<PAGE>







                                BMC INDUSTRIES, INC.
                          SAVINGS AND PROFIT SHARING PLAN





                        As restated Effective Generally as of September 1, 1998
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                                BMC INDUSTRIES, INC.
                          SAVINGS AND PROFIT SHARING PLAN
                                          
                                          
                                 Table of Contents

                                                                           Page
                                                                           ----

Article 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     1.1. Plan Name. . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     1.2. Plan Description.. . . . . . . . . . . . . . . . . . . . . . . .    1
     1.3. Plan Purposes. . . . . . . . . . . . . . . . . . . . . . . . . .    1
     1.4. Plan Background. . . . . . . . . . . . . . . . . . . . . . . . .    1

Article 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
     2.1. Eligibility Requirements.. . . . . . . . . . . . . . . . . . . .    3
     2.2. Transfer Among Participating Employers or Business Units.. . . .    4
     2.3. Multiple Employment. . . . . . . . . . . . . . . . . . . . . . .    4
     2.4. Reentry. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
     2.5. Condition of Participation.. . . . . . . . . . . . . . . . . . .    4
     2.6. Termination of Participation . . . . . . . . . . . . . . . . . .    4

Article 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
     3.1. Before-Tax Contributions.. . . . . . . . . . . . . . . . . . . .    5
     3.2. Matching Contributions.. . . . . . . . . . . . . . . . . . . . .    6
     3.3. Profit Sharing Contributions.. . . . . . . . . . . . . . . . . .    8
     3.4. After-Tax Contributions. . . . . . . . . . . . . . . . . . . . .    9
     3.5. Rollovers and Transfers. . . . . . . . . . . . . . . . . . . . .   11
     3.6. Corrective Contributions.. . . . . . . . . . . . . . . . . . . .   11

Article 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     4.1. Establishment of Accounts. . . . . . . . . . . . . . . . . . . .   12
     4.2. Valuation and Account Adjustment.. . . . . . . . . . . . . . . .   12
     4.3. Allocations Do Not Create Rights.. . . . . . . . . . . . . . . .   13

Article 5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
     5.1. Establishment of Investment Funds. . . . . . . . . . . . . . . .   14
     5.2. Contribution Investment Directions.. . . . . . . . . . . . . . .   14
     5.3. Transfer Among Investment Funds. . . . . . . . . . . . . . . . .   15
     5.4. BMC Common Stock Fund. . . . . . . . . . . . . . . . . . . . . .   15
     5.5. Investment Direction Responsibility Resides With Participants. .   16
     5.6. Beneficiaries and Alternate Payees . . . . . . . . . . . . . . .   16

Article 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
     6.1. Hardship Withdrawals from Before-Tax Contribution Account. . . .   17
     6.2. Other Withdrawals from Before-Tax Contribution Account . . . . .   18
     6.3. Withdrawals from After-Tax Contribution Account. . . . . . . . .   18
     6.4. Withdrawals from Rollover Account. . . . . . . . . . . . . . . .   19


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     6.5.  Rules for Withdrawals.. . . . . . . . . . . . . . . . . . . . .   19
     6.6.  No Withdrawals from Matching Contribution Account, Profit 
            Sharing  Contribution Account or Profit Sharing Plan 
            Rollover Account . . . . . . . . . . . . . . . . . . . . . . .   19
     6.7.  Plan Loans. . . . . . . . . . . . . . . . . . . . . . . . . . .   19

Article 7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
     7.1.  Vesting.. . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
     7.2.  Forfeiture Upon Distribution. . . . . . . . . . . . . . . . . .   25
     7.3.  Other Forfeitures.. . . . . . . . . . . . . . . . . . . . . . .   25
     7.4.  Application of Forfeitures. . . . . . . . . . . . . . . . . . .   26

Article 8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
     8.1.  Form and Time of Distribution.. . . . . . . . . . . . . . . . .   27
     8.2.  Beneficiary Designation.. . . . . . . . . . . . . . . . . . . .   32
     8.3.  Assignment, Alienation of Benefits. . . . . . . . . . . . . . .   33
     8.4.  Payment in Event of Incapacity. . . . . . . . . . . . . . . . .   33
     8.5.  Payment Satisfies Claims. . . . . . . . . . . . . . . . . . . .   33
     8.6.  Disposition if Distributee Cannot be Located. . . . . . . . . .   33
     8.7.  Direct Rollovers and Transfers. . . . . . . . . . . . . . . . .   33

Article 9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
     9.1.  Before-Tax Contribution Dollar Limitation . . . . . . . . . . .   35
     9.2.  Actual Deferral Percentage Limitations. . . . . . . . . . . . .   35
     9.3.  Actual Contribution Percentage Limitations. . . . . . . . . . .   38
     9.4.  Multiple Use Limitation.. . . . . . . . . . . . . . . . . . . .   40
     9.5.  Earnings or Losses on Excess Contributions. . . . . . . . . . .   41
     9.6.  Aggregate Defined Contribution Limitations. . . . . . . . . . .   41
     9.7.  Aggregate Defined Contribution/Defined Benefit Limitations. . .   43
     9.8.  Administrator's Discretion. . . . . . . . . . . . . . . . . . .   44

Article 10.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
     10.1. Computation Period. . . . . . . . . . . . . . . . . . . . . . .   45
     10.2. Vesting Service . . . . . . . . . . . . . . . . . . . . . . . .   45
     10.3. Hour of Service.. . . . . . . . . . . . . . . . . . . . . . . .   45
     10.4. One-Year Break in Service . . . . . . . . . . . . . . . . . . .   47
     10.5. Loss of Service . . . . . . . . . . . . . . . . . . . . . . . .   48
     10.6. Pre-Acquisition Service . . . . . . . . . . . . . . . . . . . .   48

Article 11.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
     11.1. Adoption by Affiliated Organizations. . . . . . . . . . . . . .   49
     11.2. Authority to Amend and Procedure. . . . . . . . . . . . . . . .   49
     11.3. Authority to Terminate and Procedure. . . . . . . . . . . . . .   49
     11.4. Vesting Upon Termination, Partial Termination or Discontinuance
            of Contributions . . . . . . . . . . . . . . . . . . . . . . .   50
     11.5. Distribution Following Termination, Partial Termination or
            Discontinuance of Contributions. . . . . . . . . . . . . . . .   50

Article 12.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51
     12.1. Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51


                                          ii
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     12.2.  Active Participant . . . . . . . . . . . . . . . . . . . . . .   51
     12.3.  Administrator. . . . . . . . . . . . . . . . . . . . . . . . .   51
     12.4.  Affiliated Organization. . . . . . . . . . . . . . . . . . . .   51
     12.5.  After-Tax Contribution Account . . . . . . . . . . . . . . . .   51
     12.6.  After-Tax Contributions. . . . . . . . . . . . . . . . . . . .   51
     12.7.  Before-Tax Contribution Account. . . . . . . . . . . . . . . .   51
     12.8.  Before-Tax Contributions . . . . . . . . . . . . . . . . . . .   51
     12.9.  Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . .   51
     12.10. Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   51
     12.11. Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
     12.12. Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .   52
     12.13. Company. . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
     12.14. Company Stock. . . . . . . . . . . . . . . . . . . . . . . . .   52
     12.15. Consent of Spouse. . . . . . . . . . . . . . . . . . . . . . .   52
     12.16. Disabled . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
     12.17. Effective Date . . . . . . . . . . . . . . . . . . . . . . . .   52
     12.18. Eligible Earnings. . . . . . . . . . . . . . . . . . . . . . .   52
     12.19. Employee . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
     12.20. Excess Eligible Earnings . . . . . . . . . . . . . . . . . . .   53
     12.21. Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
     12.22. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .   53
     12.23. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
     12.24. Highly Compensated Employee. . . . . . . . . . . . . . . . . .   53
     12.25. Matching Contribution Account. . . . . . . . . . . . . . . . .   54
     12.26. Matching Contributions . . . . . . . . . . . . . . . . . . . .   54
     12.27. Normal Retirement Date . . . . . . . . . . . . . . . . . . . .   54
     12.28. Number and Gender. . . . . . . . . . . . . . . . . . . . . . .   54
     12.29. Participant. . . . . . . . . . . . . . . . . . . . . . . . . .   54
     12.30. Participating Business Unit. . . . . . . . . . . . . . . . . .   54
     12.31. Participating Employer . . . . . . . . . . . . . . . . . . . .   54
     12.32. Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55
     12.33. Plan Rule. . . . . . . . . . . . . . . . . . . . . . . . . . .   55
     12.34. Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . .   55
     12.35. Profit Sharing Contribution Account. . . . . . . . . . . . . .   55
     12.36. Profit Sharing Contributions . . . . . . . . . . . . . . . . .   55
     12.37. Profit Sharing Plan Rollover Account . . . . . . . . . . . . .   55
     12.38. Qualified Employee.. . . . . . . . . . . . . . . . . . . . . .   55
     12.39. Rollover Account . . . . . . . . . . . . . . . . . . . . . . .   55
     12.40. Section 415 Wages. . . . . . . . . . . . . . . . . . . . . . .   56
     12.41. Termination of Employment. . . . . . . . . . . . . . . . . . .   56
     12.42. Testing Wages. . . . . . . . . . . . . . . . . . . . . . . . .   57
     12.43. Treasury Regulations . . . . . . . . . . . . . . . . . . . . .   57
     12.44. Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
     12.45. Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .   57

Article 13.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
     13.1.  Named Fiduciary. . . . . . . . . . . . . . . . . . . . . . . .   58
     13.2.  Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .   58
     13.3.  Administrator. . . . . . . . . . . . . . . . . . . . . . . . .   60


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     13.4. Compensation and Expenses . . . . . . . . . . . . . . . . . . .   60
     13.5. Adoption of Rules . . . . . . . . . . . . . . . . . . . . . . .   60
     13.6. Discretion. . . . . . . . . . . . . . . . . . . . . . . . . . .   61
     13.7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . .   61
     13.8. Benefit Claim Procedure . . . . . . . . . . . . . . . . . . . .   61
     13.9. Correction of Errors. . . . . . . . . . . . . . . . . . . . . .   61

Article 14.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
     14.1. Merger, Consolidation, Transfer of Assets . . . . . . . . . . .   63
     14.2. Limited Reversion of Fund.. . . . . . . . . . . . . . . . . . .   63
     14.3. Top-Heavy Provisions. . . . . . . . . . . . . . . . . . . . . .   63
     14.4. No Employment Rights Created. . . . . . . . . . . . . . . . . .   67
     14.5. Special Provisions. . . . . . . . . . . . . . . . . . . . . . .   67
     14.6. Qualified Military Service. . . . . . . . . . . . . . . . . . .   67
     14.7. Short Plan Years. . . . . . . . . . . . . . . . . . . . . . . .   69


                                          iv
<PAGE>

                                BMC INDUSTRIES, INC.
                          SAVINGS AND PROFIT SHARING PLAN


                                      ARTICLE
                                         1.
                              Description and Purpose


1.1.   PLAN NAME.  The name of the Plan is the "BMC Industries, Inc. Savings and
       Profit Sharing Plan."

1.2.   PLAN DESCRIPTION.  The Plan is a profit sharing plan providing for
       Before-Tax Contributions pursuant to a qualified cash or deferred
       arrangement, Matching Contributions, Profit Sharing Contributions and
       After-Tax Contributions.  The Plan is intended to qualify under Code
       section 401(a) and to satisfy the requirements of Code sections 401(k)
       and 401(m).  Notwithstanding the designation of the Plan as a profit
       sharing plan, a Participating Employer may make contributions to the Plan
       even though it has no current or accumulated earnings or profits.

1.3.   PLAN PURPOSES.  The purposes of the Plan are to promote effort and
       cooperation on the part of Active Participants, to provide a measure of
       economic security to each Active Participant by accumulating
       contributions for distribution upon retirement, as a supplement to other
       resources then available, and to permit Active Participants to share in
       the profits and growth of their Participating Employers.

1.4.   PLAN BACKGROUND.

       (a)    The Company adopted the established Plan effective as of April 1,
              1979, as an employee thrift and profit sharing plan with after-tax
              employee contributions and employer matching contributions made
              from current or accumulated profits.

       (b)    Effective generally as of July 1, 1984, the Plan was restated in
              the manner set forth in the 1984 Restatement to provide, among
              other things, for the investment of employer matching
              contributions in Company Stock.

       (c)    Effective generally as of July 1, 1985, the Plan was restated in
              the manner set forth in the 1985 Revision for purposes of
              incorporating into the Plan a cash or deferred arrangement
              pursuant to Code section 401(k).

       (d)    Effective generally as of January 1, 1987, the Plan was restated
              in the manner set forth in the 1987 Revision to satisfy the
              requirements of the Tax Reform Act of 1986.

       (e)    Effective generally as of January 1, 1994, the Plan was restated
              in the manner set forth in the 1994 Revision to comply with
              changes in applicable law and make certain other miscellaneous
              changes.

       (f)    Effective as of the close of business on August 31, 1998, the BMC
              Industries, Inc. Profit Sharing Plan was merged into the Plan.  To
              reflect the merger and changes in applicable law, including the
              Small Business Job Protection Act, the Uruguay Round Agreements
              Act and the Uniformed Services Employment and Reemployment Rights
              Act of 1994,


                                          1
<PAGE>

              and to make other miscellaneous changes to the Plan, the Plan was
              restated effective generally as of September 1, 1998 and, in
              connection therewith, the name of the Plan was changed to the BMC
              Industries, Inc. Savings and Profit Sharing Plan.


                                          2
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                                      ARTICLE
                                         2.
                                    Eligibility


2.1.   ELIGIBILITY REQUIREMENTS.

       (a)    An Employee is eligible to participate in the Plan

              (i)    for the purposes of having Before-Tax Contributions made on
                     his or her behalf, making After-Tax Contributions and
                     having a rollover or transfer made on his or her behalf
                     pursuant to Section 3.5, on the day on which he or she
                     first completes an Hour of Service of the type specified at
                     Section 10.3(a)(i) as a Qualified Employee;

              (ii)   for the purpose of having Matching Contributions made on
                     his or her behalf, on the first day of the calendar quarter
                     that falls on or next follows the last day of the first
                     Computation Period of the type specified in Section 10.1(a)
                     during which he or she completes at least 1000 Hours of
                     Service, if he or she is a Qualified Employee on the date
                     on which he or she would otherwise be eligible to
                     participate; and

              (iii)  for the purpose of having Profit Sharing Contributions made
                     on his or her behalf, as of the January 1 that falls on or
                     last precedes the last day of the first Computation Period
                     of the type specified in Section 10.1(a) during which he or
                     she completes at least 1000 Hours of Service, if he or she
                     is a Qualified Employee on the last day of that Computation
                     Period.

       (b)    If an Employee who terminates employment before the day on which
              he or she would otherwise be eligible to participate in the Plan
              pursuant to clause (ii) or (iii) of Subsection (a) again becomes
              an Employee after that day:

              (i)    if he or she terminated employment before completing at
                     least 1000 Hours of Service during a Computation Period of
                     the type described in Section 10.1(a), he or she will be
                     treated as a new Employee and his or her previous service
                     will be disregarded in determining his or her new
                     Computation Period pursuant to Section 10.1(a); or

              (ii)   if he or she terminated employment after completing at
                     least 1000 Hours of Service during a Computation Period of
                     the type described in Section 10.1(a), he or she will
                     become eligible to participate in the Plan for the purposes
                     specified in clause (ii) and (iii) of Subsection (a) as of
                     the first following date on which he or she completes an
                     Hour of Service of the type specified at Section 10.3(a)(i)
                     as a Qualified Employee.

       (c)    If an Employee is not a Qualified Employee on the day on which he
              or she would otherwise be eligible to participate in the Plan for
              a specified purpose, he or she will become eligible to participate
              in the Plan for that purpose as of the first following date on
              which he or she completes an Hour of Service of the type specified
              at Section 10.3(a)(i) as a Qualified Employee.


                                          3
<PAGE>

       (d)    Notwithstanding Subsection (a), in conjunction with an
              acquisition, the Company's Board may specify a special entry date
              for those Qualified Employees with respect to whom pre-acquisition
              service is taken into account pursuant to Section 10.6.

2.2.   TRANSFER AMONG PARTICIPATING EMPLOYERS OR BUSINESS UNITS.  A Participant
       who transfers from one Participating Employer or Participating Business
       Unit to another Participating Employer or Participating Business Unit as
       a Qualified Employee will participate in the Plan for the Plan Year
       during which the transfer occurs on the basis of his or her separate
       Eligible Earnings for the Plan Year from each such Participating Employer
       or Participating Business Unit, as the case may be.

2.3.   MULTIPLE EMPLOYMENT.  A Participant who is simultaneously employed as a
       Qualified Employee with more than one Participating Employer or
       Participating Business Unit will participate in the Plan as a Qualified
       Employee of all such Participating Employers or Participating Business
       Units on the basis of his or her separate Eligible Earnings from each
       such Participating Employer or Participating Business Unit, as the case
       may be.

2.4.   REENTRY.  An Active Participant who ceases to be a Qualified Employee
       will resume active participation in the Plan as of the first following
       date on which he or she completes an Hour of Service of the type
       specified at Section 10.3(a)(i) as a Qualified Employee.

2.5.   CONDITION OF PARTICIPATION.  Each Qualified Employee, as a condition of
       participation, is bound by all of the terms and conditions of the Plan
       and must furnish to the Administrator such pertinent information and
       execute such instruments as the Administrator may require.

2.6.   TERMINATION OF PARTICIPATION.  A Participant will cease to be such as of
       the later of the date on which

       (a)    he or she ceases to be a Qualified Employee or

       (b)    all benefits, if any, to which he or she is entitled under the
              Plan have been distributed.


                                          4
<PAGE>

                                      ARTICLE
                                         3.
                                   Contributions
                                          

3.1.   BEFORE-TAX CONTRIBUTIONS.

       (a)    Subject to the limitations described in Article 9, for each Plan
              Year an Active Participant's Participating Employer will make
              Before-Tax Contributions on behalf of the Participant in the
              amount by which the Participant's Eligible Earnings from the
              Participating Employer for the Plan Year have been reduced in
              accordance with the succeeding provisions of this section. 
              Before-Tax Contributions will be paid to the Trustee as soon as
              administratively practicable after the date on which the Active
              Participant would have received the Eligible Earnings but for his
              or her election pursuant to this section but in no case later than
              the fifteenth business day of the month following the month during
              which the Participant would have received the Eligible Earnings
              but for his or her election pursuant to this section.

       (b)    Except as provided in Subsection (c), a Participant's Eligible
              Earnings will be reduced in accordance with the following rules -

              (i)    An Active Participant may elect to reduce his or her
                     Eligible Earnings by any one percent increment from one
                     percent to a maximum percentage specified in Plan Rules and
                     the elected percentage will automatically apply to the
                     Active Participant's Eligible Earnings as adjusted from
                     time to time.  Plan Rules may specify a lower maximum
                     percentage for Active Participants who are Highly
                     Compensated Employees.  Neither reductions in Eligible
                     Earnings nor Before-Tax Contributions will be made on
                     behalf of a Participant with respect to a period during
                     which he or she is not an Active Participant.

              (ii)   Reductions to an Active Participant's Eligible Earnings
                     will commence as soon as administratively practicable after
                     the date on which the Administrator or the Administrator's
                     designate receives a complete and accurate election.

              (iii)  An Active Participant may change the percentage rate at
                     which his or her Eligible Earnings will be reduced.  The
                     change will be effective as soon as administratively
                     practicable after the date on which the Administrator or
                     the Administrator's designate receives a complete and
                     accurate election of such change.

              (iv)   An Active Participant may suspend Eligible Earnings
                     reductions.  The suspension will be effective as soon as
                     administratively practicable after the date on which the
                     Administrator or the Administrator's designate receives a
                     complete and accurate election of such suspension. 
                     Eligible Earnings reductions for an Active Participant who
                     makes a hardship withdrawal under Section 6.1 will be
                     automatically suspended for the 12-month period beginning
                     on the date of the withdrawal distribution.


                                          5
<PAGE>

              (v)    An Active Participant whose Eligible Earnings reductions
                     have ceased by reason of automatic or voluntary suspension
                     may, after the end of the suspension period, resume
                     Eligible Earnings reductions in accordance with clause
                     (ii).

       (c)    Elections pursuant to this section and Eligible Earnings
              reductions must be made in accordance with and are subject to Plan
              Rules.  Only Eligible Earnings payable after an Active
              Participant's complete and accurate election has been received and
              become effective will be reduced pursuant to the election.  If any
              election is not processed on a timely basis, or if, for any
              reason, an Active Participant's Eligible Earnings are not reduced
              in accordance with the Participant's election, no retroactive
              adjustments will be made to take into account the effect of any
              such delay or failure.

