/2 or in which his Separation from Service occurs,
         except that benefit payments to a Participant who is a Five Percent
         Owner, as defined in Section 9.7(b), shall commence not later than the
         April 1 of the calendar year following the calendar year in which he
         attains age 70-1/2. In the case of a Participant other than a Five
         Percent Owner who has a Separation from Service in a calendar year
         after the calendar year in which he attains age 70-1/2, his Accrued
         Benefit shall be actuarially increased to take into account the period
         after age 70-1/2 in which the Participant was not receiving any
         benefits under the Plan, to the extent required under Code Section
         401(a)(9)(C)(iii).

         Distributions to a Participant must be made over the life of the
         Participant (or the lives of the Participant and his Spouse or
         Beneficiary) or over a period not exceeding the life expectancy of the
         Participant (or the life expectancies of the Participant and his Spouse
         or Beneficiary).

         Distributions will be made in accordance with Section 401(a)(9) of the
         Code and the proposed regulations issued thereunder including Section
         1.401(a)(9)-2 of such regulations, and the provisions reflecting Code
         Section 401(a)(9) shall override any distribution options in the Plan
         inconsistent with Section 401(a)(9).

                                                                              33
<PAGE>

5.5      Direct Rollovers

(a)      In General

         Notwithstanding any provision of the Plan to the contrary that would
         otherwise limit a Distributee's election under this Section 5.5, a
         Distributee may elect, at the time and in the manner prescribed by the
         Plan Administrator, to have any portion of an Eligible Rollover
         Distribution paid directly to an Eligible Retirement Plan specified by
         the Distributee in a Direct Rollover.

(b)      Eligible Rollover Distribution

         An Eligible Rollover Distribution is any distribution of all or any
         portion of the balance to the credit of the Distributee, except that an
         Eligible Rollover Distribution does not include: any distribution that
         is one of a series of substantially equal periodic payments (no less
         frequently than annually) made for the life (or life expectancy) of the
         Distributee or the joint lives (or joint life expectancies) of the
         Distributee and the Distributee's designated beneficiary, or for a
         specified period of ten years of more; any distribution to the extent
         such distribution is required under Section 401(a)(9) of the Code; and
         the portion of any distribution that is not includible in gross income.

(c)      Eligible Retirement Plan

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

                                                                              34
<PAGE>

(d)      Distributee

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

(e)      Direct Rollover

         A Direct Rollover is a payment by the Plan to the Eligible Retirement
         Plan specified by the Distributee.

                                                                              35
<PAGE>

                                   ARTICLE VI

                                  CONTRIBUTIONS

6.1      Employer's Contributions

         It is the intention of the Employer to continue the Plan and make the
         contributions that are necessary to maintain the Plan on a sound
         actuarial basis and to meet the minimum funding standards prescribed by
         law. However, should the Board of Directors terminate the Plan in
         accordance with the provisions of Article X, the Employer shall
         discontinue its contributions. Any forfeitures shall be used to reduce
         the Employer's contributions otherwise payable.

6.2      Return of Contributions

(a)      If all or part of the Employer's contributions hereunder are
         conditioned upon their deductibility under Section 404 of the Code and
         the deduction for all or any part of such contributions to the Plan is
         disallowed by the Internal Revenue Service, the portion of the
         contributions to which that disallowance applies shall be returned to
         the Employer without interest, but reduced by any investment loss
         attributable to those contributions. The return shall be made within
         one year after the date of the disallowance of deduction. All Employer
         contributions to the Plan are conditioned upon their deductibility.

(b)      If an Employer contribution is made due to a mistake in fact, the
         Employer may require the Trustee to return the contribution, without
         interest but reduced by any investment loss allocable to the
         contribution. The return shall be made as soon as practicable within
         one year after the date the contribution was made.

(c)      If an Employer contribution hereunder is conditioned on initial
         qualification of the Plan under Section 401(a) of the Code and if the
         Plan receives an adverse determination letter with respect to its
         initial qualification, such contribution shall be

                                                                              36
<PAGE>

         returned to the Employer within one year after the date the initial
         qualification is denied, but only if the application for determination
         is made by the time prescribed by law for filing the Employer's return
         for the taxable year in which the Plan is adopted, or such later date
         as the Secretary of the Treasury may prescribe. All Employer
         contributions hereunder are conditioned upon the initial qualification
         of the Plan.

                                                                              37
<PAGE>

                                   ARTICLE VII

                             ADMINISTRATION OF PLAN

7.1      Records and Notices

         The Plan Administrator shall keep a record of all its proceedings and
         acts with respect to its administration of the Plan and shall maintain
         all such books of accounts, records and other data as may be necessary
         for the proper administration of the Plan. The Plan Administrator shall
         notify the Trustees of any action taken by the Plan Administrator
         affecting the Trustees and its obligations or rights regarding the Plan
         and, when required, shall notify any other interested person or
         persons.

