<PAGE>   1


                                                                   EXHIBIT 10.17

                  CUNO INCORPORATED SAVINGS AND RETIREMENT PLAN
<PAGE>   2



<PAGE>   3
                                TABLE OF CONTENTS


                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

   2.1        TOP HEAVY PLAN REQUIREMENTS                                     16
   2.2        DETERMINATION OF TOP HEAVY STATUS                               16
   2.3        POWERS AND RESPONSIBILITIES OF THE EMPLOYER                     20
   2.4        DESIGNATION OF ADMINISTRATIVE AUTHORITY                         21
   2.5        ALLOCATION AND DELEGATION OF RESPONSIBILITIES                   21
   2.6        POWERS AND DUTIES OF THE ADMINISTRATOR                          21
   2.7        RECORDS AND REPORTS                                             22
   2.8        APPOINTMENT OF ADVISERS                                         23
   2.9        INFORMATION FROM EMPLOYER                                       23
   2.10       PAYMENT OF EXPENSES                                             23
   2.11       MAJORITY ACTIONS                                                23
   2.12       CLAIMS PROCEDURE                                                23
   2.13       CLAIMS REVIEW PROCEDURE                                         24


                                   ARTICLE III
                                   ELIGIBILITY
   3.1       CONDITIONS OF ELIGIBILITY                                        24
   3.2       APPLICATION FOR PARTICIPATION                                    24
   3.3       EFFECTIVE DATE OF PARTICIPATION                                  25
   3.4       DETERMINATION OF ELIGIBILITY                                     25
   3.5       TERMINATION OF ELIGIBILITY                                       25
<PAGE>   4
                                                                               1



   3.6       OMISSION OF ELIGIBLE EMPLOYEE                                    26
   3.7       INCLUSION OF INELIGIBLE EMPLOYEE                                 26

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION
   4.1       FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION                  26
   4.2       PARTICIPANT'S SALARY REDUCTION ELECTION                          27
   4.3       TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION                       31
   4.4       ALLOCATION OF CONTRIBUTION AND EARNINGS                          31
   4.5       ACTUAL DEFERRAL PERCENTAGE TESTS                                 35
   4.6       ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                   38
   4.7       ACTUAL CONTRIBUTION PERCENTAGE TESTS                             40
   4.8       ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS               43
   4.9       MAXIMUM ANNUAL ADDITIONS                                         45
   4.10      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                        49
   4.11      TRANSFERS FROM QUALIFIED PLANS                                   50
   4.12      VOLUNTARY CONTRIBUTIONS                                          52
   4.13      DIRECTED INVESTMENT ACCOUNT                                      53

                                    ARTICLE V
                                   VALUATIONS
   5.1       VALUATION OF THE TRUST FUND                                      53
   5.2       METHOD OF VALUATION                                              54

                                   ARTICLE VI
<PAGE>   5
                                                                               2


                   DETERMINATION AND DISTRIBUTION OF BENEFITS
   6.1       DETERMINATION OF BENEFITS UPON RETIREMENT                        54
   6.2       DETERMINATION OF BENEFITS UPON DEATH                             54
   6.3       DETERMINATION OF BENEFITS IN EVENT OF DISABILITY                 55
   6.4       DETERMINATION OF BENEFITS UPON TERMINATION                       56
   6.5       DISTRIBUTION OF BENEFITS                                         59
   6.6       DISTRIBUTION OF BENEFITS UPON DEATH                              61
   6.7       TIME OF SEGREGATION OR DISTRIBUTION                              62
   6.8       DISTRIBUTION FOR MINOR BENEFICIARY                               62
   6.9       LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                   62
   6.10      PRE-RETIREMENT DISTRIBUTION                                      62
   6.11      ADVANCE DISTRIBUTION FOR HARDSHIP                                63
   6.12      QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                  64
   6.13      DIRECT ROLLOVER                                                  65

                                   ARTICLE VII
                    AMENDMENT, TERMINATION, MERGERS AND LOANS
   7.1       AMENDMENT                                                        66
   7.2       TERMINATION                                                      66
   7.3       MERGER OR CONSOLIDATION                                          67
   7.4       LOANS TO PARTICIPANTS                                            67

                                  ARTICLE VIII
                                  MISCELLANEOUS
   8.1       PARTICIPANT'S RIGHTS                                             68
   8.2       ALIENATION                                                       69
<PAGE>   6
                                                                               3


   8.3       CONSTRUCTION OF PLAN                                             69
   8.4       GENDER AND NUMBER                                                70
   8.5       LEGAL ACTION                                                     70
   8.6       PROHIBITION AGAINST DIVERSION OF FUNDS                           70
   8.7       BONDING                                                          70
   8.8       EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                       71
   8.9       INSURER'S PROTECTIVE CLAUSE                                      71
   8.10      RECEIPT AND RELEASE FOR PAYMENTS                                 71
   8.11      ACTION BY THE EMPLOYER                                           71
   8.12      NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY               71
   8.13      HEADINGS                                                         72
   8.14      APPROVAL BY INTERNAL REVENUE SERVICE                             72
   8.15      UNIFORMITY                                                       73
<PAGE>   7



<PAGE>   8



<PAGE>   9
                  CUNO INCORPORATED SAVINGS AND RETIREMENT PLAN

                    THIS PLAN, hereby adopted this tenth day of September, 1996,
by Cuno Incorporated (herein referred to as the "Employer").

                              W I T N E S S E T H:

                    WHEREAS, the Employer desires to recognize the contribution
made to its successful operation by its employees and to reward such
contribution by means of a 401(k) Profit Sharing Plan for those employees who
shall qualify as Participants hereunder;

                    NOW, THEREFORE, effective September 10, 1996, (hereinafter
called the "Effective Date"), the Employer hereby establishes a Profit Sharing
Plan (the "Plan") for the exclusive benefit of the Participants and their
Beneficiaries, on the following terms:

                                    ARTICLE I
                                   DEFINITIONS

         0.1 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         0.1 "Administrator" means the person or entity designated by the
Employer pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.

         0.1 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

         0.1 "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 2.2.

         0.1 "Anniversary Date" means December 31 and each other date specified
by the Employer.

         0.1 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

         0.1 "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

         0.1 "Compensation" with respect to any Participant means the base wage
rate paid by the Employer to the Participant for the Plan Year, including
non-work vacation payments and holidays, but excluding shift differential,
overtime, commissions, bonuses, and any add-on payments paid by the Employer as
an incentive payment on the Employee's basic wage pay. For purposes of this
Plan, contributions made to an Employee's Aggregate Account shall be limited to
Compensation received on two thousand eighty (2,080) Hours of Service.

                  For purposes of this Section, the determination of
Compensation shall be made by:

                                       0
<PAGE>   10
                           (a) including amounts which are contributed by the
                  Employer pursuant to a salary reduction agreement and which
                  are not includible in the gross income of the Participant
                  under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or
                  457, and Employee contributions described in Code Section
                  414(h)(2) that are treated as Employer contributions.

                  For a Participant's initial year of participation,
Compensation shall be recognized as of such Employee's effective date of
participation pursuant to Section 3.3.

                  Compensation in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted under
Code Section 415(d), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or within
such calendar year and the first adjustment to the $200,000 limitation shall be
effective on January 1, 1990. For any short Plan Year the Compensation limit
shall be an amount equal to the Compensation limit for the calendar year in
which the Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12). In applying this
limitation, the family group of a Highly Compensated Participant who is subject
to the Family Member aggregation rules of Code Section 414(q)(6) because such
Participant is either a "five percent owner" of the Employer or one of the ten
(10) Highly Compensated Employees paid the greatest "415 Compensation" during
the year, shall be treated as a single Participant, except that for this purpose
Family Members shall include only the affected Participant's spouse and any
lineal descendants who have not attained age nineteen (19) before the close of
the year. If, as a result of the application of such rules the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's Compensation prior to
the application of this limitation, or the limitation shall be adjusted in
accordance with any other method permitted by Regulation.

                  In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual Compensation of
each Employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner for increases in the cost of living in
accordance with Code Section 401(a)(17)(B). The cost of living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.

                  For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Code Section 401(a)(17) shall
mean the OBRA '93 annual compensation limit set forth in this provision.

                  If Compensation for any prior determination period is taken
into account in determining an Employee's benefits accruing in the current Plan
Year, the Compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

                  If, as a result of such rules, the maximum "annual addition"
limit of Section 4.9(a) would be exceeded for one or more of the affected Family
Members, the prorated Compensation of all affected Family Members shall be
adjusted to avoid or reduce any 


                                       1
<PAGE>   11
excess. The prorated Compensation of any affected Family Member whose allocation
would exceed the limit shall be adjusted downward to the level needed to provide
an allocation equal to such limit. The prorated Compensation of affected Family
Members not affected by such limit shall then be adjusted upward on a pro rata
basis not to exceed each such affected Family Member's Compensation as
determined prior to application of the Family Member rule. The resulting
allocation shall not exceed such individual's maximum "annual addition" limit.
If, after these adjustments, an "excess amount" still results, such "excess
amount" shall be disposed of in the manner described in Section 4.10(a) pro rata
among all affected Family Members.

         0.1 "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy, or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

         0.1 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

         0.1 "Early Retirement Date." This Plan does not provide for a
retirement date prior to Normal Retirement Date.

         0.1 "Elective Contribution" means the Employer's contributions to the
Plan of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.6 shall be
considered an Elective Contribution for purposes of the Plan. Any such
contributions deemed to be Elective Contributions shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the discrimination requirements of Regulation 1.401(k)-1(b)(5), the
provisions of which are specifically incorporated herein by reference.

         0.1 "Eligible Employee" means any Employee.

                  Employees who are Leased Employees within the meaning of Code
Sections 414(n)(2) and 414(o)(2) shall not be eligible to participate in this
Plan.

                  Employees who are nonresident aliens (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning
of Code Section 911(d)(2)) from the Employer which constitutes income from
sources within the United States (within the meaning of Code Section 861(a)(3))
shall not be eligible to participate in this Plan.

                  Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have specifically
adopted this Plan in writing.

         0.1 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

         0.1 "Employer" means Cuno Incorporated and any successor which shall
maintain this Plan; and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the State of Connecticut.


                                       2
<PAGE>   12
         0.1 "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.1(b), voluntary Employee contributions made pursuant
to Section 4.12, Excess Contributions recharacterized as voluntary Employee
contributions pursuant to Section 4.6(a) and any qualified non-elective
contributions or elective deferrals taken into account pursuant to Section
4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over the
maximum amount of such contributions permitted under the limitations of Section
4.7(a).

         0.1 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of Highly Compensated
Participants for the Plan Year over the maximum amount of such contributions
permitted under Section 4.5(a). Excess Contributions, including amounts
recharacterized pursuant to Section 4.6(a)(2), shall be treated as an "annual
addition" pursuant to Section 4.9(b).

         0.1 "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 2.2 and 4.4(g), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

         0.1 "Family Member" means, with respect to an affected Participant,
such Participant's spouse and such Participant's lineal descendants and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B).

         0.1 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

         0.1 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on November 1st of each year and ending the following October 31st.

         0.1 "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                  (a) the distribution of the entire Vested portion of a
         Terminated Participant's Account, or

                  (a) the last day of the Plan Year in which the Participant
         incurs five (5) consecutive 1-Year Breaks in Service.

         Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be


                                       3
<PAGE>   13
deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(e)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

         0.1 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

         0.1 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d) and 6051(a)(3), but excluding
amounts paid or reimbursed by the Employer for moving expenses incurred by the
Employee (to the extent it is reasonable to believe such payments are deductible
by the Employee under Section 217 of the Code).

         0.1 "414(s) Compensation" with respect to any Participant means such
Participant's Elective Contributions attributable to Deferred Compensation
recharacterized as voluntary Employee contributions pursuant to Section 4.6(a)
plus "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year, except that "414(s) Compensation" shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant in the
Plan.