3.2.   MATCHING CONTRIBUTIONS.

       (a)    Subject to Subsection (d) and the limitations described in Article
              9, the Participating Employer of an eligible Participant will make
              a Matching Contribution on behalf of the Participant for a
              calendar quarter in an amount, if any, equal to 25 percent of the
              lesser of (i) the Before-Tax Contributions made by the
              Participating Employer on the Participant's behalf for the
              calendar quarter and (ii) six percent of the Participant's
              Eligible Earnings from the Participating Employer for the calendar
              quarter.  For this purpose, an eligible Participant with respect
              to a given calendar quarter is a Participant who

              (i)    is a Qualified Employee who is either on active status or
                     paid leave of absence on the last day of the calendar
                     quarter or

              (ii)   terminated employment during the calendar quarter

                     (1)    at or after his or her Normal Retirement Date

                     (2)    on account of his or her death

                     (3)    on account of his or her becoming Disabled or

                     (4)    following his or her attainment of age 60 if the sum
                            of his or her age and years of Vesting Service
                            equals or exceeds 65;

                     provided, that this condition will be applied only with
                     respect to a Participant, such sole application being made
                     for the calendar quarter during which this clause (ii)
                     first applies and the condition under clause (i) is not
                     satisfied.

       (b)    Subject to Subsection (d) and the limitations described in Article
              9, the Participating Employer of an eligible Participant will make
              a Matching Contribution on behalf of the Participant for a Plan
              Year in an amount, if any, equal to a percentage, determined by
              the Participating Employer's Board, of the lesser of (i) the
              Before-Tax Contributions made by the Participating Employer on the
              Participant's behalf for the Plan Year and (ii) six percent of the
              Participant's Eligible Earnings from the Participating Employer
              for the Plan Year; provided, that the percentage may be different
              for eligible Participants employed in different Participating
              Business Units of the Participating Employer based on the annual
              profit performance of each Participating Business Unit, as
              determined by


                                          6
<PAGE>

              the Participating Employer's Board.  For this purpose, an eligible
              Participant with respect to a given Plan Year is a Participant who

              (i)    is a Qualified Employee who is either on active status or
                     paid leave of absence on the last day of the Plan Year or

              (ii)   terminated employment during the Plan Year

                     (1)    at or after his or her Normal Retirement Date

                     (2)    on account of his or her death

                     (3)    on account of his or her becoming Disabled or

                     (4)    following his or her attainment of age 60 if the sum
                            of his or her age and years of Vesting Service
                            equals or exceeds 65;

                     provided, that this condition will be applied only with
                     respect to a Participant, such sole application being made
                     for the calendar quarter during which this clause (ii)
                     first applies and the condition under clause (i) is not
                     satisfied.

       (c)    A Participating Employer's Matching Contributions for a Plan Year
              will be paid to the Trustee on such date or dates during or
              following such Plan Year as the Participating Employer may elect
              but in no case more than 12 months after the end of the Plan Year.
              
       (d)    No Matching Contribution will be made with respect to any portion
              of a Participant's Before-Tax Contributions returned to the
              Participant pursuant to Article 9.  For this purpose, Before-Tax
              Contributions with respect to which no Matching Contributions are
              made for a Plan Year will be deemed to be the first such
              contributions returned to the Participant.  If the Administrator
              determines that Matching Contributions that have been added to a
              Participant's Matching Contribution Account should not have been
              added by reason of this subsection, the contributions, increased
              by Fund earnings or decreased by Fund losses attributable to the
              contributions as determined under Section 9.5, will be subtracted
              from the Account as soon as administratively practicable after the
              determination is made and will be applied to satisfy the
              contribution obligations of the Participating Employer that made
              the excess contributions for the Plan Year for which the excess
              contributions were made.  If, because of the passage of time, the
              excess cannot be applied in this way, the excess will be
              allocated, in the discretion of the Administrator

              (i)    among the Matching Contribution Accounts of all
                     Participants who made Before-Tax Contributions for the Plan
                     Year as Qualified Employees of the Participating Employer
                     in proportion to such Before-Tax Contributions up to six
                     percent of Eligible Earnings, or 

              (ii)   as a corrective contribution pursuant to Section 3.6.


                                          7
<PAGE>

3.3.   PROFIT SHARING CONTRIBUTIONS.

       (a)    Subject to the limitations described in Article 9, for each Plan
              Year a Participating Employer will make a Profit Sharing
              Contribution in an amount equal to the sum of:

              (i)    three percent of the aggregate Eligible Earnings for the
                     Plan Year of all Participant's eligible to share in the
                     contribution for the Plan Year plus

              (ii)   an additional amount, if any, separately determined by the
                     Participating Employer's Board for each of its
                     Participating Business Units based on the annual profit
                     performance of each Participating Business Unit.

       (b)    To be eligible to share in a Participating Employer's Profit
              Sharing Contribution for a particular Plan Year, a Participant
              must have received Eligible Earnings for the Plan Year from the
              Participating Employer and either -

              (i)    completed at least 1000 Hours of Service during the Plan
                     Year and been employed as a Qualified Employee who is
                     either on active status or paid leave of absence on the
                     last day of the Plan Year or

              (ii)   terminated employment during the Plan Year

                     (1)    at or after his or her Normal Retirement Date

                     (2)    on account of his or her death

                     (3)    on account of his or her becoming Disabled or 

                     (4)    following his or her attainment of age 60 if the sum
                            of his or her age and years of Vesting Service
                            equals or exceeds 65;

                     provided, that this condition will be applied only once
                     with respect to a Participant, such sole application being
                     made for the Plan Year during which this clause (ii) first
                     applies and the condition under clause (i) is not
                     satisfied.

       (c)    Subject to the limitations described in Article 9, a Participating
              Employer's Profit Sharing Contribution for a Plan Year will be
              allocated among Participants who have satisfied the eligibility
              conditions under Subsection (b) for the Plan Year as follows:

              (i)    The Participating Employer's contribution described in
                     Subsection (a)(i) will be allocated to each eligible
                     Participant in the same proportion that his or her Eligible
                     Earnings for the Plan Year bears to the aggregate Eligible
                     Earnings for the Plan Year of all Participants eligible to
                     share in the Participating Employer's contribution.

              (ii)   The Participating Employer's contribution described in
                     Subsection (a)(ii) with respect to a given Participating
                     Business Unit will be allocated to each eligible
                     Participant who received Eligible Earnings for the Plan
                     Year with respect to services for the Participating
                     Business Unit (other than administrative services with
                     respect to which he or she is included in the Corporate
                     Participating


                                          8
<PAGE>

                     Business Unit unless the contribution relates to the
                     Corporate Participating Business Unit) as follows:

                     (1)    An amount equal to three percent of his or her
                            Excess Eligible Earnings for the Plan Year.  If,
                            however, the contribution is less than three percent
                            of the aggregate Excess Eligible Earnings of all
                            Participants eligible to share in the contribution
                            with respect to the Participating Business Unit, the
                            contribution will be allocated to each such eligible
                            Participant in the same proportion that his or her
                            Excess Eligible Earnings for the Plan Year bears to
                            the aggregate Excess Eligible Earnings for the Plan
                            Year of all Participants eligible to share in the
                            contribution with respect to the Participating
                            Business Unit.

                     (2)    To the extent the contribution is not exhausted
                            after it has been allocated under clause (1), each
                            eligible Participant's share of the remainder will
                            be an amount equal to two and seven-tenths percent
                            of the sum of his or her Eligible Earnings plus his
                            or her Excess Eligible Earnings for the Plan Year. 
                            If, however, the contribution is less than two and
                            seven-tenths percent of the sum of the aggregate
                            Eligible Earnings plus the aggregate Excess Eligible
                            Earnings of all Participants eligible to share in
                            the contribution with respect to the Participating
                            Business Unit, the contribution will be allocated to
                            each such eligible Participant in the same
                            proportion that the sum of his or her Eligible
                            Earnings plus his or her Excess Eligible Earnings
                            for the Plan Year bears to the sum of the aggregate
                            Eligible  Earnings plus the aggregate Excess
                            Eligible Earnings for the Plan Year of all such
                            eligible Participants.

                     (3)    To the extent the contribution is not exhausted
                            after it has been allocated pursuant to clauses (1)
                            and (2), the balance, if any, will be allocated to
                            each Participant eligible to share in the
                            contribution with respect to the Participating
                            Business Unit in the same proportion that his or her
                            Eligible Earnings for the Plan Year bears to the
                            aggregate Eligible Earnings for the Plan Year of all
                            such eligible Participants. 

       (d)    A Participating Employer's Profit Sharing Contribution for a Plan
              Year, if any, will be paid to the Trustee on such date or dates
              during or following such Plan Year as the Participating Employer
              may elect but in no case more than 12 months after the end of the
              Plan Year.  

3.4.   AFTER-TAX CONTRIBUTIONS.  

       (a)    Subject to the limitations described in Article 9, an Active
              Participant may make After-Tax Contributions in accordance with
              the succeeding provisions of this section.  An Active Participant
              is not required to make After-Tax Contributions as a condition of
              having Before-Tax Contributions, Matching Contributions or Profit
              Sharing Contributions made on his or her behalf.  After-Tax
              Contributions will be paid to the Trustee as soon as
              administratively practicable after the date on which the Active
              Participant would have received the Eligible Earnings but for his
              or her election pursuant to this section but in no case later than
              the fifteenth business day of the month following 


                                          9
<PAGE>

              the month during which the Participant would have received the
              Eligible Earnings but for his or her election pursuant to his
              section.

       (b)    Except as provided in Subsection (c), After-Tax Contributions will
              be made in accordance with the following rules -

              (i)    An Active Participant may elect to contribute any one
                     percent increment of his or her Eligible Earnings from one
                     percent to a maximum percentage specified in Plan Rules and
                     the elected percentage will automatically apply to the
                     Active Participant's Eligible Earnings as adjusted from
                     time to time.  Plan Rules may specify a lower maximum
                     percentage (which may be zero) for Active Participants who
                     are Highly Compensated Employees.  Neither deductions from
                     Eligible Earnings nor After-Tax Contributions will be made
                     on behalf of a Participant with respect to a period during
                     which he or she is not an Active Participant.

              (ii)   An Active Participant's After-Tax Contributions will
                     commence as soon as administratively practicable after the
                     date on which the Administrator or the Administrator's
                     designate receives a complete and accurate election.

              (iii)  An Active Participant may change the percentage rate of his
                     or her After-Tax Contributions.  The change will be
                     effective as soon as administratively practicable after the
                     date on which the Administrator or the Administrator's
                     designate receives a complete and accurate election of such
                     change.

              (iv)   An Active Participant may suspend his or her After-Tax
                     Contributions.  The suspension will be effective as soon as
                     administratively practicable after the date on which the
                     Administrator or the Administrator's designate receives a
                     complete and accurate election of such suspension. 
                     After-Tax Contributions by an Active Participant who makes
                     a hardship withdrawal under Section 6.1 will be
                     automatically suspended for the 12-month period beginning
                     on the date of the withdrawal distribution.

              (v)    An Active Participant whose After-Tax Contributions have
                     ceased by reason of automatic or voluntary suspension may,
                     after the end of the suspension period, resume After-Tax
                     Contributions in accordance with clause (ii).

       (c)    Elections pursuant to this section and After-Tax Contributions
              must be made in accordance with and are subject to Plan Rules. 
              Only Eligible Earnings payable after an Active Participant's
              complete and accurate election has been received and become
              effective will be subject to deduction pursuant to the election. 
              If any election is not processed on a timely basis, or if, for any
              reason, an Active Participant's After-Tax Contributions are not
              made in accordance with the Participant's election, no retroactive
              adjustments will be made to take into account the effect of any
              such delay or failure.  Plan Rules, however, may permit an Active
              Participant to make After-Tax Contributions during any remaining
              portion of the Plan Year during which the delay or failure
              occurred at more than the otherwise applicable maximum percentage
              to adjust for the effect of the delay or failure so long as the
              After-Tax Contributions for the Plan Year do not exceed the
              applicable maximum percentage or the limitations described in
              Article 9.


                                          10
<PAGE>

3.5.   ROLLOVERS AND TRANSFERS.

       (a)    With the prior consent of the Administrator, an Active Participant
              may contribute to the Trust, in a direct rollover pursuant to Code
              section 401(a)(31) or within 60 days of receipt,

              (i)    an amount paid or distributed out of an individual
                     retirement account to which the only contributions have
                     been one or more eligible rollover distributions, within
                     the meaning of Code section 402(c)(4), from a plan
                     qualified under Code section 401(a), or

              (ii)   an eligible rollover distribution from such a qualified
                     plan. 

       (b)    With the prior consent of the Administrator, an Active
              Participant's accounts under another tax-qualified plan may be
              transferred directly to the Trust.  Other than in connection with
              an acquisition, such a transfer will not be permitted if, as a
              result of the transfer, the Plan would be required to provide any
              option with respect to the form or time of distribution or any
              other benefit, right or feature not available under the Plan prior
              to the transfer.

       (c)    Other than in connection with an acquisition, any contribution or
              transfer to the Trust pursuant to this section must be made in
              cash and will be added to the Participant's Rollover Account.

3.6.   CORRECTIVE CONTRIBUTIONS.  For any Plan Year a Participating Employer
       may, but is not required to, contribute to the Matching Contribution
       Accounts or Profit Sharing Contribution Accounts, or both, of Active
       Participants who are not Highly Compensated Employees, or any group of
       such Participants identified by the Participating Employer's Board, such
       amounts as it deems advisable to assist the Plan in satisfying the
       requirements of Section 9.2, 9.3 or 9.4, or any other requirement under
       the Code or Treasury Regulations, for the Plan Year.  Contributions to
       such Participants' Matching Contribution Accounts will be allocated in
       proportion to the Before-Tax Contributions made on their behalf for the
       Plan Year up to six percent of Eligible Earnings.  Contributions to such
       Participants' Profit Sharing Contribution Accounts will be allocated in
       proportion to their respective Eligible Earnings from the Participating
       Employer for the Plan Year.  Any amount allocated to a Participant's
       Matching Contribution Account or Profit Sharing Contribution Account
       pursuant to this section which is used to satisfy the requirements of
       Section 9.2, 9.3 or 9.4 will be added to a separate subaccount with
       respect to which gains, losses, withdrawals and other credits or charges
       are separately allocated on a reasonable and consistent basis pursuant to
       Section 4.2.


                                          11
<PAGE>

                                      ARTICLE
                                         4.
                               Accounts and Valuation


4.1.   ESTABLISHMENT OF ACCOUNTS.  For each Participant, the following Accounts
       will be established and maintained: 

       (a)    A Before-Tax Contribution Account, to which there will be added
              any Before-Tax Contributions made on the Participant's behalf; 

       (b)    A Matching Contribution Account, which will include the balance of
              his or her employer contribution account under prior provisions of
              the Plan and to which there will be added any Matching
              Contributions made on the Participant's behalf;

       (c)    A Profit Sharing Contribution Account, which will include the
              balance of his or her profit sharing account under the BMC
              Industries, Inc. Profit Sharing Plan and to which there will be
              added any Profit Sharing Contributions made on the Participant's
              behalf; 

       (d)    An After-Tax Contribution Account, which will include the balance
              of his or her supplemental contribution account and employee basic
              contribution account under prior provisions of the Plan and to
              which there will be added any After-Tax Contributions made by the
              Participant; and

       (e)    A Rollover Account, to which there will be added any rollover or
              trust-to-trust transfer made on the Participant's behalf pursuant
              to Section 3.5; and

       (f)    A Profit Sharing Plan Rollover Account which will consist solely
              of the balance of his or her rollover account under the BMC
              Industries, Inc. Profit Sharing Plan.

       One or more additional accounts may be established and maintained for any
       Participant or group of similarly situated Participants in connection
       with the merger of another plan into the Plan, in which case provisions
       of the Plan applicable solely to such accounts will be set forth on an
       exhibit to the Plan in accordance with Section 14.5.

4.2.   VALUATION AND ACCOUNT ADJUSTMENT.  As of the close of business on each
       day on which the New York Stock Exchange is open for regular business,
       each Participant's Accounts within each investment fund established
       pursuant to Section 5.1 will be adjusted, in a manner determined by the
       Administrator to be uniform and equitable, for income, expense, gains and
       losses of the investment fund, as well as contributions, withdrawals,
       loans, loan repayments, satisfaction of unpaid indebtedness in accordance
       with Section 6.7(h)(iv), distributions and similar activity, since the
       last prior adjustment.


                                          12
<PAGE>

4.3.   ALLOCATIONS DO NOT CREATE RIGHTS.  The fact that allocations are made and
       credited to the Accounts of a Participant does not vest in the
       Participant any right, title or interest in or to any portion of the Fund
       except at the time or times and upon the terms and conditions expressly
       set forth in the Plan.  Notwithstanding any allocation or addition to the
       Account of any Participant, the issuance of any statement to the
       Participant or a Beneficiary of a deceased Participant or the
       distribution of all or a portion of any Account balance, the
       Administrator may direct the Account to be adjusted to the extent
       necessary to correct any error in the Account, whether caused by
       misapplication of any provision of the Plan or otherwise, and may recover
       from the Participant or Beneficiary the amount of any excess
       distribution.


                                          13
<PAGE>

                                      ARTICLE
                                         5.
                          Participant Investment Direction
                                          

5.1.   ESTABLISHMENT OF INVESTMENT FUNDS.

       (a)    In order to allow each Participant to determine the manner in
              which his or her Accounts will be invested, the Trustee will
              maintain, within the Trust, three or more separate investment
              funds of such nature and possessing such characteristics as the
              Committee may specify from time to time.  Each Participant's
              Accounts will be invested in the investment funds in the
              proportions directed by the Participant in accordance with the
              procedures set forth in Sections 5.2 and 5.3.

       (b)    In addition to the investment funds maintained pursuant to
              Subsection (a), the Trustee will maintain, within the Trust, the
              BMC Common Stock Fund which will be invested in shares of Company
              Stock except for such amounts of cash as the Trustee determines to
              be necessary to satisfy short-term liquidity requirements and cash
              held pending acquisition of shares of Company Stock.  Shares of
              Company stock held in the BMC Common Stock Fund will be voted or,
              in connection with a public or private tender or exchange offer,
              tendered and sold or exchanged by the Trustee in its discretion.

       (c)    The Committee may, from time to time, direct the Trustee to
              establish additional investment funds or to terminate any existing
              investment fund.

       (d)    Notwithstanding any other provision of the Plan to the contrary,
              the Committee may direct the Trustee to suspend Participant
              investment activity (including such activity in connection with
              the withdrawals, loans and distributions) in any or all investment
              funds, or impose special rules or restrictions of uniform
              application, for a period determined by the Committee to be
              necessary in connection with

              (i)    the establishment or termination of any investment fund,

              (ii)   the receipt by the Trustee from, or transfer by the Trustee
                     to, another trust of account balances pursuant to Section
                     3.5 or 8.7 in connection with an acquisition or divestiture
                     or otherwise,

              (iii)  a change of Trustee or investment manager or

              (iv)   such other circumstances determined by the Committee as
                     making such suspension or special rules or restrictions
                     necessary or appropriate.

5.2.   CONTRIBUTION INVESTMENT DIRECTIONS.

       (a)    Subject to Section 5.4, in conjunction with his or her enrollment
              in the Plan, a Participant must direct the manner in which
              contributions to his or her Accounts will be invested among the
              investment funds maintained pursuant to Section 5.1.  Such a
              direction must be made in accordance with and is subject to Plan
              Rules.  To the extent a Participant fails to direct Account
              investments, the Accounts will be invested in the manner specified
              in Plan Rules.


                                          14
<PAGE>

       (b)    Subject to Section 5.4, a Participant may direct a change in the
              manner in which future contributions credited to his or her
              Accounts will be invested among the investment funds maintained
              pursuant to Section 5.1.  Such a direction must be made in
              accordance with and is subject to Plan Rules and will be effective
              as soon as administratively practicable after it is received by
              the Administrator or the Administrator's designate.

       (c)    Plan Rules will include procedures pursuant to which Participants
              are provided with the opportunity to obtain written confirmation
              of investment directions made pursuant to this section.

5.3.   TRANSFER AMONG INVESTMENT FUNDS.

       (a)    Subject to Section 5.4, a Participant may direct the transfer of
              his or her Accounts among the investment funds maintained pursuant
              to Section 5.1.  Such a direction must be made in accordance with
              and is subject to Plan Rules and will be effective as soon as
              administratively practicable after it is received by the
              Administrator or the Administrator's designate.

       (b)    Plan Rules will include procedures pursuant to which Participants
              are provided with the opportunity to obtain written confirmation
              of investment directions made pursuant to this section.

       (c)    Plan Rules may impose uniform limitations and restrictions
              applicable to transfers into and out of specific investment funds.

5.4.   BMC COMMON STOCK FUND.

       (a)    Subject to Subsection (b), all amounts credited to a Participant's
              Matching Contribution Account will be invested only in the BMC
              Common Stock Fund and no amounts credited to any of a
              Participant's other Accounts may be invested in the BMC Common
              Stock Fund.

       (b)    Notwithstanding Subsection (a) -

              (i)    Not more than once each calendar quarter, a Participant who
                     has attained age 55 may elect to transfer all or any
                     portion of his or her Matching Contribution Account from
                     the BMC Common Stock Fund to one or more of the investment
                     funds maintained pursuant to Section 5.1 other than the BMC
                     Common Stock Fund.  The election must be made in accordance
                     with and is subject to Plan Rules and will be effective as
                     soon as administratively practicable after it is received
                     by the Administrator or the Administrator's designate.  All
                     Matching Contributions credited to the Participant's
                     Matching Contribution Account after the effective date of
                     the direction will continue to be invested pursuant to
                     Subsection (a).