7.2      Powers and Duties

         The Plan Administrator shall have the responsibility for the general
         administration of the Plan and for carrying out the provisions of the
         Plan. The Plan Administrator shall administer the Plan in accordance
         with its terms and shall discharge its duties with care, skill,
         prudence and diligence under the circumstances then prevailing that a
         prudent man acting in a like capacity and familiar with such matters
         would use in the conduct of an enterprise of a like character and with
         like aims. The Plan Administrator shall have such powers as may be
         necessary to discharge its duties in managing and controlling the
         operations and administration of the Plan. The Plan Administrator shall
         have full and complete authority and control with respect to the
         operations and administration of the Plan unless the Plan Administrator
         allocates and delegates such authority or control pursuant to the
         procedures stated in Section 7.2(b) or (c). The Plan Administrator
         shall have discretionary authority to construe the terms of the Plan
         and determine eligibility for benefits (including but not limited to
         determination of an individual's eligibility for Plan participation,
         the right to and amount of any benefit payable under the Plan, and the
         date on which an individual ceases to be a Participant), and decide
         disputed

                                                                              38
<PAGE>

         claims in accordance with its interpretation of the terms of the Plan.
         Decisions of the Plan Administrator shall be subject to court review
         only to determine whether such decisions of the Plan Administrator are
         an abuse of the Plan Administrator's discretion hereunder. The Plan
         Administrator shall have no authority or control with respect to the
         assets of the Plan other than as specifically provided herein and shall
         not receive any compensation from the Plan for his services as such.
         The powers of the Plan Administrator shall include, but shall not be
         limited to, the following:

         (a)      To employ such accountants, counsel or other persons as it
                  deems necessary or desirable in connection with the
                  administration of the Plan and to employ one or more persons
                  to render advice with regard to any administrative
                  responsibility pursuant to the Plan. The Trust Fund shall bear
                  the costs of such services and other administrative expenses
                  unless paid by the Employer.

         (b)      To designate in writing persons who are to perform any of its
                  powers and duties hereunder including, but not limited to,
                  fiduciary responsibilities (other than any responsibility to
                  manage or control the assets of the Plan) pursuant to the
                  Plan.

         (c)      To allocate in writing any of its powers and duties hereunder,
                  including but not limited to fiduciary responsibilities (other
                  than any responsibility to manage or control the assets of the
                  Plan) among those persons who have been designated to perform
                  fiduciary responsibilities pursuant to the Plan.

         (d)      To construe and interpret the Plan.

         (e)      Subject to Section 7.4, to resolve all questions arising in
                  the administration, interpretation and application of the
                  Plan, including, but not limited to, questions as to the
                  eligibility or the right of any person to a benefit.

                                                                              39
<PAGE>

         (f)      To adopt such by-laws, rules, regulations, forms and
                  procedures from time to time as it deems advisable and
                  appropriate in the proper administration of the Plan.

         (g)      To receive from Participants such information as shall be
                  necessary for the proper administration of the Plan.

         (h)      To furnish, upon request, such annual reports with respect to
                  the administration of the Plan as are reasonable and
                  appropriate.

         (i)      To receive from the Trustees and review reports of the
                  financial condition and receipts and disbursements of the
                  Trust Fund.

         (j)      To prescribe procedures to be followed by any person in
                  applying for distributions pursuant to the Plan and to
                  designate the forms or documents, evidence and such other
                  information as the Plan Administrator may reasonably deem
                  necessary, desirable or convenient to support an application
                  for such distribution.

         (k)      To issue directions to the Trustees and thereby bind the
                  Trustees concerning all benefits to be paid pursuant to the
                  Plan.

         (l)      To apply consistently and uniformly the rules, regulations and
                  determinations to all Participants and Beneficiaries in
                  similar circumstances.

7.3      Actuary

         As an aid to the Plan Administrator in adopting tables and in fixing
         the rate of contributions payable to the Plan, the actuary designated
         by the Board of Directors shall make annual actuarial valuations of the
         contingent assets and liabilities of the

                                                                              40
<PAGE>

         Plan and shall certify to the Plan Administrator the tables and rates
         of contribution that he would recommend for use by the Plan.