             For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

             "414(s) Compensation" in excess of $200,000 shall be disregarded.
Such amount shall be adjusted at the same time and in such manner as permitted
under Code Section 415(d), except that the dollar increase in effect on January
1 of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year and the first adjustment to the $200,000 limitation
shall be effective on January 1, 1990. For any short Plan Year the "414(s)
Compensation" limit shall be an amount equal to the "414(s) Compensation" limit
for the calendar year in which the Plan Year begins multiplied by the ratio
obtained by dividing the number of full months in the short Plan Year by twelve
(12). In applying this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of Code
Section 414(q)(6) because such Participant is either a "five percent owner" of
the Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year.

             In addition to other applicable limitations set forth in the Plan,
and notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual Compensation of each
Employee taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Code Section 401(a)(17)(B). The cost of living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which
Compensation is determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than 12 months, the OBRA '93
annual 


                                       4
<PAGE>   14
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

             For Plan Years beginning on or after January 1, 1994, any reference
in this Plan to the limitation under Code Section 401(a)(17) shall mean the OBRA
'93 annual compensation limit set forth in this provision.

             If Compensation for any prior determination period is taken into
account in determining an Employee's benefits accruing in the current Plan Year,
the Compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

         0.1 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

                  (a) Employees who at any time during the "determination year"
         or "look-back year" were "five percent owners" as defined in Section
         1.32(c).

                  (a) Employees who received "415 Compensation" during the
         "look-back year" from the Employer in excess of $75,000.

                  (a) Employees who received "415 Compensation" during the
         "look-back year" from the Employer in excess of $50,000 and were in the
         Top Paid Group of Employees for the Plan Year.

                  (a) Employees who during the "look-back year" were officers of
         the Employer (as that term is defined within the meaning of the
         Regulations under Code Section 416) and received "415 Compensation"
         during the "look-back year" from the Employer greater than 50 percent
         of the limit in effect under Code Section 415(b)(1)(A) for any such
         Plan Year. The number of officers shall be limited to the lesser of (i)
         50 employees; or (ii) the greater of 3 employees or 10 percent of all
         employees. For the purpose of determining the number of officers,
         Employees described in Section 1.55(a), (b), (c) and (d) shall be
         excluded, but such Employees shall still be considered for the purpose
         of identifying the particular Employees who are officers. If the
         Employer does not have at least one officer whose annual "415
         Compensation" is in excess of 50 percent of the Code Section
         415(b)(1)(A) limit, then the highest paid officer of the Employer will
         be treated as a Highly Compensated Employee.

                  (a) Employees who are in the group consisting of the 100
         Employees paid the greatest "415 Compensation" during the
         "determination year" and are also described in (b), (c) or (d) above
         when these paragraphs are modified to substitute "determination year"
         for "look-back year."

         The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period. However, if the Plan Year is a calendar year, or if another
plan of the Employer so provides, and if the Administrator so elects, then the
"look-back year" shall be the calendar year ending with or within the Plan Year
for which testing is being performed, and the "determination year" (if
applicable) shall be the period of time, if any, which extends beyond the
"look-back year" and ends on the last day of the Plan Year for which testing is
being


                                       5
<PAGE>   15
performed (the "lag period"). With respect to any such election, it shall be
applied on a uniform and consistent basis to all plans, entities, and
arrangements of the Employer.

                  For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amounts specified in (b) and (c) above shall be adjusted at
such time and in such manner as is provided in Regulations. In the case of such
an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look-back year" begins.

                  In determining who is a Highly Compensated Employee, Employees
who are non-resident aliens and who received no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer constituting United States
source income within the meaning of Code Section 861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

         0.1 "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "415 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent owner" shall be determined in accordance with Section 1.26. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees.
The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         0.1 "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         0.1 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement or payment is made.
The same Hours of Service shall not be credited both under (1) or (2), as the
case may be, and under (3).


                                       6
<PAGE>   16
                  Notwithstanding the above, (i) no more than 501 Hours of
Service are required to be credited to an 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) an hour for which an
Employee is directly or indirectly paid, or entitled to payment, on account of a
period during which no duties are performed is not required to be credited to
the Employee if such payment is made or due under a plan maintained solely for
the purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

                  For purposes of this Section, a payment shall be deemed to be
made by or due from the Employer regardless of whether such payment is made by
or due from the Employer directly, or indirectly through, among others, a trust
fund, or insurer, to which the Employer contributes or pays premiums and
regardless of whether contributions made or due to the trust fund, insurer, or
other entity are for the benefit of particular Employees or are on behalf of a
group of Employees in the aggregate.

                  An Hour of Service must be counted for the purpose of
determining a Year of Service, a year of participation for purposes of accrued
benefits, a 1-Year Break in Service, and employment commencement date (or
reemployment commencement date). In addition, Hours of Service will be credited
for employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

         0.1 "Income" means the income or losses allocable to "excess amounts"
which shall equal the allocable gain or loss for the "applicable computation
period". The income allocable to "excess amounts" for the "applicable
computation period" is determined by multiplying the income for the "applicable
computation period" by a fraction. The numerator of the fraction is the "excess
amount" for the "applicable computation period." The denominator of the fraction
is the total "account balance" attributable to "Employer contributions" as of
the end of the "applicable computation period", reduced by the gain allocable to
such total amount for the "applicable computation period" and increased by the
loss allocable to such total amount for the "applicable computation period".
This computation is herein referred to as the "fractional method". The
provisions of this Section shall be applied:

                  (a) For purposes of Section 4.2(f), by substituting:

                  (1)      "Excess Deferred Compensation" for "excess amounts";

                  (1)      "taxable year of the Participant" for "applicable
                  computation period";

                  (1)      "Deferred Compensation" for "Employer contributions";
                  and

                  (1)      "Participant's Elective Account" for "account
                  balance."

                  (a)      For purposes of Section 4.6(a), by substituting:

                  (1)      "Excess Contributions" for "excess amounts";

                  (1)      "Plan Year" for "applicable computation period";

                  (1)      "Elective Contributions" for "Employer
                  contributions"; and

                  (1)      "Participant's Elective Account" for "account
                  balance."


                                       7
<PAGE>   17
                           (a)      For purposes of Section 4.8, by
                           substituting:

                  (1)      "Excess Aggregate Contributions" for "excess
                           amounts;"

                  (1)      "Plan Year" for "applicable computation period;"

                  (1)      "Employer matching contributions made pursuant to
                  Section 4.1(b), voluntary Employee contributions made pursuant
                  to Section 4.12 and any qualified non-elective contributions
                  or elective deferrals taken into account pursuant to Section
                  4.7(c)" for "Employer contributions;" and

                  (1)      "Participant's Account and Voluntary Contribution
                  Account" for "account balance."

             Income allocable to any distribution of Excess Deferred
Compensation on or before the last day of the taxable year of the Participant
shall be calculated from the first day of the taxable year of the Participant to
the date on which the distribution is made pursuant to either the "fractional
method" or the "safe harbor method." Under such "safe harbor method," allocable
Income for such period shall be deemed to equal ten percent (10%) of the Income
allocable to such Excess Deferred Compensation multiplied by the number of
calendar months in such period. For purposes of determining the number of
calendar months in such period, a distribution occurring on or before the
fifteenth day of the month shall be treated as having been made on the last day
of the preceding month and a distribution occurring after such fifteenth day
shall be treated as having been made on the first day of the next subsequent
month.

             The Income allocable to Excess Aggregate Contributions resulting
from the recharacterization of Elective Contributions shall be determined and
distributed as if such recharacterized Elective Contributions had been
distributed as Excess Contributions.

         0.1 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

         0.1 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of his Beneficiaries) is considered a Key Employee if he, at any
time during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

                  (a) an officer of the Employer (as that term is defined within
         the meaning of the Regulations under Code Section 416) having annual
         "415 Compensation" greater than 50 percent of the amount in effect
         under Code Section 415(b)(1)(A) for any such Plan Year.

                  (a) one of the ten employees having annual "415 Compensation"
         from the Employer for a Plan Year greater than the dollar limitation in
         effect under Code Section 415(c)(1)(A) for the calendar year in which
         such Plan Year ends and owning (or considered as owning within the
         meaning of Code Section 318) both more than one-half percent interest
         and the largest interests in the Employer.


                                       8
<PAGE>   18
                  (a) a "five percent owner" of the Employer. "Five percent
         owner" means any person who owns (or is considered as owning within the
         meaning of Code Section 318) more than five percent (5%) of the
         outstanding stock of the Employer or stock possessing more than five
         percent (5%) of the total combined voting power of all stock of the
         Employer or, in the case of an unincorporated business, any person who
         owns more than five percent (5%) of the capital or profits interest in
         the Employer. In determining percentage ownership hereunder, employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers.

                  (a) a "one percent owner" of the Employer having an annual
         "415 Compensation" from the Employer of more than $150,000. "One
         percent owner" means any person who owns (or is considered as owning
         within the meaning of Code Section 318) more than one percent (1%) of
         the outstanding stock of the Employer or stock possessing more than one
         percent (1%) of the total combined voting power of all stock of the
         Employer or, in the case of an unincorporated business, any person who
         owns more than one percent (1%) of the capital or profits interest in
         the Employer. In determining percentage ownership hereunder, employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers. However, in determining
         whether an individual has "415 Compensation" of more than $150,000,
         "415 Compensation" from each employer required to be aggregated under
         Code Sections 414(b), (c), (m) and (o) shall be taken into account.

         For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

         0.1 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

         0.1 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

                  (a) if such employee is covered by a money purchase pension
         plan providing:

                  (1) a non-integrated employer contribution rate of at least
                  10% of compensation, as defined in Code Section 415(c)(3), but
                  including amounts which are contributed by the Employer
                  pursuant to a salary reduction agreement and which are not
                  includible in the gross income of the Participant under Code
                  Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457, and
                  Employee contributions described in Code Section 414(h)(2)
                  that are treated as Employer contributions.


                                       9
<PAGE>   19
                  (1) immediate participation; and

                  (1) full and immediate vesting; and

                  (a) if Leased Employees do not constitute more than 20% of the
         recipient's non-highly compensated work force.

         0.1 "Non-Elective Contribution" means the Employer's contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution.

         0.1 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

         0.1 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

         0.1 "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

         0.1 "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

         0.1 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

             "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

             A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

         0.1 "Participant" means any Eligible Employee who participates in the
Plan as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.


                                       10
<PAGE>   20
         0.1 "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Non-Elective
Contributions.

         0.1 "Participant's Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         0.1 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.

         0.1 "Plan" means this instrument, including all amendments thereto.

             "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st,
except for the first Plan Year which commenced September 10th.

         0.1 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.6. Such
contributions shall be considered an Elective Contribution for the purposes of
the Plan and used to satisfy the "Actual Deferral Percentage" tests.

             In addition, the Employer's contributions to the Plan that are made
pursuant to Section 4.8(h) which are used to satisfy the "Actual Contribution
Percentage" tests shall be considered Qualified Non-Elective Contributions and
be subject to the provisions of Sections 4.2(b) and 4.2(c).

         0.1 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

         0.1 "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         0.1 "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

         0.1 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

         0.1 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

         0.1 "Top Heavy Plan" means a plan described in Section 2.2(a).

         0.1 "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

         0.1 "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked according
to the amount of "415 Compensation" (determined for this purpose in accordance
with Section 1.26) received from the Employer during such year. All Affiliated
Employers shall be taken into account as 


                                       11
<PAGE>   21
a single employer, and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, for the purpose of determining the number of active
Employees in any year, the following additional Employees shall also be
excluded; however, such Employees shall still be considered for the purpose of
identifying the particular Employees in the Top Paid Group:

                  (a) Employees with less than six (6) months of service;

                  (a) Employees who normally work less than 17 1/2 hours per
              week;

                  (a) Employees who normally work less than six (6) months
              during a year; and

                  (a) Employees who have not yet attained age 21.

              In addition, if 90 percent or more of the Employees of the
Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification of
particular Employees in the Top Paid Group.

              The foregoing exclusions set forth in this Section shall be
applied on a uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable.