              (ii)   Not more than once each calendar quarter, a Participant who
                     is an Employee and is not eligible to make directions
                     pursuant to Subsection (b)(i) may elect to transfer up to
                     25 percent of his or her Matching Contribution Account from
                     the BMC Common Stock Fund to one or more of the investment
                     funds maintained pursuant to Section 5.1 other than the BMC
                     Common Stock Fund.  A Participant


                                          15
<PAGE>

                     may only make an election pursuant to this Subsection
                     (c)(ii) if the portion of the Participant's Matching
                     Contribution Account invested in the BMC Common Stock Fund
                     equals or exceeds 20 percent of the balance of the
                     Participant's Matching Contribution Account.  The election
                     must be made in accordance with and is subject to Plan
                     Rules and will be effective as soon as administratively
                     practicable after it is received by the Administrator or
                     the Administrator's designate.  All Matching Contributions
                     credited to the Participant's Matching Contribution Account
                     after the effective date of such direction will continue to
                     be invested pursuant to Subsection (a).

5.5.   INVESTMENT DIRECTION RESPONSIBILITY RESIDES WITH PARTICIPANTS.  The Plan
       is intended to constitute a plan described in section 404(c) of the
       Employee Retirement Income Security Act of 1974, as amended. 
       Accordingly, neither the Administrator, the Trustee nor the Participating
       Employers have any authority, discretion, responsibility or liability
       with respect to a Participant's selection of the investment funds in
       which his or her Accounts will be invested, the entire authority,
       discretion and responsibility for, and any results attributable to, the
       selection being that of the Participant.

5.6.   BENEFICIARIES AND ALTERNATE PAYEES.  Solely for purposes of this article,
       the term "Participant" includes the Beneficiary of a deceased Participant
       and an alternate payee under a qualified domestic relations order within
       the meaning of Code section 414(p) unless otherwise provided in such
       order, but only after -

              (i)    the Administrator has determined the identity of the
                     Beneficiary and the amount of the Account balance to which
                     he or she is entitled in the case of a Beneficiary of a
                     deceased Participant, or

              (ii)   the Administrator has, in accordance with Plan Rules, made
                     a final determination that the order is a qualified
                     domestic relations order and all rights to contest such
                     determination in a court of competent jurisdiction within
                     the time prescribed by Plan Rules have expired or been
                     exhausted in the case of an alternate payee.


                                          16
<PAGE>

                                      ARTICLE
                                         6.
                       Withdrawals During Employment and Loans


6.1.   HARDSHIP WITHDRAWALS FROM BEFORE-TAX CONTRIBUTION ACCOUNT.

       (a)    Subject to the provisions of Section 6.5, a Participant who is an
              Employee may make a hardship withdrawal from the portion of his or
              her Before-Tax Contribution Account consisting of Before-Tax
              Contributions.  A hardship withdrawal will be permitted only if
              the Administrator determines that the withdrawal is made on
              account of an immediate and heavy financial need of the
              Participant and is necessary to satisfy such financial need.  

       (b)    A withdrawal will be deemed to be made on account of an immediate
              and heavy financial need only if it is determined by the
              Administrator to be on account of:

              (i)    expenses for medical care, described in Code section
                     213(d), incurred or to be incurred by the Participant, the
                     Participant's spouse or the Participant's dependent (as
                     described in Code section 152) that are not otherwise
                     reimbursable;

              (ii)   costs directly related to the purchase (excluding mortgage
                     payments) of a principal residence of the Participant;

              (iii)  payment of tuition, related educational fees and room and
                     board expenses for the next 12 months of post-secondary
                     education for the Participant or his or her spouse, child
                     or other dependent; 

              (iv)   payments necessary to prevent the eviction of the
                     Participant from his or her principal residence or
                     foreclosure on the mortgage on the Participant's principal
                     residence; 

              (v)    expenses incurred or to be incurred by the Participant that
                     are directly related to the partial or total destruction of
                     a principal residence of the Participant through an act of
                     God that are not otherwise reimbursable;

              (vi)   expenses incurred or to be incurred by the Participant that
                     are directly related to and the principal purpose of which
                     is the legal adoption of a child by the Participant that
                     are not otherwise reimbursable; or 

              (vii)  loss of income due to layoff of the Participant or his or
                     her spouse.

       (c)    A withdrawal will be deemed to be necessary to satisfy the
              immediate and heavy financial need of the Participant only if the
              Administrator determines that each of the following requirements
              is satisfied.

              (i)    The distribution is not more than the sum of the amount of
                     the immediate and heavy financial need of the Participant
                     plus the amount necessary to pay any federal, state or
                     local taxes or penalties that the Participant will incur in


                                          17
<PAGE>

                     connection with the distribution, as estimated by the
                     Administrator in accordance with Plan Rules.

              (ii)   The Participant has received all withdrawals and has taken
                     all nontaxable loans available under the Plan and all other
                     qualified plans maintained by any Affiliated Organization.

              (iii)  All Before-Tax Contributions and After-Tax Contributions
                     under the Plan and all elective deferrals and after-tax
                     employee contributions by or on behalf of the Participant
                     under any other qualified or nonqualified plan of deferred
                     compensation maintained by any Affiliated Organization are
                     suspended for a period of 12 months following the date of
                     the distribution.

              (iv)   For the Participant's taxable year following the taxable
                     year during which he or she received the withdrawal
                     distribution, the amount of elective deferrals under all
                     qualified plans maintained by any Affiliated Organization
                     (including Before-Tax Contributions pursuant to the Plan)
                     that may be made on the Participant's behalf under Code
                     section 402(g) is reduced by the amount of such elective
                     deferrals made on the Participant's behalf for the taxable
                     year during which he or she received the distribution.

       (d)    The Administrator's determination of the existence of a
              Participant's financial hardship and the amount that may be
              withdrawn to satisfy the need created by such hardship will be
              made in accordance with Treasury Regulations, and is final and
              binding on the Participant. The Administrator may require the
              Participant to make representations and certifications concerning
              his or her entitlement to a withdrawal pursuant to this section
              and is entitled to rely on such representations and certifications
              unless the Administrator has actual knowledge to the contrary. 
              The Administrator is not obligated to supervise or otherwise
              verify that amounts withdrawn are applied in the manner specified
              in the Participant's withdrawal application.

6.2.   OTHER WITHDRAWALS FROM BEFORE-TAX CONTRIBUTION ACCOUNT.  Subject to the
       provisions of Section 6.5, a Participant who (a) is an Employee, (b) has
       attained age 59-1/2 and (c) has received all withdrawals available
       pursuant to Sections 6.3 and 6.4, may withdraw all or any part of his or
       her Before-Tax Contribution Account balance.

6.3.   WITHDRAWALS FROM AFTER-TAX CONTRIBUTION ACCOUNT.  

       (a)    Subject to the provisions of Section 6.5, a Participant who is an
              Employee may withdraw all or any part of his or her After-Tax
              Contribution Account balance.

       (b)    A Participant's After-Tax Contribution Account will be treated as
              a separate contract under the Plan for purposes of Code section
              72(d).  Insofar as the Plan permitted Participants to make
              in-service withdrawals from their After-Tax Contribution Accounts
              on May 5, 1986, notwithstanding Subsection (a), all withdrawals
              pursuant to this section will be deemed to be made first from a
              Participant's investment in the contract as of December 31, 1986,
              to the extent thereof, and then from the separate contract
              pursuant to this subsection.


                                          18
<PAGE>

6.4.   WITHDRAWALS FROM ROLLOVER ACCOUNT.  Subject to the provisions of Section
       6.5, a Participant who (a) is an Employee and (b) has received all
       withdrawals available pursuant to Section 6.3, may withdraw all or any
       part of his or her Rollover Account balance.

6.5.   RULES FOR WITHDRAWALS.

       (a)    Applications for withdrawals must be made in accordance with and
              are subject to Plan Rules.

       (b)    A withdrawal distribution will be made as soon as administratively
              practicable after a complete and accurate application form is
              received by the Administrator or the Administrator's designate.

       (c)    A withdrawal distribution will be made on a substantially pro rata
              basis from the investment funds in which the Account against which
              the distribution is charged is then invested.

       (d)    All withdrawal distributions will be made in the form of a lump
              sum payment by check drawn on the Trust.  Withdrawal distributions
              will be made as soon as administratively practicable after the
              Administrator's determination that a Participant is entitled to
              receive the withdrawal distribution and will be based on the
              balance of the Participant's Account as of the date on which the
              distribution is processed.  

       (e)    A Participant may not withdraw the portion of his or her Accounts
              consisting of a note evidencing the unpaid balance of any loan
              made pursuant to the Plan.

       (f)    The provisions of Section 8.7(a) apply to any withdrawal
              distribution that constitutes an eligible rollover distribution
              within the meaning of Code section 402(c)(4).

6.6.   NO WITHDRAWALS FROM MATCHING CONTRIBUTION ACCOUNT, PROFIT SHARING
       CONTRIBUTION ACCOUNT OR PROFIT SHARING PLAN ROLLOVER ACCOUNT.  Except as
       otherwise expressly provided in the Plan, a Participant may not receive a
       distribution from his or her Matching Contribution Account, Profit
       Sharing Contribution Account or Profit Sharing Plan Rollover Account
       while he or she is an Employee.

6.7.   PLAN LOANS.

       (a)    Each Participant or Beneficiary of a deceased Participant who (i)
              is an Employee or is otherwise a "party in interest" within the
              meaning of the Employee Retirement Income Security Act of 1974, as
              amended, and (ii) has received all withdrawals available pursuant
              to Section 6.3, may borrow funds from the vested portion of his or
              her Before-Tax Contribution Account, Matching Contribution Account
              and Rollover Account, by submitting to the Administrator or the
              Administrator's designate a complete and accurate loan
              application, in accordance with and subject to Plan Rules, subject
              however, to the succeeding provisions of this section. 

       (b)    The amount of the loan may not cause the aggregate amount of
              outstanding loans to the borrower from the Plan to exceed the
              lesser of:


                                          19
<PAGE>

              (i)    $50,000, reduced by the excess (if any) of (1) the highest
                     outstanding balance of all loans to the borrower from the
                     Plan and all other qualified plans maintained by any
                     Affiliated Organization during the 12-month period ending
                     on the day before the date of the loan over (2) the
                     outstanding balance of such loans on the date of the loan; 

              (ii)   50 percent of the aggregate vested balance of the
                     borrower's Before-Tax Contribution Account, Matching
                     Contribution Account and Rollover Account as of the date on
                     which the loan is made.

              For purposes of this subsection, the borrower's outstanding loan
              balance on a given date will include any loan that is deemed
              distributed pursuant to Code section 72(p) and that has not been
              repaid to the extent required by Treasury Regulations.

       (c)    No loan will be made from the portion of a borrower's Matching
              Contribution Account invested in the BMC Common Stock Fund.  If a
              Participant's Matching Contribution Account is not fully vested,
              the portion of the Account that is not invested in the BMC Common
              Stock Fund will be allocated ratably among the vested and
              nonvested portions of the Account.

       (d)    No individual loan will be made in an amount less than $1000.

       (e)    No borrower may have more than one loan outstanding at any time.

       (f)    Each loan will be charged against the vested portion of the
              borrower's Accounts in the following order:  Rollover Account,
              Before-Tax Contribution Account and Matching Contribution Account.
              The loan proceeds will be obtained on a substantially pro rata
              basis from the investment fund or funds in which the Account
              against which the loan is charged is then invested, except that no
              proceeds will be obtained from the portion of a borrower's
              Matching Contribution Account invested in the BMC Common Stock
              Fund.

       (g)    The annual interest rate on any loan will be the annual prime rate
              of interest in effect on the date of the loan as determined by
              Norwest Bank Minnesota, N.A., plus one percent.

       (h)    The borrower must execute a form of promissory note provided by
              the Administrator, which:

              (i)    Creates in the Trust a valid first lien against the
                     borrower's entire right, title and interest in and to his
                     or her Accounts (excluding his or her Profit Sharing
                     Contribution Account and Profit Sharing Plan Rollover
                     Account) equal to the initial amount borrowed plus accrued
                     interest thereon;

              (ii)   Provides for a maturity date not to exceed five years from
                     the date of the note unless the borrower certifies to the
                     Administrator that the proceeds of the loan will be applied
                     to acquire a dwelling unit that will be the borrower's
                     principal residence or will become his or her principal
                     residence within a reasonable time after the date of the
                     loan in which case the maturity date will not exceed ten
                     years from the date of the note;


                                          20
<PAGE>

              (iii)  Except as otherwise provided in Plan Rules with respect to
                     suspension of repayment during leaves of absence, provides
                     for payments of principal and interest in equal
                     installments of such frequency, not less frequently than
                     quarterly, in such minimum amounts and for such maximum
                     period as Plan Rules prescribe;

              (iv)   Provides that upon default, as defined in Plan Rules, (1)
                     the unpaid indebtedness will be accelerated and, unless the
                     borrower repays the full amount of the outstanding balance
                     of the loan, satisfied from any distribution then due and
                     from the vested balance of the borrower's Accounts that
                     could then be distributed to the borrower or his or her
                     Beneficiary, with a corresponding reduction in the Account
                     balance, and (2) the date on which repayment of any
                     remaining part of such unpaid indebtedness is due will be
                     extended, until the first date on which the borrower or his
                     or her Beneficiary could receive a distribution from the
                     Plan, on which date the unpaid indebtedness will be
                     satisfied in full and the Account will be reduced by the
                     amount of the unpaid indebtedness.

       (i)    In addition to the documents described in Subsection (h), a
              borrower must execute an appropriate document under which all
              Affiliated Organizations are authorized to deduct from the
              borrower's pay the amount of payments due under the terms of any
              loan, and must provide such other documents as may from time to
              time be required under Plan Rules.

       (j)    Before making any loan, the Administrator will deliver to the
              borrower a clear statement of the charges involved in the proposed
              loan transaction.  The statement will include the dollar amount of
              the loan, the annual rate of the finance charge and the aggregate
              amount of the finance charge to the date of maturity.

       (k)    Each loan will be a loan by the Trust, but for Trust accounting
              purposes the loan will be deemed made from the borrower's Account,
              and the note executed by the borrower will be deemed to be an
              asset of the Account against which the loan is charged.  When a
              loan is made, the borrower's Account and any investment fund from
              which the loan proceeds are obtained will be reduced by an amount
              equal to the principal balance of the loan and a Loan Account will
              be established for the borrower with an initial balance equal to
              the principal amount of the loan.  The Loan Account will be
              excluded for purposes of determining and allocating the net
              earnings (or losses) of the Trust pursuant to Section 4.2.  A
              borrower's repayments of principal and payments of interest will
              be credited to the Accounts from which the loan proceeds were
              obtained on a substantially pro rata basis until the amount
              borrowed from each such Account has been fully replaced by
              principal repayments.  The Loan Account will be reduced by the
              amount of any principal payment  on the loan.  Repayments of loan
              principal and payments of interest will be invested as soon as
              administratively practicable following receipt by the Trustee in
              accordance with the borrower's most recent investment directions
              with respect to new contributions.

       (l)    The Administrator will establish a means pursuant to which a
              borrower who is an Employee must make loan repayments by payroll
              deduction and any other borrower must make loan repayments by
              periodic remittals to the Administrator or the Trustee.  


                                          21
<PAGE>

       (m)    The outstanding balance of any loan, including any accrued
              interest, may be repaid in its entirety at any time prior to
              maturity without penalty.  Partial prepayments will not be
              permitted.

       (n)    The Administrator may establish Plan Rules which specify other
              terms and conditions as may be necessary or desirable for the
              administration of loans under this section.


                                          22
<PAGE>

                                      ARTICLE
                                         7.
                              Vesting and Forfeitures


7.1.   VESTING.  

       (a)    Each Participant always has a fully vested nonforfeitable interest
              in his or her Before-Tax Contribution Account, After-Tax
              Contribution Account, Rollover Account and Profit Sharing Plan
              Rollover Account, in the portion of his or her Matching
              Contribution Account attributable to his or her employer
              contribution account under prior provisions of the Plan and in the
              portion of his or her Matching Contribution Account or Profit
              Sharing Contribution Account credited to a subaccount described in
              Section 3.6.

       (b)    A Participant will acquire a fully vested nonforfeitable interest
              in the portions of his or her Matching Contribution Account and
              Profit Sharing Contribution Account not described in Subsection
              (a) upon attaining his or her Normal Retirement Date while he or
              she is an Employee or upon becoming a Participant after his or her
              Normal Retirement Date.

       (c)    A Participant will acquire a fully vested nonforfeitable interest
              in the portions of his or her Matching Contribution Account and
              Profit Sharing Contribution Account not described in Subsection
              (a) if he or she dies or becomes Disabled while he or she is an
              Employee.

       (d)    A Participant will acquire a fully vested nonforfeitable interest
              in the portion of his or her Profit Sharing Account not described
              in Subsection (a) upon the Participant's termination of employment
              following the Participant's attainment of age 60 if the sum of his
              or her age and full years of Vesting Service is at least 65.

       (e)    A Participant will acquire a fully vested nonforfeitable interest
              in the portions of his or her Matching Contribution Account and
              Profit Sharing Contribution Account not described in Subsection
              (a) if the Affiliated Organization, Participating Business Unit,
              business unit, location or division at which the Participant is
              employed, permanently ceases operations or is sold or otherwise
              transferred through sale of stock or of business and assets, in
              such manner that it no longer is, or is no longer owned by, an
              Affiliated Organization.

       (f)    A Participant will acquire a fully vested nonforfeitable interest
              in the portions of his or her Matching Contribution Account and
              Profit Sharing Contribution Account not described in Subsection
              (a) upon a Change in Control with respect to the Company, which
              for purposes of this subsection means any of the following:

              (i)    The sale, lease, exchange, or other transfer of all or
                     substantially all of the assets of the Company, in one
                     transaction or in a series of related transactions, to any
                     Person;

              (ii)   The approval by the stock holders of the Company of any
                     plan or proposal for the liquidation or dissolution of the
                     Company;


                                          23
<PAGE>

              (iii)  Any Person is or becomes the "beneficial owner" (as defined
                     in Rule 13d-3 under the Securities and Exchange Act of
                     1934, as amended (the "Exchange Act")), directly or
                     indirectly, of 50 percent or more of the combined voting
                     power of the Company's outstanding securities ordinarily
                     having the right to vote at elections of directors;

              (iv)   Individuals who constitute the Company's Board of Directors
                     on January 1, 1998 (the "Incumbent Board") cease for any
                     reason to constitute at least a majority thereof, provided
                     that any person becoming a director subsequent to January
                     1, 1998 whose election, or nomination for election, by the
                     Company's stockholders, was approved by a vote of at least
                     a majority of the directors comprising the Incumbent Board
                     (either by a specific vote or by approval of the proxy
                     statement of the Company in which such person is named as a
                     nominee for director, without objection to such nomination)
                     will, for purposes of this clause (iv), be deemed to be a
                     member of the Incumbent Board; or

              (v)    A change in control of a nature that is determined by
                     independent legal counsel to the Company to be required to
                     be reported (assuming such event has not been "previously
                     reported") in response to Item 1(a) of the Current Report
                     on Form 8-K, as in effect on January 1, 1994, pursuant to
                     section 13 or 15(d) of the Exchange Act, whether or not the
                     Company is then subject to such reporting requirement.

              For purpose of applying the foregoing, the term "Person" means and
              includes any individual, corporation, partnership, group,
              association or other "person," as such term is used in section
              14(d) of the Exchange Act, other than the Company, a wholly-owned
              subsidiary of the Company or any employee benefit plan(s)
              sponsored by the Company or a wholly-owned subsidiary of the
              Company.

       (g)    A Participant whose Matching Contribution Account is not otherwise
              fully vested will acquire a vested nonforfeitable interest in the
              portion of his or her Matching Contribution Account not described
              in Subsection (a) to the extent provided in the following
              schedule:

<TABLE>
<CAPTION>
                                                                Vested
                            Years of Vesting Service           Interest
                            ------------------------           --------
                            <S>                                <C>
                            Less Than One Year                    0%
                            One Year                             25%
                            Two Years                            50%
                            Three Years                          75%
                            Four or More Years                  100%
</TABLE>

       (h)    A Participant whose Profit Sharing Contribution Account is not
              otherwise fully vested will acquire a vested nonforfeitable
              interest in the portion of his or her Profit Sharing Contribution
              Account not described in Subsection (a) to the extent provided in
              the following schedule:


                                          24
<PAGE>


<TABLE>
<CAPTION>
                                                                Vested
                            Years of Vesting Service           Interest
                            ------------------------           --------
                            <S>                                <C>
                            Less Than Five Years                   0%
                            Five or More Years                   100%
</TABLE>


7.2.   FORFEITURE UPON DISTRIBUTION.

       (a)    If a Participant receives a distribution of the entire vested
              balance of his or her Accounts after termination of employment and
              before he or she incurs five consecutive One-Year Breaks in
              Service, the nonvested portions of the Participant's Matching
              Contribution Account and Profit Sharing Contribution Account will,
              at the time of such distribution, be forfeited.  A Participant who
              has no vested interest in his or her Matching Contribution Account
              and Profit Sharing Contribution Account when he or she terminates
              employment will be deemed to have received a distribution of the
              entire vested balance of the Accounts at the time of his or her
              termination of employment.