7.4      Claims Procedure

         A Participant or Beneficiary who believes he is entitled to payments
         other than those awarded by the Plan Administrator may file a claim in
         writing with the Plan Administrator stating the nature of his claim,
         the facts supporting his claim, the amount claimed and his name and
         current address. The Plan Administrator shall investigate, consider and
         render a written decision regarding any claim filed pursuant to this
         Section 7.4. If the Plan Administrator denies such claim, it shall
         render a written decision within 90 days of receipt of the claim
         describing the reasons for denial, specifically referring to pertinent
         Plan provisions, informing the claimant that he or his duly authorized
         representative may review pertinent documents and may submit issues and
         comments in writing and advising the claimant of the procedure for
         appealing such denial.

         Within 60 days after notice that a claim is denied, the claimant may
         file a written appeal to the Plan Administrator, including any
         comments, statements or documents he may wish to provide. The Plan
         Administrator shall, within a reasonable time after the submission of a
         written appeal by a claimant, entertain any oral presentation the
         claimant or his duly authorized representative wishes to make. Within
         60 days (120 days if special circumstances require an extension of time
         for processing) after the later of the submission of the written appeal
         or the oral presentation by the claimant or his personal
         representative, the Plan Administrator shall render a determination on
         the appeal of the claim in a written statement including the reasons
         therefor. The determination so rendered by the Plan Administrator shall
         be binding upon all parties.

                                                                              41
<PAGE>

                                  ARTICLE VIII

                               MANAGEMENT OF FUNDS

8.1      Trustee

         The Company, by resolution of the Board of Directors, shall appoint one
         or more Trustees to receive and hold in trust all contributions paid
         into the Trust Fund. Such Trustee or Trustees shall serve at the
         pleasure of the Board of Directors and shall have such rights, powers
         and duties as the Board of Directors shall from time to time determine.
         The Employers shall have no liability for the payment of benefits under
         the Plan or for the administration of the funds paid over to the
         Trustee.

8.2      Exclusive Benefit Rule

         Except as otherwise provided in the Plan, no part of the corpus or
         income of the funds of the Plan shall be used for, or diverted to,
         purposes other than for the exclusive benefit of Participants and other
         persons entitled to benefits under the Plan before the satisfaction of
         all liabilities with respect to them. No person shall have any interest
         in or right to any part of the earnings of the funds of the Plan, or
         any right in, or to, any part of the assets held under the Plan, except
         as and to the extent expressly provided in the Plan.

8.3      Investment Managers

         Any Investment Manager, as defined in Section 3(38) of ERISA, may be
         appointed by the Company to manage (including the power to acquire and
         dispose of) all or any part of the Trust Fund. In the event of any such
         appointment, the Company shall establish the portion of the assets of
         the Trust that shall be subject to the management of the Investment
         Manager and shall so notify the Trustee in writing. With respect to
         such assets over which an Investment Manager has investment

                                                                              42
<PAGE>

         responsibility, the Investment Manager shall possess all of the
         investment powers and responsibilities granted to the Trustee under the
         Trust Agreement, and the Trustee shall invest and reinvest such assets
         pursuant to the written directions of the Investment Manager. If the
         Company so directs, an Investment Manager shall have the power to
         acquire and dispose of assets in the name of the Trust Fund.

                                                                              43
<PAGE>

                                   ARTICLE IX

                              TOP-HEAVY PROVISIONS

9.1      When Applicable

         If this Plan is determined to be "Top-Heavy", as defined in Section
         9.5, for any Plan Year, the provisions of this Article shall supersede
         any conflicting provisions in the Plan.

9.2      Minimum Accrual

         For each Plan Year that this Plan is Top-Heavy, each Participant who is
         not a Key Employee must accrue a nonintegrated benefit that, when
         expressed as an annual benefit payable as a single life annuity
         commencing at Normal Retirement Age, is not less than two percent of
         the Participant's Average Earnings multiplied by his years of Credited
         Service. Average Earnings are averaged over the five consecutive years
         (disregarding years during which the Plan is not Top-Heavy) for which
         the Participant had the highest Earnings. However, a Participant's
         minimum benefit is not required to exceed 20 percent of his Average
         Earnings. This minimum accrual shall be made even though, under other
         Plan provisions, the Participant would not otherwise be entitled to
         receive an accrual or would have received a lesser accrual for the year
         because of (i) the Participant's failure to be employed on a specified
         date such as the last day of the Plan Year, (ii) the Participant's
         failure to make mandatory contributions, if any, to the Plan, or (iii)
         the Participant's Earnings being less than a stated amount. To the
         extent that the Participant does not receive the minimum accrual under
         this Plan but is covered under any other plan or plans of the Employer,
         the requirements of this Section shall be satisfied if the minimum
         benefit or minimum allocation requirements applicable to Top-Heavy
         plans are met in the other plan or plans.