         0.1 "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing his usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

         0.1 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

         0.1 "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

         0.1 "Vested" means the nonforfeitable portion of any account maintained
on behalf of a Participant.

         0.1 "Voluntary Contribution Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Section 4.12.

              Amounts recharacterized as voluntary Employee contributions
pursuant to Section 4.6(a) shall remain subject to the limitations of Sections
4.2(b) and 4.2(c). Therefore, a separate accounting shall be maintained with
respect to that portion of the 


                                       12
<PAGE>   22
Voluntary Contribution Account attributable to voluntary Employee contributions
made pursuant to Section 4.12.

         0.1 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

              For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service. The participation computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service. The participation computation period
shall shift to the Plan Year which includes the anniversary of the date on which
the Employee first performed an Hour of Service. An Employee who is credited
with the required Hours of Service in both the initial computation period (or
the computation period beginning after a 1-Year Break in Service) and the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service, shall be credited with two (2) Years of Service
for purposes of eligibility to participate.

              For vesting purposes, the computation period shall be the Plan
Year, including periods prior to the Effective Date of the Plan.

              For all other purposes, the computation period shall be the Plan
Year.

              Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

              Years of Service with AMF, Inc. and Commercial Intertech shall be
recognized.

              Years of Service with any Affiliated Employer shall be recognized.

                                    ARTICLE I
                          TOP HEAVY AND ADMINISTRATION

2.1 TOP HEAVY PLAN REQUIREMENTS

              For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

2.2 DETERMINATION OF TOP HEAVY STATUS

                    (a) This Plan shall be a Top Heavy Plan for any Plan Year in
               which, as of the Determination Date, (1) the Present Value of
               Accrued Benefits of Key Employees and (2) the sum of the
               Aggregate Accounts of Key Employees under this Plan and all plans
               of an Aggregation Group, exceeds sixty percent (60%) of the
               Present Value of Accrued Benefits and the Aggregate Accounts of
               all Key and Non-Key Employees under this Plan and all plans of an
               Aggregation Group.

                    If any Participant is a Non-Key Employee for any Plan Year,
               but such Participant was a Key Employee for any prior Plan Year,
               such Participant's Present Value of Accrued Benefit and/or
               Aggregate Account 


                                       13
<PAGE>   23
               balance shall not be taken into account for purposes of
               determining whether this Plan is a Top Heavy or Super Top Heavy
               Plan (or whether any Aggregation Group which includes this Plan
               is a Top Heavy Group). In addition, if a Participant or Former
               Participant has not performed any services for any Employer
               maintaining the Plan at any time during the five year period
               ending on the Determination Date, any accrued benefit for such
               Participant or Former Participant shall not be taken into account
               for the purposes of determining whether this Plan is a Top Heavy
               or Super Top Heavy Plan.

                    (a) This Plan shall be a Super Top Heavy Plan for any Plan
               Year in which, as of the Determination Date, (1) the Present
               Value of Accrued Benefits of Key Employees and (2) the sum of the
               Aggregate Accounts of Key Employees under this Plan and all plans
               of an Aggregation Group, exceeds ninety percent (90%) of the
               Present Value of Accrued Benefits and the Aggregate Accounts of
               all Key and Non-Key Employees under this Plan and all plans of an
               Aggregation Group.

                    (a) Aggregate Account: A Participant's Aggregate Account as
               of the Determination Date is the sum of:

                    (1) his Participant's Combined Account balance as of the
                    most recent valuation occurring within a twelve (12) month
                    period ending on the Determination Date;

                    (1) an adjustment for any contributions due as of the
                    Determination Date. Such adjustment shall be the amount of
                    any contributions actually made after the valuation date but
                    due on or before the Determination Date, except for the
                    first Plan Year when such adjustment shall also reflect the
                    amount of any contributions made after the Determination
                    Date that are allocated as of a date in that first Plan
                    Year.

                    (1) any Plan distributions made within the Plan Year that
                    includes the Determination Date or within the four (4)
                    preceding Plan Years. However, in the case of distributions
                    made after the valuation date and prior to the Determination
                    Date, such distributions are not included as distributions
                    for top heavy purposes to the extent that such distributions
                    are already included in the Participant's Aggregate Account
                    balance as of the valuation date. Notwithstanding anything
                    herein to the contrary, all distributions, including
                    distributions made prior to January 1, 1984, and
                    distributions under a terminated plan which if it had not
                    been terminated would have been required to be included in
                    an Aggregation Group, will be counted. Further,
                    distributions from the Plan (including the cash value of
                    life insurance policies) of a Participant's account balance
                    because of death shall be treated as a distribution for the
                    purposes of this paragraph.

                    (1) any Employee contributions, whether voluntary or
                    mandatory. However, amounts attributable to tax deductible
                    qualified voluntary employee contributions shall not be
                    considered to be a part of the Participant's Aggregate
                    Account balance.

                    (1) with respect to unrelated rollovers and plan-to-plan
                    transfers (ones which are both initiated by the Employee and
                    made from a plan maintained by one employer to a plan
                    maintained by another 


                                       14
<PAGE>   24
                    employer), if this Plan provides the rollovers or
                    plan-to-plan transfers, it shall always consider such
                    rollovers or plan-to-plan transfers as a distribution for
                    the purposes of this Section. If this Plan is the plan
                    accepting such rollovers or plan-to-plan transfers, it shall
                    not consider such rollovers or plan-to-plan transfers as
                    part of the Participant's Aggregate Account balance.

                    (1) with respect to related rollovers and plan-to-plan
                    transfers (ones either not initiated by the Employee or made
                    to a plan maintained by the same employer), if this Plan
                    provides the rollover or plan-to-plan transfer, it shall not
                    be counted as a distribution for purposes of this Section.
                    If this Plan is the plan accepting such rollover or
                    plan-to-plan transfer, it shall consider such rollover or
                    plan-to-plan transfer as part of the Participant's Aggregate
                    Account balance, irrespective of the date on which such
                    rollover or plan-to-plan transfer is accepted.

                    (1) For the purposes of determining whether two employers
                    are to be treated as the same employer in (5) and (6) above,
                    all employers aggregated under Code Section 414(b), (c), (m)
                    and (o) are treated as the same employer.

                    (a) "Aggregation Group" means either a Required Aggregation
               Group or a Permissive Aggregation Group as hereinafter
               determined.

                    (1) Required Aggregation Group: In determining a Required
                    Aggregation Group hereunder, each plan of the Employer in
                    which a Key Employee is a participant in the Plan Year
                    containing the Determination Date or any of the four
                    preceding Plan Years, and each other plan of the Employer
                    which enables any plan in which a Key Employee participates
                    to meet the requirements of Code Sections 401(a)(4) or 410,
                    will be required to be aggregated. Such group shall be known
                    as a Required Aggregation Group.

                    In the case of a Required Aggregation Group, each plan in
                    the group will be considered a Top Heavy Plan if the
                    Required Aggregation Group is a Top Heavy Group. No plan in
                    the Required Aggregation Group will be considered a Top
                    Heavy Plan if the Required Aggregation Group is not a Top
                    Heavy Group.

                    (1) Permissive Aggregation Group: The Employer may also
                    include any other plan not required to be included in the
                    Required Aggregation Group, provided the resulting group,
                    taken as a whole, would continue to satisfy the provisions
                    of Code Sections 401(a)(4) and 410. Such group shall be
                    known as a Permissive Aggregation Group.

                    In the case of a Permissive Aggregation Group, only a plan
                    that is part of the Required Aggregation Group will be
                    considered a Top Heavy Plan if the Permissive Aggregation
                    Group is a Top Heavy Group. No plan in the Permissive
                    Aggregation Group will be considered a Top Heavy Plan if the
                    Permissive Aggregation Group is not a Top Heavy Group.


                                       15
<PAGE>   25
                    (1) Only those plans of the Employer in which the
                    Determination Dates fall within the same calendar year shall
                    be aggregated in order to determine whether such plans are
                    Top Heavy Plans.

                    (1) An Aggregation Group shall include any terminated plan
                    of the Employer if it was maintained within the last five
                    (5) years ending on the Determination Date.

                    (a) "Determination Date" means (a) the last day of the
               preceding Plan Year, or (b) in the case of the first Plan Year,
               the last day of such Plan Year. 

                    (a) Present Value of Accrued Benefit: In the case of a
               defined benefit plan, the Present Value of Accrued Benefit for a
               Participant other than a Key Employee, shall be as determined
               using the single accrual method used for all plans of the
               Employer and Affiliated Employers, or if no such single method
               exists, using a method which results in benefits accruing not
               more rapidly than the slowest accrual rate permitted under Code
               Section 411(b)(1)(C). The determination of the Present Value of
               Accrued Benefit shall be determined as of the most recent
               valuation date that falls within or ends with the 12-month period
               ending on the Determination Date except as provided in Code
               Section 416 and the Regulations thereunder for the first and
               second plan years of a defined benefit plan.

                    (a) "Top Heavy Group" means an Aggregation Group in which,
               as of the Determination Date, the sum of:

                    (1) the Present Value of Accrued Benefits of Key Employees
                    under all defined benefit plans included in the group, and

                    (1) the Aggregate Accounts of Key Employees under all
                    defined contribution plans included in the group,

                         exceeds sixty percent (60%) of a similar sum determined
               for all Participants.

2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                    (a) The Employer shall be empowered to appoint and remove
               the Trustee and the Administrator from time to time as it deems
               necessary for the proper administration of the Plan to assure
               that the Plan is being operated for the exclusive benefit of the
               Participants and their Beneficiaries in accordance with the terms
               of the Plan, the Code, and the Act.

                    (a) The Employer shall establish a "funding policy and
               method," i.e., it shall determine whether the Plan has a short
               run need for liquidity (e.g., to pay benefits) or whether
               liquidity is a long run goal and investment growth (and stability
               of same) is a more current need, or shall appoint a qualified
               person to do so. The Employer or its delegate shall communicate
               such needs and goals to the Trustee, who shall coordinate such
               Plan needs with its investment policy. The communication of such
               a "funding policy and method" shall not, however, constitute a
               directive to the Trustee as to investment of the Trust Funds.
               Such "funding policy and method" shall be consistent with the
               objectives of this Plan and with the requirements of Title I of
               the Act.


                                       16
<PAGE>   26
                    (a) The Employer shall periodically review the performance
               of any Fiduciary or other person to whom duties have been
               delegated or allocated by it under the provisions of this Plan or
               pursuant to procedures established hereunder. This requirement
               may be satisfied by formal periodic review by the Employer or by
               a qualified person specifically designated by the Employer,
               through day-to-day conduct and evaluation, or through other
               appropriate ways.

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY

              The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering his written resignation to the Employer or be removed by
the Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.

              The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Employer will function as the
Administrator.

2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

              If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators shall notify the Employer
and the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

              In the event that the Employer functions as the Administrator
pursuant to Section 2.4, the Employer or the Trustee may appoint an "Advisory
Committee", which may assist the Administrator with its powers and duties
outlined in Section 2.6 of this Plan.

2.6 POWERS AND DUTIES OF THE ADMINISTRATOR

              The primary responsibility of the Administrator is to administer
the Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations issued pursuant thereto. The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.


                                       17
<PAGE>   27
              The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

                    (a) the discretion to determine all questions relating to
               the eligibility of Employees to participate or remain a
               Participant hereunder and to receive benefits under the Plan;

                    (a) to compute, certify, and direct the Trustee with respect
               to the amount and the kind of benefits to which any Participant
               shall be entitled hereunder;

                    (a) to authorize and direct the Trustee with respect to all
               nondiscretionary or otherwise directed disbursements from the
               Trust;

                    (a) to maintain all necessary records for the administration
               of the Plan;

                    (a) to interpret the provisions of the Plan and to make and
               publish such rules for regulation of the Plan as are consistent
               with the terms hereof;

                    (a) to determine the size and type of any Contract to be
               purchased from any insurer, and to designate the insurer from
               which such Contract shall be purchased;

                    (a) to compute and certify to the Employer and to the
               Trustee from time to time the sums of money necessary or
               desirable to be contributed to the Plan;

                    (a) to consult with the Employer and the Trustee regarding
               the short and long-term liquidity needs of the Plan in order that
               the Trustee can exercise any investment discretion in a manner
               designed to accomplish specific objectives;

                    (a) to prepare and implement a procedure to notify Eligible
               Employees that they may elect to have a portion of their
               Compensation deferred or paid to them in cash;

                    (a) to assist any Participant regarding his rights,
               benefits, or elections available under the Plan.