       (b)    If a Participant described in Subsection (a)(i) received a
              distribution of less than the entire balance of his or her
              Accounts, (ii) resumes employment as a Qualified Employee and
              (iii) repays to the Trustee the full amount distributed, other
              than the portion of the distribution attributable to his or her
              After-Tax Contribution Account, Rollover Account and Profit
              Sharing Plan Rollover Account balances, before the earlier of (1)
              five years following the date of reemployment as a Qualified
              Employee or (2) the date on which he or she incurs five
              consecutive One-Year Breaks in Service following the distribution,
              then, the amount of any forfeitures will be restored to the
              Participant's Matching Contribution Account and Profit Sharing
              Contribution, unadjusted for any change in value occurring after
              the distribution.  Such restoration will be made from forfeitures
              that arise for the Plan Year for which such restoration is to be
              made.  To the extent such forfeitures are insufficient for such
              purpose, the Participating Employer with whom the Participant was
              last employed as a Qualified Employee will contribute the amount
              required to restore the Accounts.  A Participant described in the
              last sentence of Subsection (a) who is reemployed before incurring
              five consecutive One-Year Breaks in Service following the date of
              his or her termination of employment will be deemed to have repaid
              his or her deemed distribution upon his or her reemployment as a
              Qualified Employee.

7.3.   OTHER FORFEITURES.

       (a)    Except as provided in Section 7.2, the nonvested portions of a
              Participant's Matching Contribution Account and Profit Sharing
              Contribution Account will continue to be held in separate
              subaccounts of such Accounts until the Participant incurs five
              consecutive One-Year Breaks in Service following his or her
              termination of employment, at which time the subaccount balances
              will be forfeited.  If the Participant resumes employment with an
              Affiliated Organization prior to incurring five consecutive
              One-Year Breaks in Service, such subaccounts will be disregarded
              and their balances will be included in the Matching Contribution
              Account balance and Profit Sharing Contribution Account balance.


                                          25
<PAGE>

       (b)    A Participant's vested interest in his or her Matching
              Contribution Account and Profit Sharing Contribution Account
              balances following a resumption of employment in accordance with
              Subsection (a) at any given time will not be less than the amount
              "X" determined by the formula: X = P(AB + (R x D)) - (R x D),
              where P is the Participant's vested percentage at the time of
              determination; AB is the Account balance at the time of
              determination; D is the amount of the distribution; and R is the
              ratio of the Account balance at the time of determination, to the
              subaccount balance immediately following the distribution.

7.4.   APPLICATION OF FORFEITURES.  All forfeitures occurring in a Plan Year
       will, be applied as follows:

              (i)    Such forfeitures will first be applied to restore the
                     Accounts of Participants as provided in Section 7.2(b); and

              (ii)   Any remaining forfeitures will be applied toward the amount
                     of future contributions by the Participating Employers.


                                          26
<PAGE>

                                      ARTICLE
                                         8.
                          Distributions After Termination


8.1.   FORM AND TIME OF DISTRIBUTION.

       (a)    Following a Participant's termination of employment, the Trustee
              will distribute to the Participant or, if the Participant has
              died, to his or her Beneficiary, the value of the Participant's
              vested interest in his or her Accounts.  Subject to the remaining
              subsections of this section, distributions will be made in
              accordance with the following provisions.

              (i)    If the aggregate vested balance of the Participant's
                     Accounts is not more than $5000, distribution to the
                     Participant, or to the Participant's Beneficiary in the
                     case of the Participant's death, will be made, in the form
                     of a lump sum payment, as soon as administratively
                     practicable following the Participant's termination of
                     employment.  This clause will not apply, however, if the
                     aggregate vested balance of the Participant's Accounts
                     exceeded $5000 at the time of any previous distribution to
                     the Participant.

              (ii)   Except as provided in clause (i), distribution to the
                     Participant of the vested balance of his or her Before-Tax
                     Contribution Account, Matching Contribution Account,
                     After-Tax Contribution Account and Rollover Account will be
                     made in the form of a lump sum payment or installment
                     payments as elected by the Participant.  The distribution
                     will be made or will begin, as the case may be, as soon as
                     administratively practicable after the Participant's
                     complete and accurate distribution request is received by
                     the Administrator or the Administrator's designate, but in
                     no case later than the sixtieth day after the Plan Year
                     during which the Participant terminates employment or
                     attains age 65, whichever is later, unless the Participant
                     elects to defer the distribution pursuant to Subsection
                     (b).  If the Participant has not, prior to the deadline for
                     making a deferral election pursuant to Subsection (b),
                     either made an election pursuant to this clause (ii) or
                     made a deferral election pursuant to Subsection (b), then
                     distribution to the Participant will be made in the form of
                     a lump sum payment as soon as administratively practicable
                     after the deadline for making a deferral election pursuant
                     to Subsection (b).

              (iii)  Except as provided in clause (i), distribution to the
                     Participant of the vested balance of his or her Profit
                     Sharing Contribution Account and Profit Sharing Plan
                     Rollover Account will be made in the form provided in
                     Subsection (c).  The distribution will be made or will
                     begin, as the case may be, as soon as administratively
                     practicable after the Participant's complete and accurate
                     distribution request is received by the Administrator or
                     the Administrator's designate, but in no case later than
                     the sixtieth day of the Plan Year after the Plan Year
                     during which the Participant terminates employment or
                     attains age 65, whichever is later, unless the Participant
                     elects to defer the distribution pursuant to Subsection
                     (b).  An election pursuant to this clause (iii) does not
                     have to be made at the same time as an election pursuant to
                     clause (ii).


                                          27
<PAGE>

              (iv)   Except as provided in clause (i) and subject to Subsection
                     (c), distribution to the Participant's Beneficiary
                     following the Participant's death will be made in the form
                     and at the time elected by the Beneficiary in accordance
                     with Subsection (e).

              (v)    Except as provided in Subsection (c) and Subsection (f),
                     all distributions will be made in the form of a check drawn
                     on the Trust, and, if applicable, a canceled note
                     evidencing any Plan loan; provided, that if the vested
                     portion of the Matching Contribution Account balance of a
                     Participant or Beneficiary of a deceased Participant is
                     credited with the equivalent of at least 10 full shares of
                     Company Stock, at the election of the Participant or
                     Beneficiary, distribution of the vested portion of the
                     Matching Contribution Account balance invested in the BMC
                     Common Stock Fund may be distributed in full shares of
                     Company Stock and cash in lieu of any fractional share.

              (vi)   Any annuity contract distributed pursuant to subsection (c)
                     or (f) will be a single premium, nonparticipating,
                     nontransferable, noncancelable, nonsurrenderable immediate
                     annuity contract that complies with all applicable
                     requirements of the Plan. Distribution of an annuity
                     contract satisfies in full any claims that the distributee
                     or any person claiming on behalf of or through the
                     distributee may have under the Plan.

       (b)    Subject to the provisions of the other subsections of this
              section, a Participant, other than a Participant whose vested
              Account balances are distributed pursuant to Subsection (a)(i),
              may elect to defer commencement of his or her distribution under
              the Plan by providing the Administrator or the Administrator's
              designate a written, signed statement indicating in which of the
              available forms the benefit will be paid and specifying the date
              on which the payment is to be made or commence; provided that the
              specified date may not be later than April 1 of the calendar year
              following the calendar year during which the Participant attains
              age 70-1/2.  The election must be provided to the Administrator
              not later than the thirtieth day (or such later date as Plan Rules
              may allow) after the Plan Year during which the Participant
              terminates employment or attains age 65, whichever is later.  Plan
              Rules may permit a Participant to modify the election in any
              manner determined by the Administrator to be consistent with Code
              section 401(a)(14) and corresponding Treasury Regulations and the
              other provisions of this section.

       (c)    If the aggregate vested balance of a Participant's Profit Sharing
              Contribution Account and Profit Sharing Plan Rollover Account is
              not more than $5000, the vested balance of those Accounts will be
              distributed to the Participant in the form of a lump sum payment. 
              If the aggregate vested balance of a Participant's Profit Sharing
              Contribution Account and Profit Sharing Plan Rollover Account is
              more than $5000, unless the Participant otherwise elects in
              accordance with the provisions of clause (ii), the Administrator
              will, with the vested balance of those Accounts, and purchase and
              distribute to the Participant an annuity contract that conforms
              with the following provisions.

              (i)    The contract will provide for payments for the life of the
                     Participant if the Participant is not married on his or her
                     "annuity starting date," within the meaning of Code section
                     417(f)(2), or, if the Participant is then married, for
                     payments for the life of the Participant, with not less
                     than 50 percent and not


                                          28
<PAGE>

                     more than 100 percent of the amount of such payments, as
                     specified by the Participant in the manner prescribed by
                     the Administrator, continuing after the Participant's death
                     for the life of such spouse; provided, that

                     (1)    each qualified joint and survivor option payable
                            under such annuity contract will be actuarially
                            equivalent to each other option based upon
                            reasonable actuarial assumptions specified in the
                            contract; and

                     (2)    if a Participant does not otherwise elect, the
                            benefit payable under the annuity contract with
                            respect to a married Participant will be payments
                            for his or her life with 50 percent of the amount of
                            such payments continuing thereafter for the life of
                            such spouse.

              (ii)   A Participant whose vested Profit Sharing Contribution
                     Account and Profit Sharing Plan Rollover Account balances
                     would otherwise be distributed in the form of an annuity
                     contract pursuant to clause (i) may elect to receive a lump
                     sum payment or installment payments in lieu of such
                     contract.  The Participant's election must be in writing,
                     in form prescribed by the Administrator; must be made
                     within the 90-day period ending on the Participant's
                     annuity starting date; and may be revoked and a new
                     election made any number of times during the election
                     period; and will not be effective unless the Participant's
                     spouse consents to the election.

              (iii)  If a Participant dies prior to his or her annuity starting
                     date and is married on the date of his or her death, as
                     soon as administratively practicable after the
                     Administrator receives a properly completed distribution
                     request form from the Participant's surviving spouse but in
                     no case later than the date on which the Participant would
                     have attained age 70-1/2, the Administrator will, with the
                     vested balance of the Participant's Profit Sharing
                     Contribution Account and Profit Sharing Plan Rollover
                     Account, purchase and distribute to the Participant's
                     surviving spouse an annuity contract that provides payments
                     to the surviving spouse for his or her life; provided, that
                     this clause (iii) will not apply if -

                     (1)    the Participant's spouse elects, in the manner
                            prescribed by the Administrator and prior to the
                            purchase of the annuity contract, to receive the
                            balance of the Participant's Profit Sharing
                            Contribution Account and Profit Sharing Plan
                            Rollover Account in a lump sum payment or
                            installment payments in accordance with the
                            provisions of Subsection (e), or

                     (2)    the Participant elected, in the manner prescribed by
                            the Administrator and within the period commencing
                            on the first day of the Plan Year in which he or she
                            attained age 35 and ending on the date of his or her
                            death, to waive the provisions of this clause (iii),
                            and the Participant's spouse consented to such
                            election; provided that a Participant may, at any
                            time and any number of times, by signed written
                            notice delivered to the Administrator during the
                            Participant's lifetime, revoke any election made
                            under this clause, and may, with the consent of his
                            or her spouse, make a new election following any
                            such revocation.


                                          29
<PAGE>

              (iv)   The provisions of this Subsection (c) apply notwithstanding
                     and supersede any designation by a married Participant of
                     any primary Beneficiary other than his or her spouse which
                     designation is not made either in conjunction with an
                     election pursuant to clause (ii) or (iii) of this
                     Subsection (c), as the case may be, or thereafter with the
                     spouse's consent.

       (d)    If a Participant elects to receive his or her distribution in the
              form of installment payments pursuant to Subsection (a)(ii) or
              Subsection (c)(iii), the installments will be substantially equal
              in amount and will be made on a monthly, quarterly, semi-annual or
              annual basis, for a period not extending beyond either the
              Participant's life expectancy or the life expectancy of the
              Participant and his or her Beneficiary; and, if the Participant's
              Beneficiary is not his or her spouse, the period over which such
              payments are to be made must comply with Treasury Regulation
              section 1.401(a)(9)-2.  Prior to the Participant's "required
              beginning date," within the meaning of Code section 401(a)(9), the
              Participant may elect, in accordance with and subject to Plan
              Rules, whether the life expectancies for the Participant and his
              or her spouse are to be recalculated on an annual basis for
              purposes of determining the amount of each installment payment. 
              Any such election will become irrevocable as of the required
              beginning date.  If no such election is made, the life
              expectancies of the Participant and his or her spouse will not be
              recalculated.  Installment payments will be made on a
              substantially pro rata basis from the investment funds in which
              the Participant's Accounts are then invested.

       (e)    Subject to Subsections (a)(i) and (c)(iii), if a Participant dies
              before receiving the full amount to which he or she is entitled,
              the amount remaining will be distributed to the Participant's
              Beneficiary at such time or times and in such manner as the
              Beneficiary elects on a form provided by the Administrator,
              subject, however, to the following rules:

              (i)    If the Participant dies after the April 1 of the calendar
                     year following the calendar year during which he or she has
                     both attained age 70-1/2 and terminated employment,
                     distribution will be made to the Beneficiary at a rate that
                     would result in the benefit being distributed at least as
                     rapidly as if distribution were made at the same rate as
                     was in effect immediately prior to the Participant's death.

              (ii)   If the Participant dies before April 1 of the calendar year
                     following the calendar year during which he or she has both
                     attained age 70-1/2 and terminated employment, distribution
                     will, at the Beneficiary's election, be made either - 

                     (1)    in a lump sum payment no later than December 31 of
                            the calendar year which contains the fifth
                            anniversary of the date of the Participant's death,
                            or

                     (2)    in installment payments commencing no later than
                            December 31 of the calendar year immediately
                            following the calendar year in which the Participant
                            died (unless the Beneficiary is the Participant's
                            spouse, in which case payments must begin no later
                            than such date specified above or December 31 of the
                            calendar year in which the Participant would have
                            attained age 70-1/2 if he or she had lived).


                                          30
<PAGE>

                     If a Beneficiary elects to receive his or her distribution
                     in the form of installment payments, the payments will be
                     substantially equal in amount and will be made on a
                     monthly, quarterly, semi-annual or annual basis, as elected
                     by the Beneficiary, for a period, elected by the
                     Beneficiary in accordance with and subject to Plan Rules,
                     which may not be longer than the Beneficiary's life
                     expectancy (as determined on the basis of the Beneficiary's
                     age as of the date on which the payments are required to
                     commence and, if the Beneficiary is the Participant's
                     surviving spouse, as redetermined on an annual basis if
                     elected by the Beneficiary in accordance with and subject
                     to Plan Rules).

              (iii)  For purposes of applying clauses (i) and (ii), if the
                     Participant is a "5-percent owner" within the meaning of
                     Code section 416, then he or she will be deemed to have
                     terminated employment upon attaining age 70-1/2.

              (iv)   If the Participant's spouse is the Beneficiary and dies
                     after the Participant's death but before distributions to
                     the spouse have commenced, the foregoing rules will be
                     applied as if the surviving spouse were the Participant,
                     including the substitution of the surviving spouse's date
                     of death for the Participant's date of death; provided,
                     that the alternative commencement date in clause (ii)(2)
                     (relating to the date on which the Participant would have
                     attained age 70-1/2 had he or she lived) will not be
                     available.

       (f)    In lieu of making installment payments to a Participant or
              Beneficiary directly from the Trust, the Administrator may use the
              vested balance of the Participant's or Beneficiary's Accounts to
              purchase an annuity contract from an insurance company and
              distribute the contract to the Participant or Beneficiary.

       (g)    Notwithstanding Subsection (a), distribution to any Participant
              who attains age 70-1/2 before January 1, 1999, and distribution to
              any Participant who is a "5-percent owner," within the meaning of
              the Code section 416, must begin not later than April 1 of the
              calendar year after the Participant attains age 70-1/2, whether or
              not the Participant has terminated employment, as if he or she had
              terminated employment on the last day of the Plan Year during
              which he or she attained age 70-1/2.  A Participant who attained
              age 70-1/2 before January 1, 1999, is not a 5-percent owner and is
              an Employee on September 1, 1998 may elect to stop distributions
              or to defer commencement of distributions, as the case may be. 
              The election must be made in accordance with and is subject to
              Plan Rules, must be received by the Administrator not later than a
              date specified in Plan Rules, and will become effective as soon as
              administratively practicable after it is received by the
              Administrator.  The election is irrevocable after it is received
              by the Administrator.  If distributions to a Participant are
              stopped pursuant to this subsection, the Participant will have a
              new annuity starting date and his or her benefit will recommence
              in accordance with the other subsections of this Section 8.1
              following his or her subsequent termination of employment.

       (h)    Notwithstanding any other provision of the Plan to the contrary,
              distributions (including payments pursuant to any annuity contract
              distributed pursuant to this section) will be made in accordance
              with regulations issued under Code section 401(a)(9), including
              Treasury Regulation section 401(a)(9)-2, and any provisions of the
              Plan reflecting Code


                                          31
<PAGE>

              section 401(a)(9) take precedence over any distribution options in
              the Plan that are inconsistent with Code section 401(a)(9).

8.2.   BENEFICIARY DESIGNATION.

       (a)    Subject to Section 8.1(c)(iv), each Participant may designate, on
              a form provided by the Administrator, one or more primary
              Beneficiaries or alternative Beneficiaries for all or a specified
              fractional part of his or her aggregate Accounts and may change or
              revoke any such designation from time to time.  No such
              designation, change or revocation is effective unless executed by
              the Participant and received by the Administrator during the
              Participant's lifetime.  Subject to Subsection (d), no such change
              or revocation requires the consent of any person.

       (b)    If a Participant

              (i)    fails to designate a Beneficiary, or

              (ii)   revokes a Beneficiary designation without naming another
                     Beneficiary, or

              (iii)  designates one or more Beneficiaries none of whom survives
                     the Participant,

                     for all or any portion of the Accounts, such Accounts or
                     portion are payable to the first class of the following
                     classes of automatic Beneficiaries that includes a member
                     surviving the Participant:
                     
                            Participant's spouse;
                            Participant's issue, per stirpes and not per capita;
                            Representative of Participant's estate.
                            
       (c)    When used in this section and, unless the designation otherwise
              specifies, when used in a Beneficiary designation, the term "per
              stirpes" means in equal shares among living children and the issue
              (taken collectively) of each deceased child, with such issue
              taking by right of representation; "children" means issue of the
              first generation; and "issue" means all persons who are descended
              from the person referred to, either by legitimate birth or legal
              adoption.  The automatic Beneficiaries specified above and, unless
              the designation otherwise specifies, the Beneficiaries designated
              by the Participant, become fixed as of the Participant's death so
              that, if a Beneficiary survives the Participant but dies before
              the receipt of all payments due such Beneficiary, any remaining
              payments are payable to the representative of such Beneficiary's
              estate.  Any designation of a Beneficiary by name that is
              accompanied by a description of relationship or only by statement
              of relationship to the Participant is effective only to designate
              the person or persons standing in such relationship to the
              Participant at the Participant's death.

       (d)    Notwithstanding Subsection (a), no designation of a Beneficiary
              other than the Participant's spouse is effective unless such
              spouse consents to the designation.  Any such consent is effective
              only with respect to the Beneficiary or class of Beneficiaries so
              designated and only with respect to the spouse who so consented.


                                          32
<PAGE>

8.3.   ASSIGNMENT, ALIENATION OF BENEFITS.

       (a)    Except as required under a qualified domestic relations order or
              by the terms of any loan from the Trust or to comply with a
              federal tax levy pursuant to Code section 6331, and except as
              otherwise provided in Code section 401(a)(13)(C), (i) no benefit
              under the Plan may in any manner be anticipated, alienated, sold,
              transferred, assigned, pledged, encumbered or charged, and any
              attempt to do so is void and (ii) no benefit under the Plan is in
              any manner liable for or subject to the debts, contracts,
              liabilities, engagements or torts of the person entitled to such
              benefit.

       (b)    To the extent provided in a qualified domestic relations order,
              distribution of benefits assigned to an alternate payee by such
              order may be distributed to the alternate payee in the form of a
              lump sum payment prior to the Participant's earliest retirement
              age.  The terms "qualified domestic relations order," "alternate
              payee" and "earliest retirement age" have the meanings given in
              Code section 414(p).

8.4.   PAYMENT IN EVENT OF INCAPACITY.  If any person entitled to receive any
       payment under the Plan is physically, mentally or legally incapable of
       receiving or acknowledging receipt of the payment, and no legal
       representative has been appointed for such person, the Administrator in
       his or her discretion may (but is not required to) cause any sum
       otherwise payable to such person to be paid to any one or more of the
       following as may be chosen by the Administrator: the Beneficiaries, if
       any, designated by such person; the institution maintaining such person;
       a custodian for such person under the Uniform Transfers to Minors Act of
       any state; or such person's spouse, children, parents or other relatives
       by blood or marriage.  Any such payment completely discharges all
       liability under the Plan to the person with respect to whom the payment
       is made to the extent of the payment.

8.5.   PAYMENT SATISFIES CLAIMS.  Any payment to or for the benefit of any
       Participant, or Beneficiary in accordance with the provisions of the
       Plan, to the extent of such payment, fully satisfies of all claims
       against the Trustee, the Administrator and the Participating Employers,
       any of whom may require the payee to execute a receipted release as a
       condition precedent to such payment.