                                                                              44
<PAGE>

9.3      Vesting Rules

         For any Plan Year in which this Plan is Top-Heavy, the minimum vesting
         schedule as described in Section 9.4 will automatically apply to the
         Plan in lieu of the schedule provided in Article IV. The minimum
         vesting schedule applies to all accrued benefits within the meaning of
         Code Section 411(a)(7) (except those attributable to Participant
         contributions, if any), including benefits accrued before the Plan
         became Top-Heavy. Further, no reduction in vested benefits may occur in
         the event the Plan's status as Top-Heavy changes for any Plan Year.
         However, this Section does not apply to the Accrued Benefit of any
         Employee who does not complete any Vesting Service regarding any period
         after the Plan has initially become Top-Heavy and such Employee's
         Accrued Benefit will be determined without regard to this Section.

9.4      Vesting Schedule

         In the event the minimum vesting schedule shall apply, the
         nonforfeitable interest of each Participant in his Accrued Benefit
         attributable to Employer contributions shall be determined on the basis
         of the following:

<TABLE>
<CAPTION>
NUMBER OF YEARS OF SERVICE                     VESTED INTEREST
--------------------------                     ---------------
<S>                                            <C>
Less than 2 Years                                      0%
2 Years but less than 3                               20%
3 Years but less than 4                               40%
4 Years but less than 5                               60%
5 Years or more                                      100%
</TABLE>

                                                                              45
<PAGE>

9.5      Top-Heavy Determination

         A Top-Heavy Plan is a Plan in which, as of the Valuation Date, the
         ratio of the present value of the accrued benefits for Key Employees to
         the present value of the accrued benefits for all Employees exceeds 60
         percent. For purposes of determining the present value of the accrued
         benefit of any Employee, distributions made with respect to such
         Employee within a five-year period ending on the Determination Date
         must be included. The Determination Date is the last day of the
         preceding Plan Year. The Valuation Date is the day during the Plan Year
         in which the Determination Date occurs that is used in computing Plan
         costs for minimum funding.

         Present value shall be based on the interest rate and mortality table
         described in the second sentence of Section 1.20. If this Plan is
         required to be or is permissively aggregated with any other plan or
         plans as provided in Section 9.6, the same mortality and interest
         assumptions shall apply to all plans that are aggregated.

         The present value of accrued benefits of any Employee other than a Key
         Employee under any defined benefit plan used in testing whether the
         Plan is Top-Heavy shall be determined as if such benefits accrued not
         more rapidly than the slowest accrual rate permitted under Code Section
         411(b)(1)(C) unless the same accrual method uniformly applies for all
         defined benefit plans maintained by the Employer.

9.6      Aggregation Groups

         The required aggregation group consists of each plan of the Employer in
         which a Key Employee is a participant and each other plan of the
         Employer that enables any plan of such Employer to meet the
         qualification requirements of Code Section 401(a)(4) and the minimum
         participation standards of Code Section 410. The

                                                                              46
<PAGE>

         Employer may permit any plan not required to be included in an
         aggregation group as being part of such group if such group would
         continue to meet the Code Section requirements previously set forth.

         Each plan of the Employer required to be included in an aggregation
         group shall be treated as a Top-Heavy plan if such group is a Top-Heavy
         group. A required aggregation group will be considered a Top-Heavy
         group if the sum of the present value of the cumulative accrued
         benefits for Key Employees under all defined benefit plans included in
         such group and the aggregate of the account balances of Key Employees
         under all defined contribution plans included in such groups increased
         by the aggregate distributions made in the five-year period ending on
         the Determination Date exceeds 60 percent of a similar sum determined
         for all Employees.

9.7      Key Employee Defined

(a)      A Key Employee is any Employee or former Employee (and the
         Beneficiaries of such Employee) who at any time during the Plan Year or
         any of the four preceding Plan Years (i) is an officer, (ii) is one of
         the 10 Employees owning the largest interests in the Employer, (iii) is
         a Five Percent Owner or (iv) is a One Percent Owner and has annual
         compensation from the Employer of more than $150,000.

         For purposes of determining if an officer is a Key Employee, only
         Employees with annual compensation in excess of 50 percent of the
         yearly dollar limitation under Code Section 415(b)(1)(A) will be taken
         into account as Key Employees, 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 percent of the Employees.

         For purposes of determining the 10 Employees owning the largest
         interests in the Employer, only Employees with annual compensation in
         excess of the yearly dollar limit on annual additions to defined
         contribution plans will be taken into account as

                                                                              47
<PAGE>

         Key Employees. If two Employees have the same ownership interest in the
         Employer, the Employee with greater annual compensation will be treated
         as having a larger interest.

(b)      A Five Percent Owner is any Employee who owns more than five percent of
         the outstanding stock of the corporation or stock possessing more than
         five percent of the total combined voting power of all stock of the
         corporation.