2.7 RECORDS AND REPORTS

              The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.8 APPOINTMENT OF ADVISERS

              The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers (including an
"Advisory Committee"), and other persons as the Administrator or the Trustee
deems necessary or desirable in connection with the administration of this Plan.

2.9 INFORMATION FROM EMPLOYER


                                       18
<PAGE>   28
              To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service, their
Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require; and
the Administrator shall advise the Trustee of such of the foregoing facts as may
be pertinent to the Trustee's duties under the Plan. The Administrator may rely
upon such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

2.10 PAYMENT OF EXPENSES

              All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred.

2.11 MAJORITY ACTIONS

              Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

2.12 CLAIMS PROCEDURE

              Claims for benefits under the Plan may be filed in writing with
the Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed. In the
event the claim is denied, the reasons for the denial shall be specifically set
forth in the notice in language calculated to be understood by the claimant,
pertinent provisions of the Plan shall be cited, and, where appropriate, an
explanation as to how the claimant can perfect the claim will be provided. In
addition, the claimant shall be furnished with an explanation of the Plan's
claims review procedure.

2.13 CLAIMS REVIEW PROCEDURE

              Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section
2.12 shall be entitled to request the Administrator to give further
consideration to his claim by filing with the Administrator (on a form which may
be obtained from the Administrator) a request for a hearing. Such request,
together with a written statement of the reasons why the claimant believes his
claim should be allowed, shall be filed with the Administrator no later than 60
days after receipt of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an 


                                       19
<PAGE>   29
extension of 60 days due to special circumstances, provided the delay and the
special circumstances occasioning it are communicated to the claimant within the
60 day period). Such communication shall be written in a manner calculated to be
understood by the claimant and shall include specific reasons for the decision
and specific references to the pertinent Plan provisions on which the decision
is based.

                                    ARTICLE I
                                   ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

              Any Eligible Employee who has completed one (1) Year of Service
and has attained age 18 shall be eligible to participate hereunder as of the
date he has satisfied such requirements. However, any Employee who had satisfied
the eligibility requirements for participation in the Commercial Intertech
Retirement Stock Ownership and Savings Plan on September 10, 1996, shall become
a Participant in this Plan as of the Effective Date of the Plan.

3.2 APPLICATION FOR PARTICIPATION

              In order to become a Participant hereunder, each Eligible Employee
shall make application to the Employer for participation in the Plan and agree
to the terms hereof. Upon the acceptance of any benefits under this Plan, such
Employee shall automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

3.3 EFFECTIVE DATE OF PARTICIPATION

              Any Employee who had satisfied the eligibility requirements for
participation in the Commercial Intertech Retirement Stock Ownership and Savings
Plan will become a Participant as soon as administratively feasible following
receipt of their enrollment elections, if such elections are received during the
period beginning September 10, 1996 and ending December 20, 1996. Any other
Eligible Employee shall become a Participant effective as of the earlier of the
first day of the Plan Year or the first day of the seventh month of such Plan
Year ("Entry Date") coinciding with or next following the date such Employee met
the eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred). A terminated Employee
(who had not become a Participant prior to his termination) who is reemployed by
the Employer after he incurs a 1-Year Break in Service shall become a
Participant on the first Entry Date on or after which he satisfies the Plan's
eligibility requirements of Section 3.1, counting his Years of Service prior to
his reemployment, unless his consecutive 1-Year Breaks in Service equal or
exceed the greater of (A) five (5), or (B) the aggregate number of his pre-break
Years of Service, in which case he shall be treated as a new Employee for
purposes of participation.

              Any Eligible Employee who terminates employment with the Employer
prior to satisfying the Plan's eligibility requirements of Section 3.1, shall
become a Participant pursuant to this Section 3.3 only after he has satisfied
the eligibility requirements of Section 3.1 after his date of reemployment with
the Employer.

              In the event an Employee who is not a member of an eligible class
of Employees becomes a member of an eligible class, such Employee will
participate immediately if such Employee has satisfied the minimum age and
service requirements and would have otherwise previously become a Participant.

3.4 DETERMINATION OF ELIGIBILITY

                                       20
<PAGE>   30
              The Administrator shall determine the eligibility of each Employee
for participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.13.

3.5 TERMINATION OF ELIGIBILITY

                    (a) In the event a Participant shall go from a
               classification of an Eligible Employee to an ineligible Employee,
               such Former Participant shall continue to vest in his interest in
               the Plan for each Year of Service completed while a noneligible
               Employee, until such time as his Participant's Account shall be
               forfeited or distributed pursuant to the terms of the Plan.
               Additionally, his interest in the Plan shall continue to share in
               the earnings of the Trust Fund.

                    (a) In the event a Participant is no longer a member of an
               eligible class of Employees and becomes ineligible to participate
               but has not incurred a 1-Year Break in Service, such Employee
               will participate immediately upon returning to an eligible class
               of Employees. If such Participant incurs a 1-Year Break in
               Service, eligibility will be determined under the break in
               service rules of the Plan.

3.6 OMISSION OF ELIGIBLE EMPLOYEE

              If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

3.7 INCLUSION OF INELIGIBLE EMPLOYEE

              If, in any Plan Year, any person who should not have been included
as a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

                                    ARTICLE I
                           CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

               For each Plan Year, the Employer shall contribute to the Plan:

                    (a) The amount of the total salary reduction elections of
               all Participants made pursuant to Section 4.2(a), which amount
               shall be deemed an Employer's Elective Contribution.


                                       21
<PAGE>   31
                        (a) On behalf of each Participant who is eligible to
               share in matching contributions for the Plan Year, a
               discretionary matching contribution equal to a percentage of each
               such Participant's Deferred Compensation, the exact percentage to
               be determined each year by the Employer, which amount shall be
               deemed an Employer's Non-Elective Contribution. Such matching
               contribution shall be made in the form of "Employer Stock". For
               purposes of this Plan, "Employer Stock" shall mean shares of any
               class of common stock issued by the Employer.

                            Except, however, in applying the matching percentage
               specified above, only salary reductions up to 6% of Compensation
               shall be considered.

                        Notwithstanding the foregoing, for the Plan Year
               beginning September 10, 1996 and ending December 31, 1996, salary
               reductions up to 8% of Compensation shall be considered in
               applying the matching percentage specified above.

                    (a) Notwithstanding the foregoing, however, the Employer's
               contributions for any Plan Year shall not exceed the maximum
               amount allowable as a deduction to the Employer under the
               provisions of Code Section 404. All contributions by the Employer
               shall be made in cash or in such property as is acceptable to the
               Trustee.

                    (a) Except, however, to the extent necessary to provide the
               top heavy minimum allocations, the Employer shall make a
               contribution even if it exceeds the amount which is deductible
               under Code Section 404.

               4.2 PARTICIPANT'S SALARY REDUCTION ELECTION

                        (a) Each Participant may elect to defer from 1% to 15%
               (in whole percentages) of his Compensation which would have been
               received in the Plan Year, but for the deferral election. A
               deferral election (or modification of an earlier election) may
               not be made with respect to Compensation which is currently
               available on or before the date the Participant executed such
               election or, if later, the latest of the date the Employer adopts
               this cash or deferred arrangement, or the date such arrangement
               first became effective.

                        The amount by which Compensation is reduced shall be
               that Participant's Deferred Compensation and be treated as an
               Employer Elective Contribution and allocated to that
               Participant's Elective Account.

                    (a) The balance in each Participant's Elective Account shall
               be fully Vested at all times and shall not be subject to
               Forfeiture for any reason.

                    (a) Amounts held in the Participant's Elective Account may
               not be distributable earlier than:

                    (1) a Participant's termination of employment, Total and
                    Permanent Disability, or death;

                    (1) a Participant's attainment of age 59 1/2;


                                       22
<PAGE>   32
                    (1) the termination of the Plan without the establishment or
                    existence of a "successor plan," as that term is described
                    in Regulation 1.401(k)-1(d)(3);

                    (1) the date of disposition by the Employer to an entity
                    that is not an Affiliated Employer of substantially all of
                    the assets (within the meaning of Code Section 409(d)(2))
                    used in a trade or business of such corporation if such
                    corporation continues to maintain this Plan after the
                    disposition with respect to a Participant who continues
                    employment with the corporation acquiring such assets;

                    (1) the date of disposition by the Employer or an Affiliated
                    Employer who maintains the Plan of its interest in a
                    subsidiary (within the meaning of Code Section 409(d)(3)) to
                    an entity which is not an Affiliated Employer but only with
                    respect to a Participant who continues employment with such
                    subsidiary; or

                    (1) the proven financial hardship of a Participant, subject
                    to the limitations of Section 6.11.

                    (a) For each Plan Year, a Participant's Deferred
               Compensation made under this Plan and all other plans, contracts
               or arrangements of the Employer maintaining this Plan shall not
               exceed, during any taxable year of the Participant, the
               limitation imposed by Code Section 402(g), as in effect at the
               beginning of such taxable year. If such dollar limitation is
               exceeded, a Participant will be deemed to have notified the
               Administrator of such excess amount which shall be distributed in
               a manner consistent with Section 4.2(f). The dollar limitation
               shall be adjusted annually pursuant to the method provided in
               Code Section 415(d) in accordance with Regulations.

                    (a) In the event a Participant has received a hardship
               distribution from his Participant's Elective Account pursuant to
               Section 6.11 or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B)
               from any other plan maintained by the Employer, then such
               Participant shall not be permitted to elect to have Deferred
               Compensation contributed to the Plan on his behalf for a period
               of twelve (12) months following the receipt of the distribution.
               Furthermore, the dollar limitation under Code Section 402(g)
               shall be reduced, with respect to the Participant's taxable year
               following the taxable year in which the hardship distribution was
               made, by the amount of such Participant's Deferred Compensation,
               if any, pursuant to this Plan (and any other plan maintained by
               the Employer) for the taxable year of the hardship distribution.

                    (a) If a Participant's Deferred Compensation under this Plan
               together with any elective deferrals (as defined in Regulation
               1.402(g)-1(b)) under another qualified cash or deferred
               arrangement (as defined in Code Section 401(k)), a simplified
               employee pension (as defined in Code Section 408(k)), a salary
               reduction arrangement (within the meaning of Code Section
               3121(a)(5)(D)), a deferred compensation plan under Code Section
               457, or a trust described in Code Section 501(c)(18) cumulatively
               exceed the limitation imposed by Code Section 402(g) (as adjusted
               annually in accordance with the method provided in Code Section
               415(d) pursuant to Regulations) for such Participant's taxable
               year, the Participant may, not later than March 1 following the
               close of the Participant's taxable year, notify the Administrator
               in writing of such excess and request that his Deferred
               Compensation under this Plan be reduced by an amount specified by
               the 


                                       23
<PAGE>   33
               Participant. In such event, the Administrator may direct the
               Trustee to distribute such excess amount (and any Income
               allocable to such excess amount) to the Participant not later
               than the first April 15th following the close of the
               Participant's taxable year. Any distribution of less than the
               entire amount of Excess Deferred Compensation and Income shall be
               treated as a pro rata distribution of Excess Deferred
               Compensation and Income. The amount distributed shall not exceed
               the Participant's Deferred Compensation under the Plan for the
               taxable year. Any distribution on or before the last day of the
               Participant's taxable year must satisfy each of the following
               conditions:

                    (1) the distribution must be made after the date on which
                    the Plan received the Excess Deferred Compensation;

                    (1) the Participant shall designate the distribution as
                    Excess Deferred Compensation; and

                    (1) the Plan must designate the distribution as a
                    distribution of Excess Deferred Compensation.