8.6.   DISPOSITION IF DISTRIBUTEE CANNOT BE LOCATED.  If the Administrator is
       unable to locate a Participant or Beneficiary to whom a distribution is
       due, the Participant's Accounts will continue to be held in the Fund
       until such time as the Administrator has located the Participant or
       Beneficiary or the Participant or Beneficiary makes a proper claim for
       the benefit, as the case may be; provided, that, any Accounts not claimed
       within the period prescribed by applicable escheat laws will be paid to
       such governmental authorities, in such manner, as is specified in such
       laws.

8.7.   DIRECT ROLLOVERS AND TRANSFERS.

       (a)    To the extent a distribution is an "eligible rollover
              distribution," within the meaning of Code section 402(c)(4), the
              Administrator will, if so instructed by the distributee in
              accordance with Plan Rules, direct the Trustee to make the
              distribution to an "eligible retirement plan," within the meaning
              of Code section 402(c)(8).  The foregoing provision will not apply
              (i) if the aggregate taxable distributions to be made to the
              distributee during the calendar year are less than $200, (ii) if
              less than the entire taxable amount of the distribution is to be
              distributed to the eligible retirement plan and the 


                                          33
<PAGE>

              amount to be distributed to the eligible retirement plan is less
              than $500 or (iii) with respect to any portion of an eligible
              rollover distribution that consists of an offset amount with
              respect to a Plan loan.

       (b)    The Administrator may direct the Trustee to transfer the balance
              of any or all of the Accounts of a Participant to the trustee of
              another plan; provided, that

              (i)    the other plan is a defined contribution plan qualified
                     under Code section 401(a),

              (ii)   the other plan satisfies the requirements set forth in Code
                     sections 401(k) and 411(d)(6) with respect to the
                     transferred Accounts to which such requirements are
                     applicable, and

              (iii)  the trustee of the other plan is willing to accept such
                     transfer.


                                          34
<PAGE>

                                      ARTICLE
                                         9.
                              Contribution Limitations


9.1.   BEFORE-TAX CONTRIBUTION DOLLAR LIMITATION.  The aggregate amount of
       Before-Tax Contributions and other "elective deferrals" (within the
       meaning of Code section 402(g)(3)) under any other qualified plan
       maintained by an Affiliated Organization with respect to a Participant
       for any taxable year of the Participant may not exceed $7000 (or such
       larger amount as may be permitted for the taxable year under Code section
       402(g)).  The limitation for any Participant who received a hardship
       distribution under Section 6.1 will, for the year following the year in
       which such distribution was made, be reduced as provided in Section
       6.1(c)(iv).  If the limitation is exceeded for any taxable year of the
       Participant, the Participant will be deemed to have notified the
       Administrator of such excess and the amount of Before-Tax Contributions
       in excess of the limitation, increased by Fund earnings or decreased by
       Fund losses attributable to the excess as determined under Section 9.5,
       will be distributed to the Participant.  Such distribution may be made at
       any time after the excess contributions are received, but not later than
       April 15 of the taxable year following the taxable year to which the
       limitation relates.  The amount distributed to a Participant who has made
       elective deferrals for the taxable year other than pursuant to Section
       3.1 will, to the extent of such other elective deferrals, be determined
       in accordance with written allocation instructions received by the
       Administrator from the Participant not later than March 1 of the taxable
       year following the taxable year with respect to which the Before-Tax
       Contributions were made.

9.2.   ACTUAL DEFERRAL PERCENTAGE LIMITATIONS.

       (a)    Notwithstanding Section 3.1, for any Plan Year beginning after
              December 31, 1996, Before-Tax Contributions may be made on behalf
              of Participants who are Highly Compensated Employees only if the
              requirements of Code section 401(k)(3), as set forth in Subsection
              (b), are satisfied.  To the extent deemed necessary by the
              Administrator in order to comply with such requirements, the
              Administrator may, in accordance with the Plan Rules,
              prospectively decrease the rate at which a Participant's Eligible
              Earnings will be reduced.  

       (b)    

              (i)    The requirements of Code section 401(k)(3) will be
                     satisfied for any Plan Year if, for that Plan Year, the
                     Plan satisfies the requirements of Code section 410(b)(1)
                     with respect to "eligible employees" and either of the
                     following tests:

                     (1)    the "actual deferral percentage" for the Plan Year
                            for eligible employees who are Highly Compensated
                            Employees for the Plan Year is not more than the
                            product of the actual deferral percentage for the
                            preceding Plan Year for all eligible employees for
                            the preceding Plan Year who were not Highly
                            Compensated Employees (subject to any adjustment
                            required by Treasury Regulations to reflect Plan
                            coverage changes during the Plan Year being tested),
                            multiplied by one and one-quarter; or

                     (2)    the excess of the actual deferral percentage for the
                            Plan Year for eligible employees who are Highly
                            Compensated Employees for the Plan Year


                                          35
<PAGE>

                            over the actual deferral percentage for the
                            preceding Plan Year for all eligible employees for
                            the preceding Plan Year who were not Highly
                            Compensated Employees is not more than two
                            percentage points and the actual deferral percentage
                            for the Plan Year for eligible employees who are
                            Highly Compensated Employees for the Plan Year is
                            not more than the product of the actual deferral
                            percentage for the preceding Plan Year of all
                            eligible employees for the preceding Plan Year who
                            were not Highly Compensated Employees, multiplied by
                            two.

              (ii)   For purposes of this section and Section 9.4,

                     (1)    "eligible employee" means an Active Participant who
                            is eligible to have Before-Tax Contributions made on
                            his or her behalf for the Plan Year in question or
                            would be so eligible but for a suspension imposed
                            under Section 3.1(b)(iv); and

                     (2)    "actual deferral percentage," with respect to either
                            of the two groups of eligible employees referenced
                            above, is the average of the ratios, calculated
                            separately for each eligible employee in the
                            particular group, of the amount of Before-Tax
                            Contributions made on the eligible employee's behalf
                            for the Plan Year in question, to the eligible
                            employee's Testing Wages for the Plan Year in
                            question, or the portion of such Plan Year during
                            which he or she was an eligible employee, as
                            specified in Plan Rules.  In computing the actual
                            deferral percentage, the following rules apply.

                            (A)    Any Before-Tax Contributions made on behalf
                                   of an eligible employee who is not a Highly
                                   Compensated Employee that are in excess of
                                   the limitation described in Section 9.1 will
                                   be excluded.

                            (B)    Any Before-Tax Contributions made on behalf
                                   of an eligible employee that are distributed
                                   to the eligible employee pursuant to Section
                                   9.6(c) will be excluded.

                            (C)    Except as otherwise provided in Treasury
                                   Regulations, Before-Tax Contributions taken
                                   into account in determining the actual
                                   contribution percentage under Section
                                   9.3(b)(ii) will be excluded.

                            (D)    To the extent permitted by Treasury
                                   Regulations and determined by the
                                   Administrator, all or any portion of the
                                   Matching Contribution or Profit Sharing
                                   Contribution or both for a Plan Year credited
                                   to a subaccount in accordance with Section
                                   3.6 will be included.

                            (E)    Elective contributions under any other plan
                                   that is aggregated with this Plan to satisfy
                                   the requirements of Code section 410(b) will
                                   be included.


                                          36
<PAGE>

                            (F)    To the extent provided in Treasury
                                   Regulations, elective contributions made
                                   under any other qualified cash or deferred
                                   arrangement of any Affiliated Organization on
                                   behalf of any eligible Employee who is a
                                   Highly Compensated Employee will be included.

       (c)    If, for any Plan Year, the requirements of Subsection (b) are not
              satisfied, the Administrator will determine the amount by which
              Before-Tax Contributions made on behalf of each eligible employee
              who is a Highly Compensated Employee for the Plan Year exceeds the
              permissible amount as determined under Subsection (b).  The
              determination will be made by successively decreasing the rate of
              Eligible Earnings reductions for such Highly Compensated Employees
              who, during the Plan Year, had the greatest percentage of Eligible
              Earnings reductions to the next lower percentage, then again
              decreasing the percentage of such Participants' Eligible Earnings
              reductions, together with the percentage of Eligible Earnings
              reductions for such Highly Compensated Employees who were already
              at such lower percentage, to the next lower percentage, and
              continuing such procedure for as many percentage decreases as the
              Administrator deems necessary.  The Administrator may make such
              reductions in any amount.

       (d)    At such time as the Administrator specifies on or following the
              last day of the Plan Year for which the determination described in
              Subsection (c) is made, but in no case later than the last day of
              the following Plan Year, the amount of excess Before-Tax
              Contributions so determined, increased by Fund earnings or
              decreased by Fund losses attributable to such excess as determined
              under Section 9.5, will be distributed to each such Highly
              Compensated Employee.  The amount to be distributed pursuant to
              the foregoing sentence with respect to any Plan Year will be
              reduced by the portion of the amount, if any, distributed pursuant
              to Section 9.1 that is attributable to Before-Tax Contributions
              that relate to such Plan Year, determined by assuming that
              Before-Tax Contributions in excess of the limitation described in
              Section 9.1 for a given taxable year are the first contributions
              made for a Plan Year falling within such taxable year.  Additional
              amounts to be distributed to each such Highly Compensated Employee
              will be determined by successively decreasing the amount of
              Before-Tax Contribution for Highly Compensated Employees who, for
              the Plan Year, had the largest amount of Before-Tax Contributions
              made on their behalf to the next lower amount, and continuing this
              procedure until an amount equal to the aggregate amount of excess
              Before-Tax Contributions has been removed from the Accounts of the
              Highly Compensated Employees.

       (e)    To the extent required or permitted by Treasury Regulations, the
              Administrator will or may, as the case may be, apply the
              limitation described in this section separately to each group of
              eligible employees who are included in a unit of Employees covered
              by a collective bargaining agreement and those who are not
              included in a different unit.

       (f)    If the Company elects to apply Code section 410(b)(4)(B) in
              determining whether the Plan satisfies either of the tests
              described in Section 9.2(b)(i) for a Plan Year beginning after
              December 31, 1998, the Company may exclude from consideration all
              eligible employees who are not Highly Compensated Employees and
              have not met the minimum age and service requirements of Code
              section 410(a)(1)(A).


                                          37
<PAGE>

9.3.   ACTUAL CONTRIBUTION PERCENTAGE LIMITATIONS.

       (a)    Notwithstanding Sections 3.2 and 3.4, for any Plan Year beginning
              after December 31, 1996, Matching Contributions may be made on
              behalf of and After-Tax Contributions may be made by Participants
              who are Highly Compensated Employees only if the requirements of
              Code section 401(m)(2), as set forth in Subsection (b), are
              satisfied.  To the extent deemed necessary by the Administrator in
              order to comply with such requirements, the Administrator may, in
              accordance with Plan Rules, prospectively decrease the rate at
              which a Participant may make After-Tax Contributions.

              (i)    The requirements of Code section 401(m)(2) will be
                     satisfied for any Plan Year if, for that Plan Year, the
                     Plan satisfies either of the following tests:

                     (1)    the "actual contribution percentage" for the Plan
                            Year for "eligible employees" who are Highly
                            Compensated Employees for the Plan Year is not more
                            than the product of the actual contribution
                            percentage for the preceding Plan Year for all
                            eligible employees for the preceding Plan Year who
                            were not Highly Compensated Employees (subject to
                            any adjustment required by Treasury Regulations to
                            reflect Plan coverage changes during the Plan Year
                            being tested), multiplied by one and one-quarter; or

                     (2)    the excess of the actual contribution percentage for
                            the Plan Year for eligible employees who are  Highly
                            Compensated Employees for the Plan Year over the
                            actual contribution percentage for the preceding
                            Plan Year for all eligible employees for the
                            preceding Plan Year who were not Highly Compensated
                            Employees is not more than two percentage points and
                            the actual contribution percentage for the Plan Year
                            for Highly Compensated Employees for the Plan Year
                            is not more than the product of the actual
                            contribution percentage for the preceding Plan Year
                            for all eligible employees for the preceding Plan
                            Year who were not Highly Compensated Employees,
                            multiplied by two.

              (ii)   For purposes of this section and Section 9.4:

                     (1)    "eligible employee" means an Active Participant who
                            is eligible to have Matching Contributions made on
                            his or her behalf, or to make After-Tax
                            Contributions, for the Plan Year in question or who
                            would be eligible but for a suspension imposed under
                            Section 3.1(b)(iv) or 3.4(b)(iv).

                     (2)    the "actual contribution percentage" with respect to
                            either of the two groups of eligible employees
                            referenced above, is the average of the ratios,
                            calculated separately for each eligible employee in
                            the particular group, of the aggregate amount of
                            Matching Contributions made on behalf of, and
                            After-Tax Contributions made by, the eligible
                            employee for the Plan Year, to the eligible
                            employee's Testing Wages for the Plan Year, or the
                            portion of the Plan Year during which he or she was
                            an eligible employee, as specified in Plan Rules. 
                            In computing the actual contribution percentage the
                            following rules apply.


                                          38
<PAGE>

                            (A)    Except as otherwise provided in Treasury
                                   Regulations, Matching Contributions taken
                                   into account in determining the actual
                                   deferral percentage under Section 9.2(b)(ii)
                                   will be excluded.  

                            (B)    Matching Contributions taken into account for
                                   purposes of the minimum contribution required
                                   by Section 14.3(a) will be excluded.

                            (C)    Any Matching Contributions forfeited pursuant
                                   to Section 9.6(c) will be excluded.

                            (D)    To the extent permitted by Treasury
                                   Regulations and determined by the
                                   Administrator, all or any portion of the
                                   Before-Tax Contributions for the Plan Year on
                                   behalf of eligible employees will be
                                   included.

                            (E)    To the extent permitted by Treasury
                                   Regulations and determined by the
                                   Administrator, all or any portion of the
                                   Profit Sharing Contribution for a Plan Year
                                   credited to a subaccount in accordance with
                                   Section 3.6 will be included.

                            (F)    Matching contributions (within the meaning of
                                   Code section 401(m)(4)(A)) and after-tax
                                   contributions made under any other plan that
                                   is aggregated with this Plan to satisfy the
                                   requirements of Code section 410(b) will be
                                   included.

                            (G)    To the extent required by Treasury
                                   Regulations, matching contributions (within
                                   the meaning of Code section 401(m)(4)(A)) and
                                   after-tax contributions made under any other
                                   qualified plan of any Affiliated Organization
                                   on behalf of or by any eligible employee who
                                   is a Highly Compensated Employee will be
                                   included.

       (b)    If, for any Plan Year, the requirements of Subsection (a) are not
              satisfied, the Administrator will determine the amount by which
              After-Tax Contributions made by each Highly Compensated Employee
              for the Plan Year and, if necessary, Matching Contributions made
              on behalf of each Highly Compensated Employee for the Plan Year
              exceeds the permissible amount as determined under Subsection (a),
              such determination being made in accordance with the procedure
              described in Section 9.2(c) with respect to reductions of Eligible
              Earnings.  

       (c)    At such time as the Administrator specifies on or following the
              last day of the Plan Year for which the determination described in
              Subsection (c) is made, but in no case later than the last day of
              the following Plan Year, the amount of excess After-Tax and
              Matching Contributions so determined with respect to each Highly
              Compensated Employee, increased by Fund earnings or decreased by
              Fund losses attributable to such excess as determined under
              Section 9.5, will be distributed to such Highly Compensated
              Employee; provided, however, that to the extent the excess
              Matching Contributions would not be fully vested if retained in
              the Plan, such excess will be forfeited rather than


                                          39
<PAGE>

              distributed, and any such forfeitures will be applied as provided
              in Section 3.2(d).  Amounts to be distributed to each such Highly
              Compensated Employee or forfeited will be determined by
              successively decreasing the amount of After-Tax Contributions made
              by and, if necessary, Matching Contributions made on behalf of
              Highly Compensated Employees who, for the Plan Year, made the
              largest After-Tax Contributions and had the largest amount of
              Matching Contributions on their behalf to the next lower amount,
              and continuing this procedure until an amount equal to the
              aggregate amount of excess contributions has been removed from the
              Accounts of the Highly Compensated Employees.

       (d)    To the extent provided in Treasury Regulations, the limitations
              described in this section do not apply to any group of eligible
              employees who are included in a unit of Employees covered by a
              collective bargaining agreement.

       (e)    If the Company elects to apply Code section 410(b)(4)(B) in
              determining whether the Plan satisfies either of the tests
              described in Section 9.3(b)(i) for any Plan Year beginning after
              December 31, 1998, the Company may exclude from consideration all
              eligible employees who are not Highly Compensated Employees and
              have not met the minimum age and service requirements of Code
              section 410(a)(1)(A).

9.4.   MULTIPLE USE LIMITATION.

       (a)    This section applies for any Plan Year beginning after
              December 31, 1996 for which the sum of the actual deferral
              percentage for eligible employees who are Highly Compensated
              Employees, plus the actual contribution percentage for eligible
              employees who are Highly Compensated Employees, exceeds the
              "aggregate limit."  For purposes of this subsection, the aggregate
              limit is the greater of:

              (i)    The sum of:

                     (1)    the product of one and one-quarter, multiplied by
                            the greater of:

                            (A)    the actual deferral percentage for the Plan
                                   Year for eligible employees who are not
                                   Highly Compensated Employees, or

                            (B)    the actual contribution percentage for the
                                   Plan Year for eligible employees who are not
                                   Highly Compensated Employees;

                     plus

                     (2)    the sum of two percentage points plus the lesser of
                            the actual deferral percentage determined under item
                            (A) of clause (1) above or the actual contribution
                            percentage determined under item (B) of clause (1)
                            above, with such sum in no case exceeding twice the
                            lesser of such actual deferral percentage or actual
                            contribution percentage;

              or

              (ii)   The sum of:


                                          40
<PAGE>

                     (1)    the product of one and one-quarter, multiplied by
                            the lesser of:

                            (A)    the actual deferral percentage for the Plan
                                   Year for eligible employees who are not
                                   Highly Compensated Employees, or

                            (B)    the actual contribution percentage for the
                                   Plan Year for eligible employees who are not
                                   Highly Compensated Employees;

                     plus

                     (2)    the sum of two percentage points plus the greater of
                            the actual deferral percentage determined under item
                            (A) of clause (1) above or the actual contribution
                            percentage determined under item (A) of clause (1)
                            above, with such sum in no case exceeding twice the
                            lesser of such actual deferral percentage or actual
                            contribution percentage.

       (b)    If, for any Plan Year, the calculations under Subsection (a)
              require that this section be applied, the Administrator will
              determine the amount by which After-Tax Contributions made by each
              Highly Compensated Employee for the Plan Year and Matching
              Contributions made on behalf of each Highly Compensated Employee
              for the Plan Year causes the excess amount determined under
              Subsection (a), such determination being made in accordance with
              the provisions of Section 9.3(c).  At such time as the
              Administrator specifies on or following the last day of the Plan
              Year for which such determination is made, but in no case later
              than the last day of the following Plan Year, the excess will be
              corrected in accordance with Section 9.3(d).

       (c)    To the extent provided in Treasury Regulations, the limitations
              described in this section do not apply to any group of eligible
              employees who are included in a unit of employees covered by a
              collective bargaining agreement.

9.5.   EARNINGS OR LOSSES ON EXCESS CONTRIBUTIONS.  The amount of Fund earnings
       or losses with respect to the excess amount of contributions returned to
       a Highly Compensated Employee pursuant to this article is an amount equal
       to the product of the total earnings or losses for the Participant's
       Account to which the excess contributions were credited for the Plan Year
       with respect to which the determination is being made, multiplied by a
       fraction, the numerator of which is the excess amount of contributions
       made on the Participant's behalf to such Account for the Plan Year, and
       the denominator of which is the closing balance of such Account for the
       Plan Year, decreased by the amount of earnings added to that Account, or
       increased by the amount of losses charged to that Account, for the Plan
       Year.  

9.6.   AGGREGATE DEFINED CONTRIBUTION LIMITATIONS.

       (a)    Notwithstanding any contrary provisions of the Plan, there will
              not be allocated to any Participant's Accounts for a Plan Year any
              amount that would cause the aggregate "annual additions" with
              respect to the Participant for the Plan Year to exceed the lesser
              of 


                                          41
<PAGE>

              (i)    $30,000 (or such dollar amount, adjusted to reflect
                     increases in the cost of living, as in effect under Code
                     section 415(c)(1)(A) for the calendar year during which the
                     Plan Year in question begins) and 

              (ii)   25 percent of the Participant's Section 415 Wages for the
                     Plan Year.

       (b)    For purposes of Subsection (a), the "annual additions" with
              respect to a Participant for a Plan Year are the sum of -

              (i)    the aggregate amount of Before-Tax, Matching, Profit
                     Sharing and After-Tax Contributions allocated to the
                     Participant's Accounts under the Plan for the Plan Year
                     (including the amount of any Before-Tax, Matching or
                     After-Tax Contributions distributed to the Participant or
                     forfeited pursuant to Section 9.2(d) or 9.3(d) but
                     excluding any Before-Tax Contributions in excess of the
                     limitation set forth in Section 9.1 that are distributed to
                     the Participant by April 15 of the year following the year
                     to which such contributions relate) and employer
                     contributions, employee contributions and forfeitures
                     allocated to the Participant's accounts under any other
                     qualified defined contribution plan maintained by any
                     Affiliated Organization for the Plan Year; plus

              (ii)   the amount, if any, attributable to post-retirement medical
                     benefits that is allocated to a separate account for the
                     Participant as a "key employee" within the meaning of Code
                     section 416(i), to the extent required under Code section
                     419A(d)(1).