(c)      A One Percent Owner is any Employee who owns more than one percent of
         the outstanding stock of the corporation or stock possessing more than
         one percent of the total combined voting power of all stock of the
         corporation.

9.8      Special Limitation

         In any Top-Heavy Plan Year, the figure "1.25" appearing in Code Section
         415(e) shall be deemed to read "1.0" with respect to this Plan, unless
         the Employer's defined benefit plans are amended with respect to such
         Plan Year by changing the figures "two percent" and "20 percent"
         appearing in Section 9.2 and corresponding section of any other such
         plan to read "three percent" and "30 percent" respectively. In any
         Super Top-Heavy Plan Year, the figure "1.25" appearing in Section
         415(e) of the Code shall be deemed to read "1.0" with respect to this
         Plan. "Super Top-Heavy Plan Year" means any Top-Heavy Plan Year in
         which the Top-Heavy Ratio in Section 9.5 exceeds 90 percent.

                                                                              48
<PAGE>

                                    ARTICLE X

                           RETIREE HEALTH PLAN ACCOUNT

10.1     Establishment of Retiree Health Plan

(a)      There is created, established and maintained under this Plan a separate
         account known as the Retiree Health Plan Account. The Trustee and Plan
         Administrator agree to hold and administer the Retiree Health PIan
         Account, and to receive contributions hereto, for the purpose of
         providing for the payment of certain medical expenses, pursuant to
         Section 401(h) of the Code, for Covered Retirees and their Covered
         Dependents (as such terms are defined below). The separate account
         shall be for record keeping purposes only. Funds contributed to the
         Retiree Health Plan Account may be invested without identification of
         which investments are allocable to the Retiree Health Plan Account.

(b)      (i)      No part of the income or corpus of the Retiree Health Plan
                  Account shall be (either within the taxable year of
                  contribution or thereafter) used for, or diverted to, any
                  purpose (including the provision of any retirement benefits
                  provided under the Plan) other than the provision of Medical
                  Benefits, at any time prior to the satisfaction of all
                  liabilities under this Plan with regard to the payment of
                  Medical Benefits in accordance with this Article X.
                  Notwithstanding the above, the payment of any necessary or
                  appropriate expenses attributable to the administration of the
                  Retiree Health Plan Account may be made from the income or
                  corpus of such account.

         (ii)     Notwithstanding any other termination provisions herein, any
                  amounts in the Retiree Health Plan Account which remain in
                  such account following satisfaction of all liabilities for the
                  payment of Medical Benefits arising under this Article X shall
                  be returned to the Employer.

                                                                              49
<PAGE>

(c)      Notwithstanding the foregoing, no Medical Benefits shall be payable to
         any person who is, or ever has been, a Key Employee, as defined in
         Section 9.7, or his Covered Dependents.

10.2     Definitions

         For purposes of this Article X, the following terms shall have the
         meaning set forth below unless otherwise clearly required by the
         context:

         (a)      "Covered Dependent" shall mean a Covered Retiree's dependent
                  who meets the conditions for coverage under the EG&G Technical
                  Services, Inc. Retiree Health Plan. In no event will the term
                  Covered Dependent include any person who is an eligible
                  Covered Retiree himself or any person who is employed
                  full-time with the Employer. If both parents of any Covered
                  Dependent child are eligible Covered Retirees, then the
                  Covered Dependent child shall be considered as a Covered
                  Dependent of only one of the Covered Retirees.

         (b)      "Covered Retiree" shall mean a Retired Participant who has
                  completed at least ten (10) Years of Vesting Service on his
                  Normal Retirement Date or date of eligibility for early
                  retirement. In no event shall a Covered Retiree include a
                  person not covered under the EG&G Technical Services, Inc.
                  Retiree Health Plan, or a person who is or ever was a Key
                  Employee.

         (c)      "Medical Benefits" shall mean, with respect to a Covered
                  Retiree, a percentage of the Per Capita Retiree Health Cost,
                  such percentage being equal to $3,400 (as indexed from time to
                  time) divided by the Per Capita Retiree Health Cost, but in no
                  event in excess of 100% of such cost.

         (d)      "Per Capita Retiree Health Cost" for any year means the total
                  annual Employer cost of claims under the EG&G Technical
                  Services, Inc. Retiree

                                                                              50
<PAGE>

                  Health Plan, divided by the number of retired employees
                  covered under that plan at any time during that year.

         (e)      "EG&G Technical Services, Inc. Retiree Health Plan" shall mean
                  the EG&G Technical Services, Inc. health plan, as it relates
                  to retired persons, as it shall be amended from time to time,
                  and the provisions of such Plan shall be incorporated by
                  reference herein.