                        Any distribution made pursuant to this Section 4.2(f)
               shall be made first from unmatched Deferred Compensation and,
               thereafter, from Deferred Compensation which is matched. Matching
               contributions which relate to such Deferred Compensation shall be
               forfeited.

                    (a) Notwithstanding Section 4.2(f) above, a Participant's
               Excess Deferred Compensation shall be reduced, but not below
               zero, by any distribution and/or recharacterization of Excess
               Contributions pursuant to Section 4.6(a) for the Plan Year
               beginning with or within the taxable year of the Participant.

                    (a) At Normal Retirement Date, or such other date when the
               Participant shall be entitled to receive benefits, the fair
               market value of the Participant's Elective Account shall be used
               to provide additional benefits to the Participant or his
               Beneficiary.

                    (a) All amounts allocated to a Participant's Elective
               Account may be treated as a Directed Investment Account pursuant
               to Section 4.13.

                        (a) Employer Elective Contributions made pursuant to
               this Section may be segregated into a separate account for each
               Participant in a federally insured savings account, certificate
               of deposit in a bank or savings and loan association, money
               market mutual fund, or other short-term debt security acceptable
               to the Trustee until such time as the allocations pursuant to
               Section 4.4 have been made.

                    (a) The Employer and the Administrator shall implement the
               salary reduction elections provided for herein in accordance with
               the following:

                        (1) A Participant may commence making elective deferrals
               to the Plan only after first satisfying the eligibility and
               participation requirements specified in Article III. However, the
               Participant must make his initial salary deferral election within
               a reasonable time after entering the Plan pursuant to Section
               3.3. If the Participant fails to make an initial salary deferral
               election, then such 


                                       24
<PAGE>   34
               Participant may thereafter make an election in accordance with
               the rules governing modifications. The Participant shall make
               such an election by entering into a written salary reduction
               agreement with the Employer and filing such agreement with the
               Administrator. Such election shall initially be effective
               beginning with the pay period following the acceptance of the
               salary reduction agreement by the Administrator, shall not have
               retroactive effect and shall remain in force until revoked.

               (1) A Participant may modify a prior election during the Plan
               Year and concurrently make a new election by filing a written
               notice with the Administrator within a reasonable time before the
               pay period for which such modification is to be effective.
               However, modifications to a salary deferral election shall only
               be permitted semi-annually, during election periods established
               by the Administrator prior to the first day of a Plan Year and
               the first day of the seventh month of a Plan Year. Any
               modification shall not have retroactive effect and shall remain
               in force until revoked.

                        (1) A Participant may elect to prospectively revoke his
               salary reduction agreement in its entirety at any time during the
               Plan Year by providing the Administrator with thirty (30) days
               written notice of such revocation (or upon such shorter notice
               period as may be acceptable to the Administrator). Such
               revocation shall become effective as of the beginning of the
               first pay period coincident with or next following the expiration
               of the notice period. Furthermore, the termination of the
               Participant's employment, or the cessation of participation for
               any reason, shall be deemed to revoke any salary reduction
               agreement then in effect, effective immediately following the
               close of the pay period within which such termination or
               cessation occurs. A Participant who revokes his salary reduction
               agreement may not elect to make another salary reduction
               agreement hereunder until the next Entry Date (as defined in
               Section 3.3) following the date of revocation.

                    In lieu of the above requirements of written salary
         reduction agreements, and written modifications and revocations
         thereto, the Administrator may authorize use of an "automated response
         unit" which generates written acknowledgements of transactions, under
         procedures established by the Administrator.

4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

         The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including extensions
of time, for the filing of the Employer's federal income tax return for the
Fiscal Year.

         However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general assets,
but in any event within ninety (90) days (effective February 3, 1997, no later
than the fifteenth (15th) business day of the month following the month) from
the date on which such amounts would otherwise have been payable to the
Participant in cash. The provisions of Department of Labor regulations
2510.3-102 are incorporated herein by reference. Furthermore, any additional
Employer contributions which are allocable to the Participant's Elective Account
for a Plan 


                                       25
<PAGE>   35
Year shall be paid to the Plan no later than the twelve-month period immediately
following the close of such Plan Year.

4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS

               (a) The Administrator shall establish and maintain an account in
          the name of each Participant to which the Administrator shall credit
          as of each Anniversary Date all amounts allocated to each such
          Participant as set forth herein.

               (a) The Employer shall provide the Administrator with all
          information required by the Administrator to make a proper allocation
          of the Employer's contributions for each Plan Year. Within a
          reasonable period of time after the date of receipt by the
          Administrator of such information, the Administrator shall allocate
          such contribution as follows:

               (1) With respect to the Employer's Elective Contribution made
               pursuant to Section 4.1(a), to each Participant's Elective
               Account in an amount equal to each such Participant's Deferred
               Compensation for the year.

               (1) With respect to the Employer's Non-Elective Contribution made
               pursuant to Section 4.1(b), to each Participant's Account in
               accordance with Section 4.1(b).

               Any Participant actively employed during the Plan Year shall be
               eligible to share in the matching contribution for the Plan Year.

               (a) As of each Anniversary Date any amounts which became
          Forfeitures since the last Anniversary Date shall first be made
          available to reinstate previously forfeited account balances of Former
          Participants, if any, in accordance with Section 6.4(e)(2). The
          remaining Forfeitures, if any, shall be used to reduce the
          contribution of the Employer hereunder for the Plan Year in which such
          Forfeitures occur.

               (a) For any Top Heavy Plan Year, Employees not otherwise eligible
          to share in the allocation of contributions as provided above, shall
          receive the minimum allocation provided for in Section 4.4(g) if
          eligible pursuant to the provisions of Section 4.4(j).

               (a) Notwithstanding the foregoing, Participants who are not
          actively employed on the last day of the Plan Year due to Retirement
          (Normal or Late), Total and Permanent Disability or death shall share
          in the allocation of contributions for that Plan Year.

               (a) As of each Anniversary Date or other valuation date, before
          the current valuation period allocation of Employer contributions and
          after allocation of Forfeitures, any earnings or losses (net
          appreciation or net depreciation) of the Trust Fund shall be allocated
          in the same proportion that each Participant's and Former
          Participant's nonsegregated accounts bear to the total of all
          Participants' and Former Participants' nonsegregated accounts as of
          such date.

                    Participants' transfers from other qualified plans and
          voluntary contributions deposited in the general Trust Fund shall
          share in 



                                       26
<PAGE>   36
          any earnings and losses (net appreciation or net depreciation) of the
          Trust Fund in the same manner provided above.

               (a) Minimum Allocations Required for Top Heavy Plan Years:
          Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
          the Employer's contributions allocated to the Participant's Combined
          Account of each Employee shall be equal to at least three percent (3%)
          of such Employee's "415 Compensation" (reduced by contributions and
          forfeitures, if any, allocated to each Employee in any defined
          contribution plan included with this plan in a Required Aggregation
          Group). However, if (1) the sum of the Employer's contributions
          allocated to the Participant's Combined Account of each Key Employee
          for such Top Heavy Plan Year is less than three percent (3%) of each
          Key Employee's "415 Compensation" and (2) this Plan is not required to
          be included in an Aggregation Group to enable a defined benefit plan
          to meet the requirements of Code Section 401(a)(4) or 410, the sum of
          the Employer's contributions allocated to the Participant's Combined
          Account of each Employee shall be equal to the largest percentage
          allocated to the Participant's Combined Account of any Key Employee.
          However, in determining whether a Non-Key Employee has received the
          required minimum allocation, such Non-Key Employee's Deferred
          Compensation and matching contributions needed to satisfy the "Actual
          Contribution Percentage" tests pursuant to Section 4.7(a) shall not be
          taken into account.

                    However, no such minimum allocation shall be required in
          this Plan for any Employee who participates in another defined
          contribution plan subject to Code Section 412 providing such benefits
          included with this Plan in a Required Aggregation Group.

               (a) For any Plan Year when (1) the Plan is a Top Heavy Plan but
          not a Super Top Heavy Plan and (2) a Key Employee is a Participant in
          both this Plan and a defined benefit plan included in a Required
          Aggregation Group which is top heavy, the extra minimum allocation
          (required by Section 4.9(m) to provide higher limitations) shall be
          provided for each Employee who is a Participant only in this Plan by
          substituting four percent (4%) for three percent (3%) in the paragraph
          above.

               (a) For purposes of the minimum allocations set forth above, the
          percentage allocated to the Participant's Combined Account of any Key
          Employee shall be equal to the ratio of the sum of the Employer's
          contributions allocated on behalf of such Key Employee divided by the
          "415 Compensation" for such Key Employee.

               (a) For any Top Heavy Plan Year, the minimum allocations set
          forth above shall be allocated to the Participant's Combined Account
          of all Employees who are Participants and who are employed by the
          Employer on the last day of the Plan Year, including Employees who
          have (1) failed to complete a Year of Service; and (2) declined to
          make mandatory contributions (if required) or, in the case of a cash
          or deferred arrangement, elective contributions to the Plan.

               (a) In lieu of the above, in any Plan Year in which an Employee
          is a Participant in both this Plan and a defined benefit pension plan
          included in a Required Aggregation Group which is top heavy, the
          Employer shall not be required to provide such Employee with both the
          full separate defined 


                                       27
<PAGE>   37
                  benefit plan minimum benefit and the full separate defined
                  contribution plan minimum allocation.

                                    Therefore, for any Plan Year when (1) the
                  Plan is a Top Heavy Plan but not a Super Top Heavy Plan, and
                  (2) a Key Employee is a Participant in both this Plan and a
                  defined benefit plan included in a Required Aggregation Group
                  which is top heavy, an Employee who is participating in this
                  Plan and a defined benefit plan maintained by the Employer
                  shall receive a minimum monthly accrued benefit in the defined
                  benefit plan equal to the product of (1) one-twelfth (1/12th)
                  of "415 Compensation" averaged over the five (5) consecutive
                  "limitation years" (or actual "limitation years," if less)
                  which produce the highest average and (2) the lesser of (i)
                  three percent (3%) multiplied by years of service when the
                  plan is top heavy or (ii) thirty percent (30%). Further, the
                  extra minimum allocation (required by Section 4.9(m) to
                  provide higher limitations) shall be provided.

                                    Except, however, in the event this Plan is a
                  Super Top Heavy Plan, the three percent (3%) minimum accrual
                  shall be reduced to two percent (2%) and 20% shall be
                  substituted for 30% in the paragraph above.

                           (a) For the purposes of this Section, "415
                  Compensation" shall be limited to $200,000. Such amount shall
                  be adjusted at the same time and in the same manner as
                  permitted under Code Section 415(d), except that the dollar
                  increase in effect on January 1 of any calendar year shall be
                  effective for the Plan Year beginning with or within such
                  calendar year and the first adjustment to the $200,000
                  limitation shall be effective on January 1, 1990. For any
                  short Plan Year the "415 Compensation" limit shall be an
                  amount equal to the "415 Compensation" limit for the calendar
                  year in which the Plan Year begins multiplied by the ratio
                  obtained by dividing the number of full months in the short
                  Plan Year by twelve (12).

                                    In addition to other applicable limitations
                  set forth in the Plan, and notwithstanding any other provision
                  of the Plan to the contrary, for Plan Years beginning on or
                  after January 1, 1994, the annual Compensation of each
                  Employee taken into account under the Plan shall not exceed
                  the OBRA '93 annual compensation limit. The OBRA '93 annual
                  compensation limit is $150,000, as adjusted by the
                  Commissioner for increases in the cost of living in accordance
                  with Code Section 401(a)(17)(B). The cost of living adjustment
                  in effect for a calendar year applies to any period, not
                  exceeding 12 months, over which Compensation is determined
                  (determination period) beginning in such calendar year. If a
                  determination period consists of fewer than 12 months, the
                  OBRA '93 annual compensation limit will be multiplied by a
                  fraction, the numerator of which is the number of months in
                  the determination period, and the denominator of which is 12.