              If a Before-Tax, Matching or Profit Sharing Contribution with
              respect to a Plan Year is made more than 30 days after the due
              date (including extensions) of the Company's federal income tax
              return for the taxable year of the Company coinciding with the
              Plan Year or in which the Plan Year ends, the contribution will be
              an annual addition for the Plan Year during which the contribution
              is made.  If an After-Tax Contribution with respect to a Plan Year
              is made more than 30 days after the end of the Plan Year, the
              contribution will be an annual addition for the Plan Year during
              which the contribution made.

              (iii)  If the Administrator, in his or her discretion, determines
                     that the limitation under Subsection (a) would otherwise be
                     exceeded for a Plan Year, to the extent necessary to
                     prevent such excess from occurring, the amount of After-Tax
                     Contributions made by or Before-Tax Contributions made on
                     behalf of the Participant, or both, will be prospectively
                     reduced.

              (iv)   If a further reduction of contributions is required, the
                     amount of the Matching Contribution that would otherwise be
                     allocated to the Participants' Matching Contribution
                     Account will be reduced and the aggregate amount of the
                     Contribution for the Plan Year will be reduced by the same
                     amount and then the amount of the Profit Sharing
                     Contribution that would otherwise be allocated to the
                     Participant's Profit Sharing Contribution Account will be
                     reduced and the aggregate amount of the Profit Sharing
                     Contribution for the Plan Year will be reduced by the same
                     amount.


                                          42
<PAGE>

              (v)    If, in spite of such reduction and as a result of the
                     allocation of forfeitures or a reasonable error in
                     estimating the amount of the Participant's Eligible
                     Earnings, Section 415 Wages, Before-Tax Contributions or
                     other elective deferrals within the meaning of Code section
                     402(g)(3) for the Plan Year, the limitation would otherwise
                     be exceeded, then, to the extent required to prevent such
                     excess,

                     (1)    the amount of After-Tax Contributions made by the
                            Participant for the Plan Year, together with
                            earnings on such contributions, will be returned to
                            the Participant, then

                     (2)    the amount of Before-Tax Contribution made for the
                            Participant, together with earnings on such
                            contributions, will be distributed to the
                            Participant and any Matching Contributions
                            attributable to the amount so distributed, together
                            with earnings on such contributions, will be
                            forfeited and applied as provided in Section 3.2(d),
                            then

                     (3)    if a further excess would otherwise exist, the
                            amount of such excess will be held unallocated in a
                            suspense account and will be allocated to all other
                            eligible Participants for the Plan Year and, to the
                            extent necessary, subsequent Plan Years, before
                            Matching and Profit Sharing Contributions are made
                            for such Plan Year or Years, and will be applied
                            toward the amount of such contributions for such
                            Plan Year or Years.

9.7.   AGGREGATE DEFINED CONTRIBUTION/DEFINED BENEFIT LIMITATIONS.

       (a)    In no event will the amount of a Participant's annual additions
              under the Plan for any Plan Year beginning before January 1, 2000
              exceed an amount that would cause the decimal equivalent of the
              sum of the "defined benefit fraction" plus the "defined
              contribution fraction" to exceed one.

       (b)    The "defined benefit fraction" is a fraction, the numerator of
              which is the Participant's aggregate projected annual benefit
              under all qualified defined benefit pension plans maintained by
              any Affiliated Organization (determined as of the end of the Plan
              Year), and the denominator of which is the lesser of:

              (i)    125 percent of the maximum dollar benefit limitation in
                     effect under Code section 415(b)(1)(A) for the calendar
                     year during which the Plan Year in question begins; and

              (ii)   140 percent of the average Section 415 Wages of the
                     Participant during the three consecutive Plan Years during
                     which he or she was a participant in any such defined
                     benefit pension plan which produce the highest average.

       (c)    The "defined contribution fraction" is a fraction, the numerator
              of which is the sum of the annual additions to the Participant's
              accounts for the Plan Year under this Plan and any other qualified
              defined contribution plans maintained by any Affiliated
              Organization, determined in the manner described in Section 9.6,
              and the denominator of which is the aggregate of the lesser of:


                                          43
<PAGE>

              (i)    125 percent of the maximum annual addition dollar
                     limitation in effect under Code section 415(c)(1)(A) for
                     the calendar year during which the Plan Year in question
                     begins; and

              (ii)   140 percent of 25 percent of the Participant's Section 415
                     Wages for the Plan Year,

                     applied for all years during which the Participant was
                     employed with an Affiliated Organization, without regard to
                     whether there was a defined contribution plan in effect
                     during all such years.
       
       (d)    If the annual additions that would otherwise be made with respect
              to a Participant for a Plan Year would cause the limitation of
              Subsection (a) to be exceeded, the Participant's benefit under one
              or more defined benefit pension plans maintained by an Affiliated
              Organization will, to the extent provided in such plans, be
              reduced to the extent necessary to prevent such excess from
              occurring, and, if a sufficient reduction cannot be made under
              such plans, the provisions of Section 9.6(c) will be applied to
              reduce the amount of the annual additions to the Participant's
              Accounts under this Plan for such Plan Year to the extent
              necessary to prevent such excess.

9.8.   ADMINISTRATOR'S DISCRETION.  Notwithstanding the foregoing provisions of
       this article, the Administrator may apply the provisions of Sections 9.1
       through 9.7 in any manner permitted by Treasury Regulations that will
       cause the Plan to satisfy the limitations of the Code incorporated in
       such sections and Treasury Regulations thereunder, and the
       Administrator's good faith application of Treasury Regulations is binding
       on all Participants and Beneficiaries.


                                          44
<PAGE>

                                      ARTICLE
                                        10.
                                   Service Rules


10.1.  COMPUTATION PERIOD.  The "Computation Period" is -

       (a)    for the purpose of determining whether an Employee has satisfied
              the eligibility service requirements described in Section 2.1(a),
              the 12-month period commencing with the date on which he or she
              first completes an Hour of Service of the type specified at
              Section 10.3(a)(i) and, thereafter, Plan Years, beginning with the
              Plan Year that includes the first anniversary of that date; and

       (b)    for the purpose of determining the extent of an Employee's Vesting
              Service, Plan Years.

10.2.  VESTING SERVICE.  The term "Vesting Service" with respect to an Employee
       means, except as otherwise provided in Section 10.5, the aggregate number
       of Computation Periods of the type specified at clause (b) of Section
       10.1 during each of which the Employee completes at least 1000 Hours of
       Service.

10.3.  HOUR OF SERVICE.  

       (a)    Subject to the remaining subsections of this section, the term
              "Hour of Service," with respect to an Employee, includes and is
              limited to -

              (i)    each hour for which the Employee is paid, or entitled to
                     payment, for the performance of duties for an Affiliated
                     Organization;

              (ii)   each hour for which the Employee is paid, or entitled to
                     payment, by an Affiliated Organization on account of a
                     period of time during which no duties are performed
                     (irrespective of whether the employment relationship has
                     terminated) due to vacation, holiday, illness (including
                     disability), layoff, jury duty, military duty or leave of
                     absence;

              (iii)  each hour for which the Employee is not paid or entitled to
                     payment but which is required by federal law to be credited
                     to the Employee on account of his or her military service
                     or similar duties; and

              (iv)   each hour for which back pay, irrespective of mitigation of
                     damages, is either awarded or agreed to by an Affiliated
                     Organization; provided, first, that Hours of Service taken
                     into account under clause (i), (ii) or (iii) will not also
                     be taken into account under this clause (iv); and second,
                     that Hours of Service taken into account under this clause
                     (iv) that relate to periods specified in clause (ii) will
                     be subject to the rules under Subsection (b).  

       (b)    The following rules will apply for purposes of determining the
              Hours of Service completed by an Employee under Subsection
              (a)(ii):


                                          45
<PAGE>

              (i)    No more than 501 hours will be credited to the Employee on
                     account of any single continuous period during which the
                     Employee performs no duties (whether or not such period
                     occurs in a single Computation Period).

              (ii)   No more than the number of hours regularly scheduled for
                     the performance of duties for the period during which no
                     duties are performed will be credited to the Employee for
                     such period.

              (iii)  The Employee will not be credited with hours for which
                     payments are made solely to reimburse medical or medically
                     related expenses.

              (iv)   A payment will be deemed to be made by or due from an
                     Affiliated Organization, regardless of whether such payment
                     is made by or due from the Affiliated Organization directly
                     or indirectly through a trust fund or insurer to which the
                     Affiliated Organization contributes or pays premiums.

              (v)    If the payment made or due is calculated on the basis of
                     units of time, the number of Hours of Service to be
                     credited will be the number of regularly scheduled working
                     hours included in the units of time on the basis of which
                     the payment is calculated; provided, that, if such a
                     payment is made to an Employee described in Subsection
                     (d)(i), the number of Hours of Service to be credited will
                     be the number of equivalent hours determined under
                     Subsection (d)(i) that are included in the units of time on
                     the basis of which the payment is calculated.

              (vi)   If the payment made or due is not calculated on the basis
                     of units of time, the number of Hours of Service to be
                     credited will be equal to the amount of the payment,
                     divided by the Employee's most recent hourly rate of
                     compensation before the period during which no duties are
                     performed.

       (c)    Hours of Service will be credited -

              (i)    in the case of Hours of Service described in Subsection
                     (a)(i), to the Computation Period in which the duties are
                     performed;

              (ii)   in the case of Hours of Service described in Subsection
                     (a)(ii), to the Computation Period or Periods in which the
                     period during which no duties are performed occurs;
                     provided, that, if the payment is not calculated on the
                     basis of units of time, the Hours of Service will not be
                     allocated between more than the first two Computation
                     Periods of such period;

              (iii)  in the case of Hours of Service described in Subsection
                     (a)(iii), to the Computation Period or Periods determined
                     by the Administrator in accordance with the applicable
                     federal law; and 

              (iv)   in the case of Hours of Service described in Subsection
                     (a)(iv), to the Computation Period or Periods to which the
                     award or agreement for back pay pertains.

       (d)    For purposes of determining the number of Hours of Service
              completed by an Employee during a particular period of time -


                                          46
<PAGE>

              (i)    an Employee who is not subject to the overtime provisions
                     of the Fair Labor Standards Act of 1938, as from time to
                     time amended, will be credited with 45 Hours of Service for
                     each calendar week during which he or she completes at
                     least one Hour of Service;

              (ii)   each other Employee will be credited with the number of
                     Hours of Service that he or she completes during such
                     period.

       (e)    Notwithstanding the foregoing provisions of this section, an
              individual will be credited with the number of Hours of Service he
              or she completes, determined in the manner specified in
              Subsections (a) through (d), 

              (i)    while, although not an Employee, he or she is considered to
                     be a "leased employee" of an Affiliated Organization or of
                     a "related person" (within the meaning of Code sections
                     414(n)(2) and 144(a)(3)), respectively, and 

              (ii)   with any other organization to the extent such Hours of
                     Service are required to be taken into account pursuant to
                     Treasury Regulations under Code section 414(o).

10.4.  ONE-YEAR BREAK IN SERVICE.  An Employee will incur a "One-Year Break in
       Service" if the Employee fails to complete at least 500 Hours of Service
       during a Computation Period; provided, that, for purposes only of
       determining whether an Employee has incurred such a One-Year Break in
       Service, in addition to Hours of Service credited under Section 10.4,
       there will be taken into account the number of Hours of Service that
       otherwise would have been credited to the Employee, or, if the number of
       such hours of service cannot be determined, eight hours of service for
       each day on which the Employee would have otherwise performed services
       for an Affiliated Organization, during an authorized leave of absence,
       while still employed with the Affiliated Organization, pursuant to any
       established, nondiscriminatory leave policy of an Affiliated Organization
       or due to -

       (a)    the Employee's pregnancy,

       (b)    the birth of the Employee's child,

       (c)    the placement of a child with the Employee in connection with the
              adoption of such child by the Employee, or

       (d)    the Employee's caring for such child for a period beginning
              immediately following such birth or placement;

       provided, first, that the total number of such additional Hours of
       Service taken into account by reason of any such absence will not exceed
       501; second, that, if the Employee would be prevented from incurring a
       One-Year Break in Service for the Computation Period in which such
       absence commenced solely because the additional Hours of Service are so
       credited, such Hours of Service will be credited only to such Computation
       Period or, if a One-Year Break in Service for such Computation Period
       would not be so prevented, such additional Hours of Service will be
       credited to the Computation Period following the Computation Period
       during which such absence commenced; and third, that, notwithstanding the
       foregoing, no such additional Hours of Service will be credited in
       connection with an absence for one of the reasons set forth at items 


                                          47
<PAGE>

       (a) through (d) unless the Employee furnishes to the Administrator, on a
       timely basis, such information as the Administrator reasonably requires
       in order to establish the number of days during which the Employee was
       absent for that reason.  In addition, an Employee will be credited with
       Hours of Service for the purpose of determining whether he or she has
       incurred a One-Year Break in Service to the extent required by the Family
       and Medical Leave Act of 1993.

10.5.  LOSS OF SERVICE.  If an Employee terminates employment and experiences at
       least five consecutive One-Year Breaks in Service with respect to his or
       her Vesting Service, then:

       (a)    if the Employee had a vested interest in his or her Account prior
              to the Breaks in Service,

              (i)    Vesting Service completed prior to such Breaks in Service
                     will be taken into account in determining his or her vested
                     interest in his or her Accounts attributable to
                     contributions made for periods after the Breaks in Service
                     but only if the Employee completes one year of Vesting
                     Service following such Breaks in Service, and 

              (ii)   the extent of the Employee's vested interest in his or her
                     Accounts as determined under Section 7.1 prior to the
                     Breaks in Service will not be increased by Vesting Service
                     completed following the Breaks in Service; or

       (b)    if the Employee had no vested interest in his or her Account prior
              to the Breaks in Service, the Employee's Vesting Service completed
              prior to the Breaks in Service will not be taken into account for
              any purpose under the Plan.

10.6.  PRE-ACQUISITION SERVICE.  Service with an Affiliated Organization prior
       to the date on which it became an Affiliated Organization (or, with
       another entity prior to the acquisition of such entity's business or
       assets by an Affiliated Organization) will be taken into account under
       this Plan only if, to the extent and for the purposes, provided in any
       agreement pursuant to which it became an Affiliated Organization (or such
       business or assets were acquired) or as provided by resolution of the
       Company's Board.  If such Hours of Service are to be taken into account,
       unless otherwise specifically provided in such agreement or resolution,
       such Hours of Service will be determined in accordance with the
       provisions of this article.  If less than the entire period of employment
       with an Affiliated Organization prior to its becoming such (or with
       another entity prior to the acquisition of its business or assets) is to
       be taken into account, the extent to which such period of employment is
       to be taken into account will be specified in an exhibit to the Plan.


                                          48
<PAGE>

                                      ARTICLE
                                         11.    
                        Adoption, Amendment and Termination
                                          

11.1.  ADOPTION BY AFFILIATED ORGANIZATIONS.  An Affiliated Organization may
       adopt this Plan and become a Participating Employer with the prior
       approval of the Administrator by furnishing to the Administrator a
       certified copy of a resolution of its Board adopting the Plan.  Any
       adoption of the Plan by an Affiliated Organization, however, must either
       be approved in advance or ratified by the Company's Board prior to the
       end of the fiscal year of such Affiliated Organization in which it adopts
       the Plan.

11.2.  AUTHORITY TO AMEND AND PROCEDURE.  

       (a)    The Company reserves the right to amend the Plan at any time, to
              any extent that it may deem advisable.  Each amendment must be
              stated in a written instrument approved in advance or ratified by
              the Company's Board and executed in the name of the Company by a
              duly authorized officer or the Company's Director of Compensation,
              Benefits & HRIS, and attested by the Secretary or an Assistant
              Secretary.  On and after the effective date of the amendment, the
              Plan will be deemed to have been amended as set forth in the
              instrument, and all interested persons will be bound by the
              amendment; provided, first, that no amendment will increase the
              duties or liabilities of the Trustee or Administrator without its
              written consent; and, second, that no amendment will have any
              retroactive effect so as to deprive any Participant, or any
              Beneficiary of a deceased Participant, of any benefit already
              accrued or vested or of any option with respect to the form of
              such benefit that is protected under Code section 411(d)(6),
              except that any amendment that is required to conform the Plan
              with government regulations so as to qualify the Trust for income
              tax exemption may be made retroactively to the Effective Date of
              the Plan or to any later date.

       (b)    If the schedule for determining the extent to which benefits under
              the Plan are vested is changed, whether by amendment or on account
              of the Plan's becoming or ceasing to be a top-heavy plan, each
              Participant who has completed at least three years of vesting
              service may elect to have his or her vested benefits determined
              without regard to such change by giving written notice of such
              election to the Administrator within the period beginning on the
              date such change was adopted (or the Plan's top heavy status
              changed) and ending 60 days after the latest of (i) the date such
              change is adopted, (ii) the date such change becomes effective or
              (iii) the date the Participant is issued notice of such change by
              the Administrator or the Trustee.  Except as otherwise provided in
              an amendment permitted by Treasury Regulations, if an optional
              form of benefit payment protected under Code section 411(d)(6) is
              eliminated, each Participant may elect to have that portion of the
              value of his or her Accounts that was accrued as of the date of
              such elimination, distributed in the optional form of benefit
              payment that was eliminated.

       (c)    The provisions of the Plan in effect at the termination of a
              Participant's employment will, except as specifically provided
              otherwise in any subsequent amendment, continue to apply to such
              Participant.

11.3.  AUTHORITY TO TERMINATE AND PROCEDURE.  The Company expects to continue
       the Plan indefinitely but reserves the right to terminate the Plan in its
       entirety at any time.  Each Participating 


                                          49
<PAGE>

       Employer expects to continue its participation in the Plan indefinitely
       but reserves the right to cease its participation in the Plan at any
       time.  The Plan will terminate in its entirety as of the date specified
       by the Company in a written notice adopted and executed in the manner of
       an amendment.  The Plan will terminate with respect to a Participating
       Employer as of a date specified in a written instrument approved in
       advance or ratified by the Participating Employer's Board and executed in
       the name of the Participating Employer by a duly authorized officer.

11.4.  VESTING UPON TERMINATION, PARTIAL TERMINATION OR DISCONTINUANCE OF
       CONTRIBUTIONS.  Upon the termination of the Plan or upon the complete
       discontinuance of contributions, the Accounts of each "affected employee"
       will vest in full.  For purposes of this section, "affected employee"
       means a Participant or former Participant who, as of the effective date
       of the termination or complete discontinuance of contributions (a) is
       actively employed with an Affiliated Organization or (b) has terminated
       employment and has neither received a distribution of his or her Accounts
       of the type described in Section 7.2 nor experienced at least five
       consecutive One-Year Breaks in Service.  Upon the partial termination of
       the Plan, the Accounts of each Participant as to whom the Plan has been
       partially terminated will vest in full.

11.5.  DISTRIBUTION FOLLOWING TERMINATION, PARTIAL TERMINATION OR DISCONTINUANCE
       OF CONTRIBUTIONS.  After termination or partial termination of the Plan
       or the complete discontinuance of contributions under the Plan, the
       Trustee will continue to hold and distribute the Fund at the times and in
       the manner provided by Section 8.1 as if such event had not occurred or,
       if the Administrator so directs in accordance with Treasury Regulations,
       the Trustee will distribute to each Participant the entire balance of his
       or her Accounts.


                                          50
<PAGE>


                                      ARTICLE
                                         12.    
                   Definitions, Construction and Interpretations


The definitions and the rules of construction and interpretations set forth in
this article apply in construing this instrument unless the context otherwise
indicates.

12.1.  ACCOUNT.  An "Account" with respect to a Participant is any or all of the
       accounts maintained on his or her behalf pursuant to Section 4.1, as the
       context requires.

12.2.  ACTIVE PARTICIPANT.  An "Active Participant" is a Participant who is a
       Qualified Employee.

12.3.  ADMINISTRATOR.  The "Administrator" of the Plan is the Company or any
       individual or committee to whom or to which administrative duties are
       delegated by the Company with respect to the delegated duties.

12.4.  AFFILIATED ORGANIZATION.  An "Affiliated Organization" is the Company and
       any corporation that is a member of a controlled group of corporations
       (within the meaning of Code section 1563(a) without regard to Code
       sections 1563(a)(4) and 1563(e)(3)(C)) that includes the Company, any
       trade or business (whether or not incorporated) that together with the
       Company is under common control (within the meaning of Code section
       414(c)), any member of an "affiliated service group" (within the meaning
       of Code section 414(m)) of which the Company is a member or any other
       organization that, together with the Company, is treated as a single
       employer pursuant to Code section 414(o) and Treasury Regulations
       thereunder; provided, that, for purposes of applying the limitations set
       forth at Sections 9.6 and 9.7 of the Plan, such determination under Code
       section 1563(a) will be made by substituting the phrase "more than 50
       percent" for the phrase "at least 80 percent" wherever it appears in such
       Code section.