         (f)      "Retired Participant" means an individual who was an active
                  Participant under this Plan until his retirement date and who
                  retires from employment with the Employer and is thereupon
                  immediately eligible to receive retirement benefits hereunder.

10.3     Election to Continue Coverage

         In the event a Covered Dependent loses coverage as a result of the
         death or divorce of a Covered Retiree, such Covered Dependent shall
         have coverage continuation rights as shall be provided under the EG&G
         Technical Services, Inc. Retiree Health Plan, and the provisions of
         such continuation coverage shall be incorporated by reference with
         respect to benefits under the EG&G Technical Services, Inc. Retiree
         Health Plan Account created hereunder. Because such continuation
         coverage shall be provided under the EG&G Technical Services, Inc.
         Retiree Health Plan at the Covered Dependent's expense, no further
         benefits will be paid from the Retiree Health Plan Account with respect
         to such Covered Dependents.

10.4     Funding Method and Policy

         All contributions to fund benefits provided under this Section shall be
         made by the Employer, except those relating to continuation coverage
         described in Section 10.3. Subject to the restrictions of this Section,
         the Employer shall

                                                                              51
<PAGE>

         contribute to the Retiree Health Plan Account annually an amount that
         is reasonably estimated to cover the total cost of the benefits to be
         provided hereunder and that satisfies the general requirements
         applicable to deductions allowable under Code Section 404 (as set forth
         in Treasury Regulations Section 1.404(a)-3(f)). The total cost of
         providing Medical Benefits shall be determined in accordance with any
         generally accepted actuarial method that is reasonable in view of the
         provisions and coverage of the Plan, the funding medium, and other
         applicable considerations.

10.5     Subordination to Retirement Benefits

         It is intended that the Medical Benefits provided under this Article X
         be subordinate at all times to the retirement benefits provided under
         the Plan. Therefore, the aggregate of contributions to the Retiree
         Health Plan Account shall at no time exceed 25 percent of the aggregate
         of contributions for all purposes of this Plan, other than
         contributions to fund past service credits. For this purpose
         contributions to this plan for benefits other than Medical Benefits
         shall not be deemed to be less than the cost of such benefits
         determined under the projected unit credit method (other than the cost
         of past service credits).

10.6     Benefits Provision

         The benefits payable pursuant to this Section shall be limited to the
         payment of Medical Benefits for Covered Retirees and their Covered
         Dependents. The Medical Benefits provided under this Section and the
         Employer contributions to fund said Benefits shall not discriminate in
         favor of the highly compensated employees of the Employer within the
         meaning of Code Section 414(q).

10.7     Coordination with EG&G Technical Services, Inc. Retiree Health Plan

         Benefits under this plan shall be provided by reimbursing annually the
         Employer or

                                                                              52
<PAGE>

         other paying agent under the EG&G Technical Services, Inc. Retiree
         Health Plan for the percentage of the Per Capita Retiree Health Cost
         for each Covered Retiree.

10.8     Reservation of the Right to Terminate Benefits

         The Employer reserves the right to amend or terminate the Medical
         Benefits provided hereunder or the EG&G Technical Services, Inc.
         Retiree Health Plan at any time. In such event assets in the Medical
         Benefit Account shall be used to provide the Medical Benefits provided
         hereunder, both to Covered Retirees and those Participants who at the
         date of termination subsequently become Covered Retirees, but only to
         the extent assets remain in such account. After the satisfaction of all
         such liabilities, any assets remaining shall revert to the Employer.

10.9     Disallowance of Deduction

         Notwithstanding anything to the contrary contained herein, the
         provisions of Section 6.2(a) and (c) shall apply with respect to all
         contributions made to the Retiree Health Plan Account.