                                    For Plan Years beginning on or after January
                  1, 1994, any reference in this Plan to the limitation under
                  Code Section 401(a)(17) shall mean the OBRA '93 annual
                  compensation limit set forth in this provision.

                                    If Compensation for any prior determination
                  period is taken into account in determining an Employee's
                  benefits accruing in the current Plan Year, the Compensation
                  for that prior determination period is subject to the OBRA '93
                  annual compensation limit in effect for that prior
                  determination period. For this purpose, for determination
                  periods beginning before the first


                                       28
<PAGE>   38
                  day of the first Plan Year beginning on or after January 1,
                  1994, the OBRA '93 annual compensation limit is $150,000.

                           (a) Notwithstanding anything herein to the contrary,
                  Participants who terminated employment for any reason during
                  the Plan Year shall share in the salary reduction
                  contributions made by the Employer for the year of termination
                  without regard to the Hours of Service credited.

                           (a) If a Former Participant is reemployed after five
                  (5) consecutive 1-Year Breaks in Service, then separate
                  accounts shall be maintained as follows:

                           (1) one account for nonforfeitable benefits
                           attributable to pre-break service; and

                           (1) one account representing his status in the Plan
                           attributable to post-break service.

                           (a) Notwithstanding anything to the contrary, if this
                  is a Plan that would otherwise fail to meet the requirements
                  of Code Sections 401(a)(26), 410(b)(1) or 410(b)(2)(A)(i) and
                  the Regulations thereunder because Employer contributions
                  would not be allocated to a sufficient number or percentage of
                  Participants for a Plan Year, then the following rules shall
                  apply:

                           (1) The group of Participants eligible to share in
                           the Employer's contribution for the Plan Year shall
                           be expanded to include the minimum number of
                           Participants who would not otherwise be eligible as
                           are necessary to satisfy the applicable test
                           specified above. The specific Participants who shall
                           become eligible under the terms of this paragraph
                           shall be those who are actively employed on the last
                           day of the Plan Year and, when compared to similarly
                           situated Participants, have completed the greatest
                           number of Hours of Service in the Plan Year.

                           (1) If after application of paragraph (1) above, the
                           applicable test is still not satisfied, then the
                           group of Participants eligible to share in the
                           Employer's contribution for the Plan Year shall be
                           further expanded to include the minimum number of
                           Participants who are not actively employed on the
                           last day of the Plan Year as are necessary to satisfy
                           the applicable test. The specific Participants who
                           shall become eligible to share shall be those
                           Participants, when compared to similarly situated
                           Participants, who have completed the greatest number
                           of Hours of Service in the Plan Year before
                           terminating employment.

                           (1) Nothing in this Section shall permit the
                           reduction of a Participant's accrued benefit.
                           Therefore any amounts that have previously been
                           allocated to Participants may not be reallocated to
                           satisfy these requirements. In such event, the
                           Employer shall make an additional contribution equal
                           to the amount such affected Participants would have
                           received had they been included in the allocations,
                           even if it exceeds the amount which would be
                           deductible under Code Section 404. Any adjustment to
                           the allocations pursuant to this paragraph shall be
                           considered a retroactive amendment adopted by the
                           last day of the Plan Year.


                                       29
<PAGE>   39
4.5      ACTUAL DEFERRAL PERCENTAGE TESTS

                           (a) Maximum Annual Allocation: For each Plan Year,
                  the annual allocation derived from Employer Elective
                  Contributions to a Participant's Elective Account shall
                  satisfy one of the following tests:

                           (1) The "Actual Deferral Percentage" for the Highly
                           Compensated Participant group shall not be more than
                           the "Actual Deferral Percentage" of the Non-Highly
                           Compensated Participant group multiplied by 1.25, or

                           (1) The excess of the "Actual Deferral Percentage"
                           for the Highly Compensated Participant group over the
                           "Actual Deferral Percentage" for the Non-Highly
                           Compensated Participant group shall not be more than
                           two percentage points. Additionally, the "Actual
                           Deferral Percentage" for the Highly Compensated
                           Participant group shall not exceed the "Actual
                           Deferral Percentage" for the Non-Highly Compensated
                           Participant group multiplied by 2. The provisions of
                           Code Section 401(k)(3) and Regulation 1.401(k)-1(b)
                           are incorporated herein by reference.

                           However, in order to prevent the multiple use of the
                           alternative method described in (2) above and in Code
                           Section 401(m)(9)(A), any Highly Compensated
                           Participant eligible to make elective deferrals
                           pursuant to Section 4.2 and to make Employee
                           contributions or to receive matching contributions
                           under this Plan or under any other plan maintained by
                           the Employer or an Affiliated Employer shall have his
                           actual contribution ratio reduced pursuant to
                           Regulation 1.401(m)-2, the provisions of which are
                           incorporated herein by reference.

                           (a) For the purposes of this Section "Actual Deferral
                  Percentage" means, with respect to the Highly Compensated
                  Participant group and Non-Highly Compensated Participant group
                  for a Plan Year, the average of the ratios, calculated
                  separately for each Participant in such group, of the amount
                  of Employer Elective Contributions allocated to each
                  Participant's Elective Account for such Plan Year, to such
                  Participant's "414(s) Compensation" for such Plan Year. The
                  actual deferral ratio for each Participant and the "Actual
                  Deferral Percentage" for each group shall be calculated to the
                  nearest one-hundredth of one percent. Employer Elective
                  Contributions allocated to each Non-Highly Compensated
                  Participant's Elective Account shall be reduced by Excess
                  Deferred Compensation to the extent such excess amounts are
                  made under this Plan or any other plan maintained by the
                  Employer.

                           (a) For the purpose of determining the actual
                  deferral ratio of a Highly Compensated Employee who is subject
                  to the Family Member aggregation rules of Code Section
                  414(q)(6) because such Participant is either a "five percent
                  owner" of the Employer or one of the ten (10) Highly
                  Compensated Employees paid the greatest "415 Compensation"
                  during the year, the following shall apply:

                                    (1) The combined actual deferral ratio for
                           the family group (which shall be treated as one
                           Highly Compensated Participant) shall be determined
                           by aggregating Employer Elective


                                       30
<PAGE>   40
                           Contributions and "414(s) Compensation" of all
                           eligible Family Members (including Highly Compensated
                           Participants). However, in applying the $200,000
                           limit to "414(s) Compensation," for Plan Years
                           beginning after December 31, 1988, Family Members
                           shall include only the affected Employee's spouse and
                           any lineal descendants who have not attained age 19
                           before the close of the Plan Year. Notwithstanding
                           the foregoing, with respect to Plan Years beginning
                           prior to January 1, 1990, compliance with the
                           Regulations then in effect shall be deemed to be in
                           compliance with this paragraph.

                           (1) The Employer Elective Contributions and "414(s)
                           Compensation" of all Family Members shall be
                           disregarded for purposes of determining the "Actual
                           Deferral Percentage" of the Non-Highly Compensated
                           Participant group except to the extent taken into
                           account in paragraph (1) above.

                           (1) If a Participant is required to be aggregated as
                           a member of more than one family group in a plan, all
                           Participants who are members of those family groups
                           that include the Participant are aggregated as one
                           family group in accordance with paragraphs (1) and
                           (2) above.

                           (a) For the purposes of Sections 4.5(a) and 4.6, a
                  Highly Compensated Participant and a Non-Highly Compensated
                  Participant shall include any Employee eligible to make a
                  deferral election pursuant to Section 4.2, whether or not such
                  deferral election was made or suspended pursuant to Section
                  4.2.

                           (a) For the purposes of this Section and Code
                  Sections 401(a)(4), 410(b) and 401(k), if two or more plans
                  which include cash or deferred arrangements are considered one
                  plan for the purposes of Code Section 401(a)(4) or 410(b)
                  (other than Code Section 410(b)(2)(A)(ii)), the cash or
                  deferred arrangements included in such plans shall be treated
                  as one arrangement. In addition, two or more cash or deferred
                  arrangements may be considered as a single arrangement for
                  purposes of determining whether or not such arrangements
                  satisfy Code Sections 401(a)(4), 410(b) and 401(k). In such a
                  case, the cash or deferred arrangements included in such plans
                  and the plans including such arrangements shall be treated as
                  one arrangement and as one plan for purposes of this Section
                  and Code Sections 401(a)(4), 410(b) and 401(k). Plans may be
                  aggregated under this paragraph (e) only if they have the same
                  plan year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be combined with this Plan for purposes of determining
                  whether the employee stock ownership plan or this Plan
                  satisfies this Section and Code Sections 401(a)(4), 410(b) and
                  401(k).

                           (a) For the purposes of this Section, if a Highly
                  Compensated Participant is a Participant under two or more
                  cash or deferred arrangements (other than a cash or deferred
                  arrangement which is part of an employee stock ownership plan
                  as defined in Code Section 4975(e)(7) or 409) of the Employer
                  or an Affiliated Employer, all such cash or deferred
                  arrangements shall be treated as one cash or deferred
                  arrangement for the purpose of determining the actual deferral
                  ratio with respect to such Highly Compensated Participant.
                  However, if the cash or deferred arrangements


                                       31
<PAGE>   41
                  have different plan years, this paragraph shall be applied by
                  treating all cash or deferred arrangements ending with or
                  within the same calendar year as a single arrangement.

4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

                  In the event that the initial allocations of the Employer's
Elective Contributions made pursuant to Section 4.4 do not satisfy one of the
tests set forth in Section 4.5(a), the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

                           (a) On or before the fifteenth day of the third month
                  following the end of each Plan Year, the Highly Compensated
                  Participant having the highest actual deferral ratio shall
                  have his portion of Excess Contributions distributed to him
                  and/or at his election recharacterized as a voluntary Employee
                  contribution pursuant to Section 4.12 until one of the tests
                  set forth in Section 4.5(a) is satisfied, or until his actual
                  deferral ratio equals the actual deferral ratio of the Highly
                  Compensated Participant having the second highest actual
                  deferral ratio. This process shall continue until one of the
                  tests set forth in Section 4.5(a) is satisfied. For each
                  Highly Compensated Participant, the amount of Excess
                  Contributions is equal to the Elective Contributions on behalf
                  of such Highly Compensated Participant (determined prior to
                  the application of this paragraph) minus the amount determined
                  by multiplying the Highly Compensated Participant's actual
                  deferral ratio (determined after application of this
                  paragraph) by his "414(s) Compensation." However, in
                  determining the amount of Excess Contributions to be
                  distributed and/or recharacterized with respect to an affected
                  Highly Compensated Participant as determined herein, such
                  amount shall be reduced by any Excess Deferred Compensation
                  previously distributed to such affected Highly Compensated
                  Participant for his taxable year ending with or within such
                  Plan Year.

                           (1) With respect to the distribution of Excess
                           Contributions pursuant to (a) above, such
                           distribution:

                                    (i) may be postponed but not later than the
                                    close of the Plan Year following the Plan
                                    Year to which they are allocable;

                                    (i) shall be made first from unmatched
                                    Deferred Compensation and, thereafter, from
                                    Deferred Compensation which is matched.
                                    Matching contributions which relate to such
                                    Deferred Compensation shall be forfeited;

                                    (i) shall be adjusted for Income; and

                                    (i) shall be designated by the Employer as a
                                    distribution of Excess Contributions (and
                                    Income).

                           (1) With respect to the recharacterization of Excess
                           Contributions pursuant to (a) above, such
                           recharacterized amounts:

                                    (i) shall be deemed to have occurred on the
                                    date on which the last of those Highly
                                    Compensated Participants with Excess
                                    Contributions to be recharacterized is
                                    notified of the recharacterization and the
                                    tax consequences of such recharacterization;


                                       32
<PAGE>   42
                                    (i) shall not exceed the amount of Deferred
                                    Compensation on behalf of any Highly
                                    Compensated Participant for any Plan Year;

                                    (i) shall be treated as voluntary Employee
                                    contributions for purposes of Code Section
                                    401(a)(4) and Regulation 1.401(k)-1(b).
                                    However, for purposes of Sections 2.2 and
                                    4.4(g), recharacterized Excess Contributions
                                    continue to be treated as Employer
                                    contributions that are Deferred
                                    Compensation. Excess Contributions
                                    recharacterized as voluntary Employee
                                    contributions shall continue to be
                                    nonforfeitable and subject to the same
                                    distribution rules provided for in Section
                                    4.2(c);

                                    (i) are not permitted if the amount
                                    recharacterized plus voluntary Employee
                                    contributions actually made by such Highly
                                    Compensated Participant, exceed the maximum
                                    amount of voluntary Employee contributions
                                    (determined prior to application of Section
                                    4.7(a)) that such Highly Compensated
                                    Participant is permitted to make under the
                                    Plan in the absence of recharacterization;
                                    and

                                    (i) shall be adjusted for Income.