12.5.  AFTER-TAX CONTRIBUTION ACCOUNT.  The "After-Tax Contribution Account" is
       the account established pursuant to clause (d) of Section 4.1.

12.6.  AFTER-TAX CONTRIBUTIONS.  "After-Tax Contributions" means contributions
       made by a Participant pursuant to section 3.4. 

12.7.  BEFORE-TAX CONTRIBUTION ACCOUNT.  The "Before-Tax Contribution Account"
       is the account established pursuant to clause (a) of Section 4.1.  

12.8.  BEFORE-TAX CONTRIBUTIONS. "Before-Tax Contributions" means contributions
       made by the Participating Employers on behalf of Participants pursuant to
       Section 3.1.

12.9.  BENEFICIARY.  A "Beneficiary" is a person designated or otherwise
       determined under the provisions of Section 8.2 as the distributee of
       benefits payable after the death of a Participant.  A person designated
       as, or otherwise determined to be, a Beneficiary under the terms of the
       Plan has no interest in or rights under the Plan until the Participant in
       question has died.  A Beneficiary will cease to be such on the day on
       which all benefits to which he, she or it is entitled under the Plan have
       been distributed.

12.10. BOARD.  The "Board" is the board of directors or comparable governing
       body of the Affiliated Organization in question.  When the Plan provides
       for an action to be taken by the Board, the


                                          51
<PAGE>


       action may be taken by any committee or individual authorized to take
       such action pursuant to a proper delegation by the board of directors or
       comparable governing body in question.

12.11. CODE.  The "Code" is the Internal Revenue Code of 1986, as amended.  Any
       reference to a specific provision of the Code includes a reference to
       such provision as it may be amended from time to time and to any
       successor provision.

12.12. COMMITTEE.  The "Committee" is the administrative committee described in
       Article 13.

12.13. COMPANY.  The "Company" is BMC Industries, Inc. or any successor thereto.

12.14. COMPANY STOCK.  "Company Stock" is common stock of the Company.

12.15. CONSENT OF SPOUSE.  Whenever the consent of a Participant's spouse is
       required with respect to any act of the Participant, such consent will be
       deemed to have been obtained only if:

       (a)    the Participant's spouse executes a written consent to such act,
              which consent acknowledges the effect of such act and is witnessed
              by a Plan representative or a notary public; or

       (b)    the Administrator determines that no such consent can be obtained
              because the Participant has no spouse, because the Participant's
              spouse cannot be located, or because of such other circumstances
              as may, under Treasury Regulations, justify the lack of such
              consent.

       Any such consent by the Participant's spouse or such determination by the
       Administrator that such spouse's consent is not required is effective
       only with respect to the particular spouse of the Participant who so
       consented or with respect to whom such determination was made.  Any such
       consent by the Participant's spouse to an act of the Participant under
       the Plan is irrevocable with respect to that act.

12.16. DISABLED.  A Participant will be considered to be "Disabled" only if the
       Administrator determines that he or she is absent from active employment
       with all Affiliated Organizations by reason of illness, bodily injury or
       disease which renders the Participant unable to engage in any gainful
       occupation and which is likely to be of long and indefinite duration or
       result in death.

12.17. EFFECTIVE DATE.  The "Effective Date" of the Plan is April 1, 1979.

12.18. ELIGIBLE EARNINGS.  

       (a)    The "Eligible Earnings" of a Participant from a Participating
              Employer for any Plan Year for purposes of Before-Tax
              Contributions. After-Tax Contributions and Matching Contributions
              is the sum of all remuneration paid to the Participant by the
              Participating Employer for the portion of a Plan Year in which he
              or she is an Active Participant that is reportable in the "wages,
              tips, other compensation" box of Internal Revenue Form W-2,
              excluding (to the extent otherwise included) the amount of any
              imputed income of the Participant with respect to such portion of
              the Plan Year, increased by amounts that are deferred under
              Section 3.1 as Before-Tax Contributions and amounts by which a
              Participant's compensation from the Participating Employer for
              such portion of the Plan Year is reduced under a Code section 125
              cafeteria plan.


                                          52
<PAGE>

       (b)    The Eligible Earnings of a Participant from a Participating
              Employer for any Plan Year for the purpose of Profit Sharing
              Contributions is, for non-sales personnel, the Participant's
              annual base salary or wages paid to the Participant by the
              Participating Employer during the Plan Year, including shift
              premium, increased by amounts paid to the Participant by the
              Participating Employer during the Plan Year for time in excess of
              straight time but disregarding the portion of such amounts, if
              any, representing a premium over straight time rates, and for
              sales personnel, the greater of (i) the Participant's annual base
              salary paid by the Participating Employer during the Plan Year or
              (ii) the lesser of (1) the Participant's annual base salary plus
              commission paid by the Participating Employer during the Plan Year
              or (2) $60,000.  In no event will severance pay of any kind or
              nature, payments made pursuant to the BMC Industries, Inc.
              Long-Term Incentive Plan or amounts attributable to the exercise
              of a stock option be taken into account as Eligible Earnings.

       (c)    In no event will a Participant's Eligible Earnings for any Plan
              Year be taken into account to the extent it exceeds $150,000 (or
              such larger amount as may be permitted for the calendar year
              during which such Plan Year begins under Code section 401(a)(17)).

12.19. EMPLOYEE.  An "Employee" is any individual who performs services for an
       Affiliated Organization as a common-law employee of the Affiliated
       Organization.

12.20. EXCESS ELIGIBLE EARNINGS.  The "Excess Eligible Earnings" of a
       Participant from a Participating Employer for a Plan Year means the
       portion of his or her Eligible Earnings from the Participating Employer
       for the Plan Year, if any, in excess of the contribution and benefit base
       in effect for the calendar year during which the Plan Year begins under
       section 230 of the Social Security Act.

12.21. FUND.  The "Fund" is the total of all of the assets of every kind and
       nature, both principal and income, held in the Trust at any particular
       time or, if the context so requires, one or more of the investment funds
       described in Section 5.1.

12.22. GOVERNING LAW.  To the extent that state law is not preempted by
       provisions of the Employee Retirement Income Security Act of 1974, as
       amended, or any other laws of the United States, this Plan will be
       administered, construed, and enforced according to the internal,
       substantive laws of the State of Minnesota, without regard to its
       conflict of laws rules.

12.23. HEADINGS.  The headings of articles and sections are included solely for
       convenience.  In the case of a conflict between a heading and the text of
       the Plan, the text controls.

12.24. HIGHLY COMPENSATED EMPLOYEE. 

       (a)    A "Highly Compensated Employee" for any Plan Year beginning after
              December 31, 1996 is any employee who -

              (i)    at any time during such Plan Year or the 12-month period
                     preceding such Plan Year, owns or owned (or is considered
                     as owning or having owned within the meaning of Code
                     section 318) more than five percent of the outstanding
                     stock of an Affiliated Organization or stock possessing
                     more than five percent of the total combined voting power
                     of all outstanding stock of an Affiliated Organization, or


                                          53
<PAGE>

              (ii)   during the 12-month period preceding such Plan Year,
                     received compensation in excess of $80,000 (or such dollar
                     amount, adjusted to reflect increases in the cost of
                     living, as in effect under Code section 414(q)(1)(B) for
                     the calendar year during which the Plan Year in question
                     begins).

       (b)    For purposes of this section,

              (i)    an "employee" is any individual (other than an individual
                     who is a nonresident alien who receives no earned income
                     (within the meaning of Code section 911(d)(2)) from an
                     Affiliated Organization that constitutes income from
                     sources within the United States (within the meaning of
                     Code section 861(a)(3))) who, during the Plan Year for
                     which the determination is being made, performs services
                     for an Affiliated Organization as -

                     (1)    a common-law employee,

                     (2)    an employee pursuant to Code section 401(c)(1), or

                     (3)    a leased employee who is treated as an employee of
                            an Affiliated Organization pursuant to Code section
                            414(n)(2) or 414(o)(2), and

              (ii)   "compensation" for any period means an employee's Section
                     415 Wages for the period (increased for Plan Years
                     beginning before January 1, 1998 by the amount of any
                     reductions to the employee's compensation for the period in
                     connection with an election by the employee made pursuant
                     to a plan maintained by an Affiliated Organization under
                     Code section 125 or 401(k)).

12.25. MATCHING CONTRIBUTION ACCOUNT.  The "Matching Contribution Account" is
       the account established pursuant to clause (b) of Section 4.1.

12.26. MATCHING CONTRIBUTIONS.  "Matching Contributions" means contributions
       made by the Participating Employers on behalf of Participants pursuant to
       Section 3.2 or 3.6.

12.27. NORMAL RETIREMENT DATE.  The "Normal Retirement Date" of a Participant is
       the date on which he or she attains age 65.

12.28. NUMBER AND GENDER.  Wherever appropriate, the singular number may be read
       as the plural, the plural may be read as the singular, and the masculine
       gender may be read as the feminine gender.

12.29. PARTICIPANT.  A "Participant" is a current or former Qualified Employee
       who has entered the Plan pursuant to the provisions of Article 2 and who
       has not ceased to be a Participant pursuant to the provisions of Section
       2.6.

12.30. PARTICIPATING BUSINESS UNIT.  A "Participating Business Unit" is a
       division, work location or other operational unit of a Participating
       Employer, the eligible employees of which have been designated by the
       Participating Employer to participate in the Plan, as communicated in
       writing to the Company of the Participating Employer Board.

12.31. PARTICIPATING EMPLOYER.  A "Participating Employer" is the Company and
       any other Affiliated Organization that has adopted the Plan, or all of
       them collectively, as the context requires, and


                                          54
<PAGE>

       their respective successors.  An Affiliated Organization will cease to be
       a Participating Employer upon a termination of the Plan as to its
       Qualified Employees or upon its ceasing to be an Affiliated Organization.

12.32. PLAN.  The "Plan" is that set forth in this instrument as it may be
       amended from time to time.

12.33. PLAN RULE.  A "Plan Rule" is a rule, policy, practice or procedure
       adopted by the Administrator.  

12.34. PLAN YEAR.  A "Plan Year" is the calendar year.

12.35. PROFIT SHARING CONTRIBUTION ACCOUNT.  The "Profit Sharing Contribution
       Account" is the account established pursuant to clause (c) of Section
       4.1.

12.36. PROFIT SHARING CONTRIBUTIONS.  "Profit Sharing Contributions" means
       contributions made by the Participating Employers on behalf of
       Participants pursuant to Section 3.3 or 3.6.

12.37. PROFIT SHARING PLAN ROLLOVER ACCOUNT.  The "Profit Sharing Plan Rollover
       Account" is the account established pursuant to clause (f) of Section
       4.1.

12.38. QUALIFIED EMPLOYEE.

       (a)    Except as provided in Subsection (b), a "Qualified Employee" is an
              Employee who:

              (i)    performs services for a Participating Business Unit as an
                     employee of a Participating Employer (as classified by the
                     Participating Employer at the time the services are
                     performed without regard to any subsequent
                     reclassification); or

              (ii)   is paid by a Participating Employer on a United States
                     payroll while on a temporary foreign assignment as an
                     employee of P.T. Vision-Ease Asia.

       (b)    An Employee who would otherwise be a Qualified Employee is not a
              Qualified Employee if he or she:

              (i)    is a nonresident alien who receives no earned income
                     (within the meaning of Code section 911(d)(2) from a
                     Participating Employer that constitutes income from sources
                     within the United States (within the meaning of Code
                     section 861(a)(3)); or

              (ii)   is covered by a collective bargaining agreement, for whom
                     retirement benefits were the subject of good faith
                     bargaining between such person's representative and a
                     Participating Employer, and is not, as a result of such
                     bargaining, specifically covered by this Plan; or

              (iii)  is working in the United States on a temporary foreign
                     assignment.

12.39. ROLLOVER ACCOUNT.  The "Rollover Account" is the account established
       pursuant to clause (f) of Section 4.1.


                                          55
<PAGE>


12.40. SECTION 415 WAGES.  

       (a)    An individual's "Section 415 Wages" for any period is his or her
              "compensation," within the meaning of Code section 415(c)(3) and
              Treasury Regulations thereunder, for the period from all
              Affiliated Organizations.

       (b)    The Administrator may, for any period, determine the items of
              remuneration that, in accordance with Treasury Regulations, will
              be included in Section 415 Wages for such period; provided that
              for each purpose under this Plan, the Administrator's
              determination will be uniform throughout any period.

12.41. TERMINATION OF EMPLOYMENT.

       (a)    For purposes of determining entitlement to a distribution under
              this Plan, a Participant will be deemed to have terminated
              employment only if he or she has completely severed his or her
              employment relationship with all Affiliated Organizations or
              become Disabled.  Neither transfer of employment among Affiliated
              Organizations nor absence from active service by reason of
              disability leave, other than in connection with a Participant
              becoming Disabled, or any other leave of absence will constitute a
              termination of employment.

       (b)    With respect to his or her Before-Tax Contribution Account,
              Matching Contribution Account, After-Tax Contribution Account and
              Rollover Account - 

              (i)    A Participant will be deemed to have terminated employment
                     in conjunction with the disposition of all or any portion
                     of the business operation of an Affiliated Organization
                     which is a disposition of a subsidiary or of substantially
                     all of the assets used in a trade or business of an
                     Affiliated Organization within the meaning of Code section
                     401(k)(10)(A) with respect to which the requirements of
                     Code section 401(k)(10)(B) and (C) are satisfied.

              (ii)   A Participant who, in conjunction with the disposition of
                     all or any portion of a business operation of an Affiliated
                     Organization which is not described in clause (i),
                     transfers employment to the acquirer of such business
                     operation or to any affiliate of such acquirer will not be
                     considered to have terminated employment.  If a Participant
                     is deemed to have continued employment by reason of the
                     preceding sentence, such sentence will continue to apply to
                     such Participant in the event of any subsequent transfer of
                     employment in conjunction with the disposition of all or
                     any portion of a business operation of the initial acquirer
                     or any subsequent acquirers which is not a disposition of a
                     subsidiary of such acquirer or of substantially all of the
                     assets used in a trade or business of such acquirer within
                     the meaning of Code section 401(k)(10)(A) with respect to
                     which the requirements of Code section 401(k)(10)(B) and
                     (C) are satisfied.  Except in conjunction with such a
                     disposition of a subsidiary or substantially all of the
                     assets used in a trade or business of the seller, such a
                     Participant will be considered to have terminated
                     employment only when he or she has severed the employment
                     relationship with all such acquirers and their affiliates.


                                          56
<PAGE>


12.42. TESTING WAGES.  

       (a)    An individual's "Testing Wages" for any Plan Year is his or her
              Section 415 Wages for the Plan Year.

       (b)    Notwithstanding Subsection (a), in no event will a person's
              Testing Wages for any Plan Year be taken into account to the
              extent it exceeds $150,000 (or such other larger amount as may be
              permitted for the calendar year during which such Plan Year begins
              under Code section 401(a)(17)).

       (c)    The Administrator may, for any Plan Year, adopt any alternative
              definition of Testing Wages that complies with Code section 414(s)
              and Treasury Regulations thereunder; provided, that for each
              purpose under this Plan, the definition so adopted will be uniform
              throughout any Plan Year.

12.43. TREASURY REGULATIONS.  "Treasury Regulations" mean regulations, rulings,
       notices and other promulgations issued under the authority of the
       Secretary of the Treasury that apply to, or may be relied upon in the
       administration of, this Plan.

12.44. TRUST.  The "Trust" is that created for purposes of implementing benefits
       under the Plan.

12.45. TRUSTEE.  The "Trustee" is the corporation and/or individual or
       individuals who from time to time is or are the duly appointed and acting
       trustee or trustees of the Trust.


                                          57
<PAGE>

                                      ARTICLE
                                         13.    
                               Administration of Plan


13.1.  NAMED FIDUCIARY.  The Company is the "named fiduciary" of the Plan for
       purposes of the Employee Retirement Income Security Act of 1974, as
       amended.

13.2.  COMMITTEE. 

       (a)    The general administration of the Plan on behalf of the Company
              and the duty to carry out its provisions is vested in a Committee
              composed of not fewer than three members. One member of the
              Committee will be the head of the Company's human resources
              function, a second member of the Committee will be the head of the
              Company's financial function and a third member of the Committee
              will be the head of the Company's treasury function. Additional
              members may be appointed to the Committee by the Company's Board
              to serve at its pleasure. Each such additional member will file
              written acceptance of his or her appointment with the Company's
              Board.  A Committee member may resign by delivering his or her
              written resignation to the Company's Board; and any Committee
              member, other than the heads of the Company's human resources,
              financial and treasury functions, may be removed, with or without
              cause, by resolution of the Company's Board and the delivery of
              written notice of removal to the removed member. Any resignation
              or removal will be effective upon delivery of the written
              resignation or notice of removal, as the case may be, or upon any
              later date specified therein. Vacancies created by any resignation
              or removal will be filled by appointment by the Company's Board;
              provided, that, subject to there being at least three persons
              serving as Committee members at all times, the Board need not fill
              any vacancy so created.

       (b)    In addition to its general duties and power and authority in
              connection with the administration of the Plan, the Committee has
              the discretionary power and authority with respect to -

              (i)    The selection, designation and removal of the
                     Administrator, the Trustee and any investment managers of
                     the Fund;

              (ii)   The direction of investments of assets comprising the Fund
                     in insurance-company issued deposit administration or
                     similar group annuity contract or contracts; and

              (iii)  In the case of any investment fund maintained pursuant to
                     Section 5.1 the assets of which are primarily invested in
                     one or more insurance company issued deposit administration
                     or group annuity contracts, to determine, from time to
                     time, the portion of such investment fund, if any, that
                     will not be invested in such insurance-company issued
                     contracts and to direct the Trustee as to the specific
                     investments or types of investments with respect to such
                     portion of such investment fund; provided, that nothing
                     contained in this clause (iii) requires the Committee to
                     exercise such power or authority or limits the power or
                     authority


                                          58
<PAGE>

                     of the Committee to delegate any such duties to the
                     Administrator, the Trustee or any investment manager.

       (c)    At least annually, the Committee will determine the Plan's funding
              policy and short-and long-run financial needs and communicate the
              same to the Trustee and any investment manager of the Fund.

       (d)    The Committee will perform its duties in accordance with the
              following procedures:

              (i)    The head of the Company's human resources function will act
                     as the chair of the Committee and will preside over the
                     Committee's meetings;

              (ii)   The Committee will designate the head of the Company's
                     human resources function, or such other person as it may
                     determine, to serve as Administrator pursuant to Section
                     13.3, and may from time to time revoke such designation and
                     designate another person to serve as Administrator. Each
                     such designation must be in writing, and a copy of the
                     designation must be furnished to the Administrator and the
                     Trustee.  The person designated to act as Administrator
                     must file a written acceptance with the Committee.  Such
                     person's duty hereunder will terminate upon revocation of
                     such designation by the Committee or upon resignation as
                     Administrator by the person so designated. Such revocation
                     or resignation must be in writing and will be effective
                     upon delivery thereof to the Administrator or the Committee
                     as the case may be, and in either case to the Trustee;

              (iii)  The Committee will appoint a secretary who may, but need
                     not, be a member of the Committee, and who will keep
                     minutes of the Committee's meetings and perform such other
                     duties as may be specified from time to time by the
                     Committee;

              (iv)   The Committee may appoint such subcommittees with such
                     duties and powers as it may specify, and it may delegate
                     administrative powers to one or more of its members or to
                     such other person or entity as it may designate;

              (v)    The Committee will meet at such times and places and upon
                     such notice as its members may determine from time to time.
                     A majority of the current membership of the Committee will
                     constitute a quorum for the transaction of business, and
                     all acts of the Committee at any meeting will require, for
                     their validity, the affirmative vote of a majority of the
                     current membership of the Committee;

              (vi)   The Committee may adopt bylaws for the conduct of its
                     business, provided such bylaws are not inconsistent with
                     the provisions of this article;

              (vii)  No member of the Committee may vote with respect to a
                     decision of the Committee relating solely to his or her own
                     participation under the Plan.


                                          59
<PAGE>

13.3.  ADMINISTRATOR.  

       (a)    The Administrator designated by the Committee will perform the
              following administrative duties:

              (i)    the determination of initial and continuing eligibility of
                     Employees to participate in the Plan and enrollment of
                     Participants in the Plan;

              (ii)   the determination of Participants' entitlement to, and the
                     amount of contributions under the Plan;

              (iii)  the processing of Participants' Beneficiary designations;

              (iv)   the review of claims made pursuant to the Plan's benefit
                     claim procedure;

              (v)    the computation of the amount of each Participant's Account
                     balances;

              (vi)   the authorization of disbursements from the Fund in the
                     form of withdrawals, loans and distributions;

              (vii)  the preparation, distribution to Participants and filing
                     with appropriate governmental agencies of such reports,
                     disclosures and forms as are required by law, and retention
                     of copies thereof in the Administrator's files; and

              (viii) such other duties as specified in the Plan or as the
                     Committee may delegate to the Administrator from time to
                     time.

       (b)    The Administrator may delegate some or all of his or her duties to
              such other person as he or she may designate and may from time to
              time revoke such authority and delegate it to another person. Each
              such delegation must be in writing, and a copy thereof must be
              furnished to the person to whom the duty is delegated. Such person
              must file a written acceptance with the Administrator. Such
              person's duty hereunder will terminate upon revocation of such
              authority by the Administrator or upon withdrawal of such
              acceptance by the person to whom the duty was delegated. Such
              revocation or withdrawal must be in writing, and will be effective
              upon delivery of a copy thereof to the person or entity to whom
              the duty was delegated or to the Administrator as the case may be.