                                                                              53
<PAGE>

                                   ARTICLE XI

                        AMENDMENT, MERGER AND TERMINATION

11.1     Amendment of Plan

         The Board of Directors reserves the right at any time and from time to
         time, and, to the extent permitted by the Code or Treasury Regulations,
         retroactively if deemed necessary or appropriate, to amend in whole or
         in part any or all of the provisions of the Plan. However, no amendment
         shall make it possible for any part of the funds of the Plan to be used
         for, or diverted to, purposes other than for the exclusive benefit of
         persons entitled to benefits under the Plan before the satisfaction of
         all liabilities with respect to them. No amendment shall be made that
         has the effect of decreasing the Accrued Benefit of any Participant or
         of reducing the nonforfeitable percentage of the Accrued Benefit of a
         Participant below the nonforfeitable percentage computed under the Plan
         as in effect on the date on which the amendment is adopted or, if
         later, the date on which the amendment becomes effective. For purposes
         of the preceding sentence, an amendment that has the effect of (i)
         eliminating or reducing an early retirement benefit or a
         retirement-type subsidy, or (ii) eliminating an optional form of
         benefit, with respect to benefits attributable to service before the
         amendment shall be treated as reducing Accrued Benefits. In the case of
         a retirement-type subsidy, the preceding sentence shall apply only with
         respect to a Participant who satisfies (either before or after the
         amendment) the preamendment conditions for the subsidy. If the Plan is
         amended in any way that directly or indirectly affects the computation
         of a Participant's nonforfeitable percentage, each Participant with at
         least three Years of Vesting Service may elect, within a reasonable
         period after the adoption of the amendment, to have his nonforfeitable
         percentage computed without regard to such amendment.

                                                                              54
<PAGE>

11.2     Merger or Consolidation

         The Plan may not be merged or consolidated with, and its assets or
         liabilities may not be transferred to, any other plan unless each
         person entitled to benefits under the Plan would, if the resulting plan
         were then terminated, receive a benefit immediately after the merger,
         consolidation, or transfer that is equal to or greater than the benefit
         he would have been entitled to receive immediately before the merger,
         consolidation, or transfer if the Plan had then terminated.

11.3     Additional Participating Employers

(a)      If any company is or becomes a subsidiary of or associated with the
         Company, the Board of Directors may include the employees of that
         subsidiary or associated company in the participation of the Plan upon
         appropriate action by that company necessary to adopt the Plan. In that
         event, or if any persons become Employees of an Employer as the result
         of merger or consolidation or acquisition of all or part of the assets
         or business of another company or for purposes of a specific assignment
         at a specific location, the Board of Directors shall determine to what
         extent, if any, previous service with the subsidiary, associated or
         other company or at the specific location shall be recognized under the
         Plan, but subject to the continued qualification and tax-exempt status
         of the Plan and trust, respectively, under the Code.

(b)      Any Employer may terminate its participation in and withdraw from the
         Plan upon appropriate action by its board of directors, in which event
         the funds of the Plan held on account of Participants in the employ of
         that Employer shall be determined by the Plan Administrator and shall
         be applied as provided in Section 11.4 if the Plan should be
         terminated, or shall be segregated by the Trustee as a separate trust,
         pursuant to certification to the Trustee by the Plan Administrator,
         continuing the Plan as a separate plan for the employees of that
         Employer under which the board of directors of that Employer shall
         succeed to all the powers and duties of

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         the Board of Directors, including the appointment of a plan
         administrator. Except as required by applicable law, the withdrawal of
         an Employer from the Plan shall not constitute a partial or complete
         termination of the Plan as thereafter in effect with respect to any
         other Employer.

11.4     Termination of Plan

         The Employer intends to continue the Plan indefinitely. However, the
         Board of Directors may terminate the Plan for any reason at any time.
         In case of termination of the Plan, the rights of Participants to the
         benefits accrued under the Plan to the date of the termination, to the
         extent then funded or guaranteed by the Pension Benefit Guaranty
         Corporation, if greater, shall be nonforfeitable. The funds of the Plan
         shall be used for the exclusive benefit of persons entitled to benefits
         under the Plan as of the date of termination, except as provided in
         Section 6.2. However, any funds not required to satisfy all liabilities
         of the Plan for benefits because of erroneous actuarial computation
         shall be returned to the Employer. The Plan Administrator shall
         determine on the basis of actuarial valuation the share of the funds of
         the Plan allocable to each person entitled to benefits under the Plan
         in accordance with Section 4044 of ERISA or corresponding provision of
         any applicable law in effect at the time. In the event of a partial
         termination of the Plan, the provisions of this Section shall be
         applicable to the Participants affected by that partial termination.

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                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

12.1     Limitation of Liability

         Neither the Company, any Employer, the Plan Administrator, nor any of
         their respective directors, officers and employees, shall incur any
         liability for any act or failure to act unless such act or failure to
         act constitutes a lack of good faith, willful misconduct or gross
         negligence in relation to the Plan or the Trust Fund.

12.2     Indemnification

         The Employer indemnifies and saves harmless the Plan Administrator from
         and against any and all loss resulting from liability to which the Plan
         Administrator may be subjected by reason of any act or conduct (except
         willful misconduct or gross negligence) in the Plan Administrator's
         official capacity in the administration of this Plan, the Trust Fund or
         both, including all expenses reasonably incurred in the Plan
         Administrator's defense, in case the Employer fails to provide such
         defense. The indemnification provisions of this Section 12.2 do not
         relieve the Plan Administrator from any liability under ERISA for
         breach of a fiduciary duty. Furthermore, the Plan Administrator and the
         Employer may execute a letter agreement further delineating the
         indemnification agreement of this Section 12.2, provided the letter
         agreement must be consistent with and does not violate ERISA. The
         indemnification provisions of this Section 12.2 extend to the Trustee
         solely to the extent provided by a letter agreement executed by the
         Trustee and the Employer.