                           (1) Any distribution and/or recharacterization of
                           less than the entire amount of Excess Contributions
                           shall be treated as a pro rata distribution and/or
                           recharacterization of Excess Contributions and
                           Income.

                                    (1) The determination and correction of
                           Excess Contributions of a Highly Compensated
                           Participant whose actual deferral ratio is determined
                           under the family aggregation rules shall be
                           accomplished by reducing the actual deferral ratio as
                           required herein, and the Excess Contributions for the
                           family unit shall then be allocated among the Family
                           Members in proportion to the Elective Contributions
                           of each Family Member that were combined to determine
                           the group actual deferral ratio. Notwithstanding the
                           foregoing, with respect to Plan Years beginning prior
                           to January 1, 1990, compliance with the Regulations
                           then in effect shall be deemed to be in compliance
                           with this paragraph.

                           (a) Within twelve (12) months after the end of the
                  Plan Year, the Employer may make a special Qualified
                  Non-Elective Contribution on behalf of Non-Highly Compensated
                  Participants in an amount sufficient to satisfy one of the
                  tests set forth in Section 4.5(a). Such contribution shall be
                  allocated to the Participant's Elective Account of each
                  Non-Highly Compensated Participant in the same proportion that
                  each Non-Highly Compensated Participant's Compensation for the
                  year bears to the total Compensation of all Non-Highly
                  Compensated Participants.

                           (a) If during a Plan Year the projected aggregate
                  amount of Elective Contributions to be allocated to all Highly
                  Compensated Participants under this Plan would, by virtue of
                  the tests set forth in Section 4.5(a), cause the Plan to fail
                  such tests, then the Administrator may automatically reduce
                  proportionately or in the order provided in Section


                                       33
<PAGE>   43
                  4.6(a) each affected Highly Compensated Participant's deferral
                  election made pursuant to Section 4.2 by an amount necessary
                  to satisfy one of the tests set forth in Section 4.5(a).

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a) The "Actual Contribution Percentage" for the
                  Highly Compensated Participant group shall not exceed the
                  greater of:

                           (1) 125 percent of such percentage for the Non-Highly
                           Compensated Participant group; or

                           (1) the lesser of 200 percent of such percentage for
                           the Non-Highly Compensated Participant group, or such
                           percentage for the Non-Highly Compensated Participant
                           group plus 2 percentage points. However, to prevent
                           the multiple use of the alternative method described
                           in this paragraph and Code Section 401(m)(9)(A), any
                           Highly Compensated Participant eligible to make
                           elective deferrals pursuant to Section 4.2 or any
                           other cash or deferred arrangement maintained by the
                           Employer or an Affiliated Employer and to make
                           Employee contributions or to receive matching
                           contributions under this Plan or under any other plan
                           maintained by the Employer or an Affiliated Employer
                           shall have his actual contribution ratio reduced
                           pursuant to Regulation 1.401(m)-2. The provisions of
                           Code Section 401(m) and Regulations 1.401(m)-1(b) and
                           1.401(m)-2 are incorporated herein by reference.

                           (a) For the purposes of this Section and Section 4.8,
                  "Actual Contribution Percentage" for a Plan Year means, with
                  respect to the Highly Compensated Participant group and
                  Non-Highly Compensated Participant group, the average of the
                  ratios (calculated separately for each Participant in each
                  group) of:

                           (1) the sum of Employer matching contributions made
                           pursuant to Section 4.1(b), voluntary Employee
                           contributions made pursuant to Section 4.12 and
                           Excess Contributions recharacterized as voluntary
                           Employee contributions pursuant to Section 4.6(a) on
                           behalf of each such Participant for such Plan Year;
                           to

                           (1) the Participant's "414(s) Compensation" for such
                           Plan Year.

                           (a) For purposes of determining the "Actual
                  Contribution Percentage" and the amount of Excess Aggregate
                  Contributions pursuant to Section 4.8(d), only Employer
                  matching contributions (excluding Employer matching
                  contributions forfeited pursuant to Sections 4.2(f) and
                  4.6(a)(1) or forfeited pursuant to Section 4.8(a)) contributed
                  to the Plan prior to the end of the succeeding Plan Year shall
                  be considered. In addition, the Administrator may elect to
                  take into account, with respect to Employees eligible to have
                  Employer matching contributions pursuant to Section 4.1(b) or
                  voluntary Employee contributions pursuant to Section 4.12
                  allocated to their accounts, elective deferrals (as defined in
                  Regulation 1.402(g)-1(b)) and qualified non-elective
                  contributions (as defined in Code Section 401(m)(4)(C))
                  contributed to any plan maintained by the Employer. Such
                  elective deferrals and qualified non-elective contributions
                  shall be treated as Employer matching contributions subject to
                  Regulation 1.401(m)-1(b)(5) which is incorporated herein by
                  reference. However, the Plan Year must be


                                       34
<PAGE>   44
                  the same as the plan year of the plan to which the elective
                  deferrals and the qualified non-elective contributions are
                  made.

                           (a) For the purpose of determining the actual
                  contribution ratio of a Highly Compensated Employee who is
                  subject to the Family Member aggregation rules of Code Section
                  414(q)(6) because such Employee is either a "five percent
                  owner" of the Employer or one of the ten (10) Highly
                  Compensated Employees paid the greatest "415 Compensation"
                  during the year, the following shall apply:

                           (1) The combined actual contribution ratio for the
                           family group (which shall be treated as one Highly
                           Compensated Participant) shall be determined by
                           aggregating Employer matching contributions made
                           pursuant to Section 4.1(b), voluntary Employee
                           contributions made pursuant to Section 4.12, Excess
                           Contributions recharacterized as voluntary Employee
                           contributions pursuant to Section 4.6(a) and "414(s)
                           Compensation" of all eligible Family Members
                           (including Highly Compensated Participants). However,
                           in applying the $200,000 limit to "414(s)
                           Compensation", Family Members shall include only the
                           affected Employee's spouse and any lineal descendants
                           who have not attained age 19 before the close of the
                           Plan Year.

                           (1) The Employer matching contributions made pursuant
                           to Section 4.1(b), voluntary Employee contributions
                           made pursuant to Section 4.12, Excess Contributions
                           recharacterized as voluntary Employee contributions
                           pursuant to Section 4.6(a) and "414(s) Compensation"
                           of all Family Members shall be disregarded for
                           purposes of determining the "Actual Contribution
                           Percentage" of the Non-Highly Compensated Participant
                           group except to the extent taken into account in
                           paragraph (1) above.

                           (1) If a Participant is required to be aggregated as
                           a member of more than one family group in a plan, all
                           Participants who are members of those family groups
                           that include the Participant are aggregated as one
                           family group in accordance with paragraphs (1) and
                           (2) above.

                           (a) For purposes of this Section and Code Sections
                  401(a)(4), 410(b) and 401(m), if two or more plans of the
                  Employer to which matching contributions, Employee
                  contributions, or both, are made are treated as one plan for
                  purposes of Code Sections 401(a)(4) or 410(b) (other than the
                  average benefits test under Code Section 410(b)(2)(A)(ii)),
                  such plans shall be treated as one plan. In addition, two or
                  more plans of the Employer to which matching contributions,
                  Employee contributions, or both, are made may be considered as
                  a single plan for purposes of determining whether or not such
                  plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In
                  such a case, the aggregated plans must satisfy this Section
                  and Code Sections 401(a)(4), 410(b) and 401(m) as though such
                  aggregated plans were a single plan. Plans may be aggregated
                  under this paragraph (e) only if they have the same plan year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be aggregated with this Plan for purposes of determining
                  whether the employee stock


                                       35
<PAGE>   45
                  ownership plan or this Plan satisfies this Section and Code
                  Sections 401(a)(4), 410(b) and 401(m).

                           (a) If a Highly Compensated Participant is a
                  Participant under two or more plans (other than an employee
                  stock ownership plan as defined in Code Section 4975(e)(7) or
                  409) which are maintained by the Employer or an Affiliated
                  Employer to which matching contributions, Employee
                  contributions, or both, are made, all such contributions on
                  behalf of such Highly Compensated Participant shall be
                  aggregated for purposes of determining such Highly Compensated
                  Participant's actual contribution ratio. However, if the plans
                  have different plan years, this paragraph shall be applied by
                  treating all plans ending with or within the same calendar
                  year as a single plan.

                           (a) For purposes of Sections 4.7(a) and 4.8, a Highly
                  Compensated Participant and Non-Highly Compensated Participant
                  shall include any Employee eligible to have Employer matching
                  contributions pursuant to Section 4.1(b) (whether or not a
                  deferral election was made or suspended pursuant to Section
                  4.2(e)) or voluntary Employee contributions pursuant to
                  Section 4.12 (whether or not voluntary Employee contributions
                  are made) allocated to his account for the Plan Year.

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a) In the event that the "Actual Contribution
                  Percentage" for the Highly Compensated Participant group
                  exceeds the "Actual Contribution Percentage" for the
                  Non-Highly Compensated Participant group pursuant to Section
                  4.7(a), the Administrator (on or before the fifteenth day of
                  the third month following the end of the Plan Year, but in no
                  event later than the close of the following Plan Year) shall
                  direct the Trustee to distribute to the Highly Compensated
                  Participant having the highest actual contribution ratio, his
                  Vested portion of Excess Aggregate Contributions (and Income
                  allocable to such contributions) and, if forfeitable, forfeit
                  such non-Vested Excess Aggregate Contributions attributable to
                  Employer matching contributions (and Income allocable to such
                  forfeitures) until either one of the tests set forth in
                  Section 4.7(a) is satisfied, or until his actual contribution
                  ratio equals the actual contribution ratio of the Highly
                  Compensated Participant having the second highest actual
                  contribution ratio. This process shall continue until one of
                  the tests set forth in Section 4.7(a) is satisfied. The
                  distribution and/or forfeiture of Excess Aggregate
                  Contributions shall be made in the following order:

                           (1) Voluntary Employee contributions including Excess
                           Contributions recharacterized as voluntary Employee
                           contributions pursuant to Section 4.6(a)(2);

                           (1) Employer matching contributions.

                           (a) Any distribution and/or forfeiture of less than
                  the entire amount of Excess Aggregate Contributions (and
                  Income) shall be treated as a pro rata distribution and/or
                  forfeiture of Excess Aggregate Contributions and Income.
                  Distribution of Excess Aggregate Contributions shall be
                  designated by the Employer as a distribution of Excess
                  Aggregate Contributions (and Income). Forfeitures of Excess
                  Aggregate Contributions shall be treated in accordance with
                  Section 4.4.


                                       36
<PAGE>   46
                           (a) Excess Aggregate Contributions attributable to
                  amounts other than voluntary Employee contributions, including
                  forfeited matching contributions, shall be treated as Employer
                  contributions for purposes of Code Sections 404 and 415 even
                  if distributed from the Plan.

                                    Forfeited matching contributions that are
                  reallocated to Participants' Accounts for the Plan Year in
                  which the forfeiture occurs shall be treated as an "annual
                  addition" pursuant to Section 4.9(b) for the Participants to
                  whose Accounts they are reallocated and for the Participants
                  from whose Accounts they are forfeited.