13.4.  COMPENSATION AND EXPENSES.  An Employee performing administrative duties
       in connection with the Plan may not receive compensation from the Fund
       for such services, but is entitled to reimbursement from the Fund for all
       sums reasonably and necessarily expended in the performance of such
       duties.  The Committee and the Administrator may retain such independent
       accounting, legal, clerical and other services as may reasonably be
       required in the administration of the Plan and may pay reasonable
       compensation from the Fund for such services or may reimburse the Company
       from the Fund for reasonable compensation paid by the Company for such
       services.  Any such reimbursement or compensation and all other costs of
       administering the Plan will be paid by the Trustee from the Fund but if
       not so paid, will be paid by the Company, in either case upon statements
       issued by the Committee or the Administrator.

13.5.  ADOPTION OF RULES.  The Committee and the Administrator each have the
       discretionary power and authority to make and enforce such Plan Rules as
       the Committee or the Administrator deems


                                          60
<PAGE>

       necessary or advisable in connection with the administration of the Plan
       and to modify or rescind any Plan Rule at any time.  Plan Rules will be
       uniform and nondiscriminatory with respect to persons determined by the
       Committee or the Administrator to be similarly situated.

13.6.  DISCRETION.  To the extent applicable to their respective administrative
       duties, the Committee and the Administrator each have the discretionary
       power and authority to make all determinations necessary for
       administration of the Plan, except those determinations that the Plan
       requires others to make, and to construe, interpret, apply and enforce
       the Plan whenever necessary to carry out its intent and purpose and to
       facilitate its administration, including, without limitation, the
       discretionary power and authority to remedy ambiguities, inconsistencies,
       omissions and erroneous Account balances.  In the exercise of
       discretionary powers, the Committee or the Administrator will treat all
       persons determined by the Committee or the Administrator to be similarly
       situated in a uniform and nondiscriminatory manner.

13.7.  INDEMNIFICATION.  The Participating Employers jointly and severally agree
       to indemnify and hold harmless, to the extent permitted by law, each
       director, officer, and employee of any Affiliated Organization against
       any and all liabilities, losses, costs and expenses (including legal
       fees) of every kind and nature that may be imposed on, incurred by, or
       asserted against such person at any time by reason of his or her services
       in connection with the Plan but only if he or she did not act dishonestly
       or in bad faith or in willful violation of the law or regulations under
       which such liability, loss, costs or expense arises.  The Participating
       Employers have the right, but not the obligation, to select counsel and
       control the defense and settlement of any action for which a person may
       be entitled to indemnification under this provision.

13.8.  BENEFIT CLAIM PROCEDURE.  If a request for a benefit by a Participant or
       Beneficiary of a deceased Participant is denied in whole or in part, he
       or she may, within 30 days after receipt of notice of the denial, file
       with the Administrator a written claim objecting to the denial.  Not
       later than 90 days after receipt of such claim, the Administrator will
       render a written decision on the claim to the claimant.  If the claim is
       denied in whole or in part, the decision will include:  the reasons for
       the denial; a reference to the Plan provision that is the basis for the
       denial; a description of any additional material or information necessary
       for the claimant to perfect the claim; an explanation as to why such
       information or material is necessary; and an explanation of the Plan's
       claim procedure.  Not later than 60 days after receiving the
       Administrator's written decision, the claimant may file with the
       Administrator a written request for review of the Administrator's
       decision, and the claimant or the representative may thereafter review
       Plan documents that relate to the claim and submit written comments to
       the Administrator.  Not later than 60 days after receiving such request,
       the Administrator will afford the claimant or the representative an
       opportunity to present the claim in person to the Administrator.  Not
       later than 60 days after such presentation or, if there is no such
       presentation, not later than 60 days after the Administrator's receipt of
       the request for review, the Administrator will render a written decision
       on the claim, which decision will include the specific reasons for the
       decision, including references to specific Plan provisions where
       appropriate.  The 90- and 60-day periods during which the Administrator
       must respond to the claimant may be extended by up to an additional 90 or
       60 days, respectively, if special circumstances beyond the
       Administrator's control so require and if notice of such extension is
       given to the claimant.  A claimant must exhaust the procedure described
       in this section before pursuing the claim in any other proceeding.

13.9.  CORRECTION OF ERRORS.  If the Administrator determines that, by reason of
       administrative error or other cause attributable to a Participating
       Employer, the Account of any Participant has incurred


                                          61
<PAGE>

       a loss, the Administrator may enter into an agreement with the
       Participating Employer under which the Account is fully restored and may,
       upon such restoration, release the Participating Employer from further
       responsibility.


                                          62
<PAGE>

                                      ARTICLE
                                        14.
                                   Miscellaneous


14.1.  MERGER, CONSOLIDATION, TRANSFER OF ASSETS.  If this Plan is merged or
       consolidated with, or its assets or liabilities are transferred to, any
       other plan, each Participant will be entitled to receive a benefit
       immediately after such merger, consolidation or transfer (if such other
       plan were then terminated) that is equal to or greater than the benefit
       he or she would have been entitled to receive immediately before such
       merger, consolidation or transfer (if this Plan had then terminated but
       without regard to Section 11.4).

14.2.  LIMITED REVERSION OF FUND.

       (a)    Except as provided in Subsection (b), no corpus or income of the
              Trust will at any time revert to any Affiliated Organization or be
              used other than for the exclusive benefit of Participants and
              their Beneficiaries by paying benefits and administrative expenses
              of the Plan.

       (b)    Notwithstanding any contrary provision in the Plan,

              (i)    All contributions made by a Participating Employer to the
                     Trustee prior to the initial determination of the Internal
                     Revenue Service as to qualification of the Plan under Code
                     section 401(a) and the tax exempt status of the Trust under
                     Code section 501(a) will be repaid by the Trustee to the
                     Participating Employer, upon the Participating Employer's
                     written request, if the Internal Revenue Service rules that
                     the Plan is not qualified or the Trust is not tax exempt;
                     provided, that the Participating Employer must request such
                     determination within a reasonable time after adoption of
                     the Plan and the repayment by the Trustee to the
                     Participating Employer must be made within one year after
                     the date of denial of qualification of the Plan; and

              (ii)   To the extent a contribution is made by a Participating
                     Employer by a mistake of fact or a deduction is disallowed
                     a Participating Employer under Code section 404, the
                     Trustee will repay the contribution to the Participating
                     Employer upon the Participating Employer's written request;
                     provided, that such repayment must be made within one year
                     after the mistaken payment is made or the deduction is
                     disallowed, as the case may be.  Each contribution to the
                     Plan by a Participating Employer is expressly conditioned
                     on such contribution's being fully deductible by the
                     Participating Employer under Code section 404.

14.3.  TOP-HEAVY PROVISIONS.

       (a)    The provisions of this subsection will apply for any Plan Year
              during which the Plan is "top heavy."

              (i)    Notwithstanding the provisions of Article 3, no
                     contributions will be made and allocated on behalf of any
                     "key employee" for any Plan Year during which the Plan is
                     top heavy unless the amount of contributions (excluding
                     Before-Tax Contributions) made and allocated for such Plan
                     Year on behalf of each


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<PAGE>

                     Participant who is not a key employee and who is employed
                     with an Affiliated Organization on the last day of the Plan
                     Year, expressed as a percentage of the Participant's
                     Testing Wages for the Plan Year, is at least equal to the
                     lesser of

                     (1)    three percent, or

                     (2)    the largest percentage of such Testing Wages at
                            which contributions (including Before-Tax
                            Contributions) are made and allocated on behalf of
                            any key employee for such Plan Year.

              (ii)   If, in addition to this Plan, an Affiliated Organization
                     maintains another qualified defined contribution plan or
                     one or more qualified defined benefit pension plans during
                     a Plan Year, the provisions of clause (i) will be applied
                     for such Plan Year -

                     (1)    by taking into account the employer contributions
                            (other than elective deferrals for a non-key
                            employee) on behalf of the Participant under all
                            such defined contribution plans;

                     (2)    without regard to any Participant who is not a key
                            employee and whose accrued benefit, expressed as a
                            single life annuity, under a defined benefit pension
                            plan maintained by the Affiliated Organization for
                            such Plan Year is not less than the product of -

                            (A)    the Participant's average Testing Wages for
                                   the period of consecutive years not exceeding
                                   the period of consecutive years (not
                                   exceeding five) when the Participant had the
                                   highest aggregate Testing Wages, disregarding
                                   years in which the Participant completed less
                                   than 1000 Hours of Service, multiplied by

                            (B)    the lesser of (I) two percent per year of
                                   service, disregarding years of service
                                   beginning after the close of the last Plan
                                   Year in which such defined benefit plan was a
                                   top heavy plan or (II) 20 percent.

              (iii)  Notwithstanding Section 7.1(h), each Participant's vested
                     nonforfeitable interest in the portion of his or her Profit
                     Sharing Contribution Account not described in Section
                     7.1(a) will be determined in accordance with the following
                     schedule:

<TABLE>
<CAPTION>
                                                                       Vested
                            Years of Vesting Service                  Interest
                            ------------------------                  --------
                            <S>                                       <C>
                            Less Than Three Years                         0%
                            Three or More Years                         100%
</TABLE>

                     If the Plan ceases to be a top heavy plan, the portion of a
                     Participant's Profit Sharing Contribution Account that has
                     vested pursuant to the foregoing schedule will remain
                     nonforfeitable, notwithstanding the subsequent application
                     of the


                                          64
<PAGE>

                     vesting schedule set forth in Section 7.1(h) to amounts
                     subsequently allocated to the Account.

       (b)   For purposes of Subsection (a),

             (i)     

                     (1)    The Plan will be a "top-heavy plan" for a particular
                            Plan Year if, as of the last day of the initial Plan
                            Year or, with respect to any other Plan Year, as of
                            the last day of the preceding Plan Year, the
                            aggregate of the Account balances of key employees
                            is greater than 60 percent of the aggregate of the
                            Account balances of all Participants.

                     (2)    For purposes of calculating the aggregate Account
                            balances for both key employees and employees who
                            are not key employees:

                            (A)    Any distributions made within the five-year
                                   period preceding the Plan Year for which the
                                   determination is being made, other than a
                                   distribution transferred or rolled over to a
                                   plan maintained by an Affiliated
                                   Organization, will be included;

                            (B)    Amounts transferred or rolled over from a
                                   plan not maintained by an Affiliated
                                   Organization at the initiation of the
                                   Participant will be excluded;

                            (C)    The Account balances of any key employee and
                                   any employee who is not a key employee who
                                   has not performed an Hour of Service at any
                                   time during the five-year period ending on
                                   the date as of which the determination is
                                   being made will be excluded; and

                            (D)    The terms "key employee" and "employee"
                                   include the Beneficiaries of such persons who
                                   have died.

             (ii)    

                     (1)    Notwithstanding the provisions of clause (i), this
                            Plan will not be a top-heavy plan if it is part of
                            either a "required aggregation group" or a
                            "permissive aggregation group" and such aggregation
                            group is not top-heavy.  An aggregation group will
                            be top-heavy if the sum of the present value of
                            accrued benefits and account balances of key
                            employees is more than 60 percent of the sum of the
                            present value of accrued benefits and account
                            balances for all Participants, such accrued benefits
                            and account balances being calculated in each case
                            in the same manner as set forth in clause (i).

                     (2)    Each plan in a required aggregation group will be
                            top-heavy if the group is top-heavy.  No plan in a
                            required aggregation group will be top-heavy if the
                            group is not top-heavy.


                                          65
<PAGE>

                     (3)    If a permissive aggregation group is top-heavy, only
                            those plans that are part of an underlying
                            top-heavy, required aggregation group will be
                            top-heavy. No plan in a permissive aggregation group
                            will be top-heavy if the group is not top-heavy.

             (iii)   The "required aggregation group" consists of (1) each plan
                     of an Affiliated Organization in which a key employee
                     participates and (2) each other plan of an Affiliated
                     Organization that enables a plan in which a key employee
                     participates to meet the nondiscrimination requirements of
                     Code sections 401(a)(4) or 410. 

             (iv)    A "permissive aggregation group" consists of those plans
                     that are required to be aggregated and one or more plans
                     (providing comparable benefits or contributions) that are
                     not required to be aggregated, which, when taken together,
                     satisfy the requirements of Code sections 401(a)(4) and
                     410. 

             (v)     For purposes of applying clauses (ii), (iii) and (iv) of
                     this Subsection (b), any qualified defined contribution
                     plan maintained by an Affiliated Organization at any time
                     within the five-year period preceding the Plan Year for
                     which the determination being made which, as of the date of
                     such determination, has been formally terminated, has
                     ceased crediting service for benefit accruals and vesting
                     and has been or is distributing all plan assets to
                     participants or their beneficiaries, will be taken into
                     account to the extent required or permitted under such
                     clauses and under Code section 416.

       (c)   A "key employee" is any individual who is or was employed with an
             Affiliated Organization and who, at any time during the Plan Year
             in question or any of the preceding four Plan Years is or was:

             (i)     An officer of the Affiliated Organization (an
                     administrative executive in regular and continued service
                     with the Affiliated Organization) whose Section 415 Wages
                     for such Plan Year exceed 50 percent of the amount in
                     effect under Code section 415(b)(1)(A) for such Plan Year,
                     but in no case will there be taken into account more than
                     the lesser of (a) 50 persons, or (b) the greater of (i)
                     three persons or (ii) ten percent of the number of the
                     Affiliated Organization's employees, excluding for purposes
                     of determining the number of such officers, any employees
                     described in Code section 414(q)(5);

             (ii)    The owner of an interest in the Affiliated Organization
                     that is not less than the interest owned by at least ten
                     other persons employed with the Affiliated Organization;
                     provided, that, such owner will not be a key employee
                     solely by reason of such ownership for a Plan Year if he or
                     she does not own more than one-half of one percent of the
                     value of the outstanding interests of the Affiliated
                     Organization or if the amount of his or her Section 415
                     Wages for such Plan Year is less than the amount in effect
                     under Code section 415(c)(1)(A) for such Plan Year;

             (iii)   The owner of more than five percent of the Affiliated
                     Organization's outstanding stock or more than five percent
                     of the total combined voting power of the Affiliated
                     Organization's stock; or


                                          66
<PAGE>

             (iv)    The owner of more than one percent of the Affiliated
                     Organization's outstanding stock or more than one percent
                     of the total combined voting power of the Affiliated
                     Organization's stock, whose Section 415 Wages for such Plan
                     Year exceed $150,000.

             For purposes of this Subsection (c), ownership of an Affiliated
             Organization's stock will be determined in accordance with Code
             section 318; provided, that subparagraph 318(a)(2)(C) will be
             applied by substituting the phrase "5 percent" for the phrase "50
             percent" wherever it appears in such Code section.

       (d)   If, for any Plan Year beginning before January 1, 2000, an
             Affiliated Organization maintains a qualified defined contribution
             plan and a qualified defined pension plan, the limitation on
             combined contributions and accrued benefits will be adjusted by
             substituting "100 percent" for "125 percent" in the definitions of
             the defined benefit fraction and the defined contribution fraction
             in Section 9.7; provided, first, that this Subsection (d) will be
             applied prospectively only to prohibit additional contributions
             allocated, and forfeitures reallocated, to and defined benefit
             accruals for, a Participant and will not reduce any allocations or
             reallocations made to, or benefits accrued for, such Participant
             prior to the Plan Year for which it first becomes effective; and,
             second, that if the Plan would not be a top heavy plan if "90
             percent" were substituted for "60 percent" in clause (i)(1) of
             Subsection (b), this Subsection (d) will not apply if -

             (i)     the aggregate employer contributions (other than elective
                     deferrals) under all such qualified defined contribution
                     plans on behalf of each Participant who is not a key
                     employee and who is employed with an Affiliated
                     Organization on the last day of the Plan Year is not less
                     than seven and one-half percent of his or her Testing Wages
                     for the Plan Year, or

             (ii)    the accrued benefit for each Participant under the
                     qualified defined benefit pension plan is not less than the
                     benefit described in Subsection (a)(ii)(2), applied by
                     substituting "3 percent" for "2 percent" in item (I) of
                     clause (B) and "30 percent" for "20 percent" in item (II)
                     of clause (B).

14.4.  NO EMPLOYMENT RIGHTS CREATED.  The establishment and maintenance of the
       Plan neither gives any Employee a right to continuing employment nor
       limits the right of an Affiliated Organization to discharge or otherwise
       deal with the Employee without regard to the effect such action might
       have on his or her initial or continued participation in the Plan.

14.5.  SPECIAL PROVISIONS.  Special provisions of the Plan applicable only to
       certain Participants will be set forth on an exhibit to the Plan.  In the
       event of a conflict between the terms of the exhibit and the terms of the
       Plan, the exhibit controls.

14.6.  QUALIFIED MILITARY SERVICE.

       (a)   The provisions of this section apply only to an Employee who is
             reemployed on or after October 13, 1996 and whose reemployment
             rights are protected under the Uniformed Services Employment and
             Reemployment Rights Act of 1994 ("USERRA") and are intended to
             comply with the requirements of Code section 414(u).


                                          67
<PAGE>

       (b)   Notwithstanding any other provisions of the Plan to the contrary,
             a Qualified Employee who leaves the employ of a Participating
             Employer for qualified military service and returns to employment
             with a Participating Employer will be entitled to the restoration
             of benefits under the Plan which would have accrued but for the
             Qualified Employee's absence due to qualified military service.  

       (c)   A Qualified Employee's Participating Employer will make Before-Tax
             Contributions on behalf of the Qualified Employee for the Plan
             Years during which he or she would have been an Active Participant
             but for his or her qualified military service in the amount by
             which his or her Eligible Earnings have been reduced in accordance
             with Section 3.1 and the following additional rules:

             (i)     the Qualified Employee may elect to have his or her
                     Eligible Earnings reduced subject to the maximum amount the
                     Qualified Employee could have reduced his or her Eligible
                     Earnings during the period of qualified military service;

             (ii)    the Qualified Employee may elect to reduce his or her
                     Eligible Earnings under this subsection at any time during
                     the period that begins on his or her date of reemployment
                     and has the same length as the lesser of five years or the
                     period of the Qualified Employee's qualified military
                     service multiplied by three;

             (iii)   the Before-Tax Contributions under this subsection are not
                     subject to the limitations described in Section 9.2 or 9.4.

       (d)   A Qualified Employee's Participating Employer will make Matching
             Contributions with respect to the Qualified Employee's Before-Tax
             Contributions pursuant to Subsection (c) in the same amount as if
             such Before-Tax Contributions had actually been made during the
             Participant's period of qualified military service.  The Matching
             Contributions made pursuant to this subsection are not subject to
             the limitations described in Section 9.3 or 9.4.

       (e)   The following additional rules and conditions apply with respect
             to qualified military service notwithstanding any contrary
             provision of the Plan:

             (i)     an Employee will not be treated as having incurred a
                     One-Year Break in Service by reason of his or her qualified
                     military service;

             (ii)    any period of qualified military service will be counted as
                     Eligibility Service and Vesting Service;

             (iii)   for purposes of Section 3.3(b), a Qualified Employee will
                     be treated as employed by the Participating Employer and
                     accruing service during any period of qualified military
                     service;

             (iv)    for purposes of determining the Qualified Employee's
                     Eligible Earnings and Section 415 Wages, the Qualified
                     Employee will be treated as receiving compensation from the
                     Participating Employer with whom he or she was employed
                     immediately before the period of qualified military service
                     during the period of qualified military service in an
                     amount equal to the compensation he or she would have
                     received during such period if he or she were not in
                     qualified


                                          68
<PAGE>

                     military service determined based on the rate of pay the
                     Qualified Employee would have received from the
                     Participating Employer but for the absence due to qualified
                     military service; provided, however, if the compensation
                     the Qualified Employee would have received from the
                     Participating Employer is not reasonably certain, then the
                     Qualified Employee's rate of compensation will be equal to
                     his or her average compensation for the 12-month period
                     preceding the qualified military service (or, if shorter,
                     the period of employment immediately preceding the
                     qualified military service);

             (v)     contributions on behalf of the Qualified Employee will be
                     subject to the limitations of Article 9 only with respect
                     to the Plan Years to which such contribution relates;

             (vi)    the Qualified Employee will not be entitled to any
                     crediting of earnings on contributions for any period prior
                     to actual payment to the Trust; and

             (vii)   the Qualified Employee will not be entitled to restoration
                     of any forfeitures which were not allocated to his or her
                     Account as a result of his or her qualified military
                     service.

       (f)   For purposes of this section, "qualified military service" means
             any service in the uniformed services as defined in USERRA by a
             Qualified Employee who is entitled to reemployment rights with a
             Participating Employer under USERRA.

14.7.  SHORT PLAN YEARS.  To the extent required by and in accordance with
       Treasury Regulations, for the initial Plan Year and any other Plan Year
       which is less than 12 months long, the dollar limitations in effect for
       purposes of Code sections 401(a)(17), 414(q), 415 and 416 will be
       adjusted to reflect the short Plan Year.


                                          69