12.3     Compliance with ERISA

         Anything herein to the contrary notwithstanding, nothing above or any
         other provision contained elsewhere in the Plan shall relieve a
         fiduciary or other person

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         of any responsibility or liability for any responsibility, obligation
         or duty imposed upon him pursuant to Title I, Part 4 of ERISA.
         Furthermore, anything in this Plan to the contrary notwithstanding, if
         any provision of this Plan is voided by ERISA Sections 410 and 411,
         such provision shall be of no force and effect only to the extent that
         it is voided by such Section.

12.4     Nonalienation of Benefits

         Except with respect to any indebtedness owing to the Trust Fund created
         hereunder or payments required pursuant to a "Qualified Domestic
         Relations Order," as defined by the Code, benefits payable under the
         Plan shall not be subject in any manner to anticipation, alienation,
         sale, transfer, assignment, pledge, encumbrance, charge, garnishment,
         execution or levy of any kind, either voluntary or involuntary,
         including any such liability which is for alimony or other payment for
         the support of a spouse or former spouse, or any relative of a
         Participant prior to actually being received by the person entitled to
         the benefit pursuant to the terms of the Plan. Any attempt to
         anticipate, alienate, sell, transfer, assign, pledge, encumber, charge
         or otherwise dispose of any right to amounts payable hereunder shall be
         void. Furthermore, no benefit under the Plan shall in any manner be
         liable for or subject to the debts, contracts, liabilities, engagements
         or torts of the person entitled to such benefit. If the terms of this
         Section 12.4 are contrary to the law governing in a particular
         circumstance, then, only as to that circumstance, or any such payment
         shall be exempt to the maximum extent permitted by such law.

12.5     Employment Not Guaranteed By Plan

         Neither the establishment of the Plan nor its amendment nor the
         granting of a benefit pursuant to the Plan shall be construed as giving
         any Participant the right to continue as an employee of an Employer, as
         limiting the rights of such Employer to dismiss or impose penalties
         upon the Participant or as modifying in any other

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         way the terms of employment of any Participant.

12.6     Form of Communication

         Any election, application, claim, notice or other communication
         required or permitted to be made by or to a Participant, the Plan
         Administrator, the Company, or an Employer in writing shall be made in
         such form as the Plan Administrator, the Company or the Employer, as
         the case may be, shall prescribe. Such communication shall be effective
         upon mailing if sent first class, postage prepaid and addressed to the
         addressee at its principal office, or to the Participant at his last
         known address, or upon personal delivery, if delivered to an officer of
         the addressee or to the Participant, as the case may be.

12.7     Facility of Payment

         In the event that the Participant entitled to receive payments
         hereunder is unable to care for his affairs because of illness,
         accident or disability, and a duly qualified guardian or legal
         representative is appointed for such Participant, the Plan
         Administrator shall direct the Trustees to pay any amount to which the
         Participant is entitled to such duly qualified guardian or legal
         representative upon claim of such guardian or legal representative. If
         a duly qualified guardian or legal representative is not appointed for
         such Participant, the Plan Administrator shall direct the Trustees to
         pay any amount to which the Participant is entitled to such person's
         Spouse, child, grandchild, parent, brother or sister or to a person
         deemed by the Plan Administrator to have incurred expense for such
         person entitled to payment. Any payment made pursuant to this Section
         12.7 in good faith shall be a payment for the account of the
         Participant and shall be a complete discharge from any liability of the
         Trust Fund or the Trustees therefor.

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12.8     Service in More Than One Fiduciary Capacity

         Any individual, entity or group of persons may serve in more than one
         fiduciary capacity with respect to the Plan, the Trust Fund or both.

12.9     Binding Effect of Company's Actions

         Each Employer shall be bound by any all decisions and actions taken by
         the Company hereunder.

12.10    Governing Law

         Except to the extent inconsistent with and preempted by ERISA or other
         applicable Federal law, the Plan and all matters arising thereunder
         shall be governed by the laws of the State of Maryland.

         IN WITNESS WHEREOF, the undersigned officer duly authorized has
appended his signature this 31st day of December, 2003.

                                        EG&G TECHNICAL SERVICES, INC.

                                        By: /s/ Joseph Masters
                                            ------------------------------------
                                        Title: Vice President and General
                                               Counsel
                                        Date: December 31, 2003

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