                           (a) For each Highly Compensated Participant, the
                  amount of Excess Aggregate Contributions is equal to the
                  Employer matching contributions made pursuant to Section
                  4.1(b), voluntary Employee contributions made pursuant to
                  Section 4.12, Excess Contributions recharacterized as
                  voluntary Employee contributions pursuant to Section 4.6(a)
                  and any qualified non-elective contributions or elective
                  deferrals taken into account pursuant to Section 4.7(c) on
                  behalf of the Highly Compensated Participant (determined prior
                  to the application of this paragraph) minus the amount
                  determined by multiplying the Highly Compensated Participant's
                  actual contribution ratio (determined after application of
                  this paragraph) by his "414(s) Compensation." The actual
                  contribution ratio must be rounded to the nearest
                  one-hundredth of one percent. In no case shall the amount of
                  Excess Aggregate Contribution with respect to any Highly
                  Compensated Participant exceed the amount of Employer matching
                  contributions made pursuant to Section 4.1(b), voluntary
                  Employee contributions made pursuant to Section 4.12, Excess
                  Contributions recharacterized as voluntary Employee
                  contributions pursuant to Section 4.6(a) and any qualified
                  non-elective contributions or elective deferrals taken into
                  account pursuant to Section 4.7(c) on behalf of such Highly
                  Compensated Participant for such Plan Year.

                           (a) The determination of the amount of Excess
                  Aggregate Contributions with respect to any Plan Year shall be
                  made after first determining the Excess Contributions, if any,
                  to be treated as voluntary Employee contributions due to
                  recharacterization for the plan year of any other qualified
                  cash or deferred arrangement (as defined in Code Section
                  401(k)) maintained by the Employer that ends with or within
                  the Plan Year or which are treated as voluntary Employee
                  contributions due to recharacterization pursuant to Section
                  4.6(a).

                           (a) If the determination and correction of Excess
                  Aggregate Contributions of a Highly Compensated Participant
                  whose actual contribution ratio is determined under the family
                  aggregation rules, then the actual contribution ratio shall be
                  reduced and the Excess Aggregate Contributions for the family
                  unit shall be allocated among the Family Members in proportion
                  to the sum of Employer matching contributions made pursuant to
                  Section 4.1(b), voluntary Employee contributions made pursuant
                  to Section 4.12, Excess Contributions recharacterized as
                  voluntary Employee contributions pursuant to Section 4.6(a)
                  and any qualified non-elective contributions or elective
                  deferrals taken into account pursuant to Section 4.7(c) of
                  each Family Member that were combined to determine the group
                  actual contribution ratio.

                           (a) If during a Plan Year the projected aggregate
                  amount of Employer matching contributions, voluntary Employee
                  contributions and


                                       37
<PAGE>   47
                  Excess Contributions recharacterized as voluntary Employee
                  contributions to be allocated to all Highly Compensated
                  Participants under this Plan would, by virtue of the tests set
                  forth in Section 4.7(a), cause the Plan to fail such tests,
                  then the Administrator may automatically reduce
                  proportionately or in the order provided in Section 4.8(a)
                  each affected Highly Compensated Participant's projected share
                  of such contributions by an amount necessary to satisfy one of
                  the tests set forth in Section 4.7(a).

                           (a) Notwithstanding the above, within twelve (12)
                  months after the end of the Plan Year, the Employer may make a
                  special Qualified Non-Elective Contribution on behalf of
                  Non-Highly Compensated Participants in an amount sufficient to
                  satisfy one of the tests set forth in Section 4.7(a). Such
                  contribution shall be allocated to the Participant's Elective
                  Account of each Non-Highly Compensated Participant in the same
                  proportion that each Non-Highly Compensated Participant's
                  Compensation for the year bears to the total Compensation of
                  all Non-Highly Compensated Participants. A separate accounting
                  shall be maintained for the purpose of excluding such
                  contributions from the "Actual Deferral Percentage" tests
                  pursuant to Section 4.5(a).

4.9      MAXIMUM ANNUAL ADDITIONS

                           (a) Notwithstanding the foregoing, the maximum
                  "annual additions" credited to a Participant's accounts for
                  any "limitation year" shall equal the lesser of: (1) $30,000
                  (or, if greater, one-fourth of the dollar limitation in effect
                  under Code Section 415(b)(1)(A)) or (2) twenty-five percent
                  (25%) of the Participant's "415 Compensation" for such
                  "limitation year." For any short "limitation year," the dollar
                  limitation in (1) above shall be reduced by a fraction, the
                  numerator of which is the number of full months in the short
                  "limitation year" and the denominator of which is twelve (12).

                           (a) For purposes of applying the limitations of Code
                  Section 415, "annual additions" means the sum credited to a
                  Participant's accounts for any "limitation year" of (1)
                  Employer contributions, (2) Employee contributions, (3)
                  forfeitures, (4) amounts allocated, after March 31, 1984, to
                  an individual medical account, as defined in Code Section
                  415(l)(2) which is part of a pension or annuity plan
                  maintained by the Employer and (5) amounts derived from
                  contributions paid or accrued after December 31, 1985, in
                  taxable years ending after such date, which are attributable
                  to post-retirement medical benefits allocated to the separate
                  account of a key employee (as defined in Code Section
                  419A(d)(3)) under a welfare benefit plan (as defined in Code
                  Section 419(e)) maintained by the Employer. Except, however,
                  the "415 Compensation" percentage limitation referred to in
                  paragraph (a)(2) above shall not apply to: (1) any
                  contribution for medical benefits (within the meaning of Code
                  Section 419A(f)(2)) after separation from service which is
                  otherwise treated as an "annual addition," or (2) any amount
                  otherwise treated as an "annual addition" under Code Section
                  415(l)(1).

                           (a) For purposes of applying the limitations of Code
                  Section 415, the transfer of funds from one qualified plan to
                  another is not an "annual addition." In addition, the
                  following are not Employee contributions for the purposes of
                  Section 4.9(b)(2): (1) rollover contributions (as defined in
                  Code Sections 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3));
                  (2) repayments of loans made to a Participant from the Plan;
                  (3) repayments of distributions


                                       38
<PAGE>   48
                  received by an Employee pursuant to Code Section 411(a)(7)(B)
                  (cash-outs); (4) repayments of distributions received by an
                  Employee pursuant to Code Section 411(a)(3)(D) (mandatory
                  contributions); and (5) Employee contributions to a simplified
                  employee pension excludable from gross income under Code
                  Section 408(k)(6).

                           (a) For purposes of applying the limitations of Code
                  Section 415, the "limitation year" shall be the Plan Year.

                           (a) The dollar limitation under Code Section
                  415(b)(1)(A) stated in paragraph (a)(1) above shall be
                  adjusted annually as provided in Code Section 415(d) pursuant
                  to the Regulations. The adjusted limitation is effective as of
                  January 1st of each calendar year and is applicable to
                  "limitation years" ending with or within that calendar year.

                           (a) For the purpose of this Section, all qualified
                  defined benefit plans (whether terminated or not) ever
                  maintained by the Employer shall be treated as one defined
                  benefit plan, and all qualified defined contribution plans
                  (whether terminated or not) ever maintained by the Employer
                  shall be treated as one defined contribution plan.

                           (a) For the purpose of this Section, if the Employer
                  is a member of a controlled group of corporations, trades or
                  businesses under common control (as defined by Code Section
                  1563(a) or Code Section 414(b) and (c) as modified by Code
                  Section 415(h)), is a member of an affiliated service group
                  (as defined by Code Section 414(m)), or is a member of a group
                  of entities required to be aggregated pursuant to Regulations
                  under Code Section 414(o), all Employees of such Employers
                  shall be considered to be employed by a single Employer.

                           (a) For the purpose of this Section, if this Plan is
                  a Code Section 413(c) plan, all Employers of a Participant who
                  maintain this Plan will be considered to be a single Employer.

                           (a)(1) If a Participant participates in more than one
                  defined contribution plan maintained by the Employer which
                  have different Anniversary Dates, the maximum "annual
                  additions" under this Plan shall equal the maximum "annual
                  additions" for the "limitation year" minus any "annual
                  additions" previously credited to such Participant's accounts
                  during the "limitation year."

                           (1) If a Participant participates in both a defined
                           contribution plan subject to Code Section 412 and a
                           defined contribution plan not subject to Code Section
                           412 maintained by the Employer which have the same
                           Anniversary Date, "annual additions" will be credited
                           to the Participant's accounts under the defined
                           contribution plan subject to Code Section 412 prior
                           to crediting "annual additions" to the Participant's
                           accounts under the defined contribution plan not
                           subject to Code Section 412.

                           (1) If a Participant participates in more than one
                           defined contribution plan not subject to Code Section
                           412 maintained by the Employer which have the same
                           Anniversary Date, the maximum "annual additions"
                           under this Plan shall equal the product of (A) the
                           maximum "annual additions" for the "limitation year"
                           minus any "annual additions" previously credited
                           under subparagraphs (1) or (2)


                                       39
<PAGE>   49
                           above, multiplied by (B) a fraction (i) the numerator
                           of which is the "annual additions" which would be
                           credited to such Participant's accounts under this
                           Plan without regard to the limitations of Code
                           Section 415 and (ii) the denominator of which is such
                           "annual additions" for all plans described in this
                           subparagraph.

                           (a) If an Employee is (or has been) a Participant in
                  one or more defined benefit plans and one or more defined
                  contribution plans maintained by the Employer, the sum of the
                  defined benefit plan fraction and the defined contribution
                  plan fraction for any "limitation year" may not exceed 1.0.

                           (a) The defined benefit plan fraction for any
                  "limitation year" is a fraction, the numerator of which is the
                  sum of the Participant's projected annual benefits under all
                  the defined benefit plans (whether or not terminated)
                  maintained by the Employer, and the denominator of which is
                  the lesser of 125 percent of the dollar limitation determined
                  for the "limitation year" under Code Sections 415(b) and (d)
                  or 140 percent of the highest average compensation, including
                  any adjustments under Code Section 415(b).

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

                           (a) The defined contribution plan fraction for any
                  "limitation year" is a fraction, the numerator of which is the
                  sum of the annual additions to the Participant's Account under
                  all the defined contribution plans (whether or not terminated)
                  maintained by the Employer for the current and all prior
                  "limitation years" (including the annual additions
                  attributable to the Participant's nondeductible Employee
                  contributions to all defined benefit plans, whether or not
                  terminated, maintained by the Employer, and the annual
                  additions attributable to all welfare benefit funds, as
                  defined in Code Section 419(e), and individual medical
                  accounts, as defined in Code Section 415(l)(2), maintained by
                  the Employer), and the denominator of which is the sum of the
                  maximum aggregate amounts for the current and all prior
                  "limitation years" of service with the Employer (regardless of
                  whether a defined contribution plan was maintained by the
                  Employer). The maximum aggregate amount in any "limitation
                  year" is the lesser of 125 percent of the dollar limitation
                  determined under Code Sections 415(b) and (d) in effect under
                  Code Section 415(c)(1)(A) or 35 percent of the Participant's
                  Compensation for such year.

                                    If the Employee was a Participant as of the
                  end of the first day of the first "limitation year" beginning
                  after December 31, 1986, in one or more defined contribution
                  plans maintained by the Employer which were in existence on
                  May 6, 1986, the numerator of this fraction will be adjusted
                  if the sum of this fraction and the defined benefit fraction
                  would otherwise


                                       40
<PAGE>   50
                  exceed 1.0 under the terms of this Plan. Under the adjustment,
                  an amount equal to the product of (1) the excess of the sum of
                  the fractions over 1.0 times (2) the denominator of this
                  fraction, will be permanently subtracted from the numerator of
                  this fraction. The adjustment is calculated using the
                  fractions as they would be computed as of the end of the last
                  "limitation year" beginning before January 1, 1987, and
                  disregarding any changes in the terms and conditions of the
                  Plan made after May 5, 1986, but using the Code Section 415
                  limitation applicable to the first "limitation year" beginning
                  on or after January 1, 1987. The annual addition for any
                  "limitation year" beginning before January 1, 1987 shall not
                  be recomputed to treat all Employee contributions as annual
                  additions.

                           (a) Notwithstanding the foregoing, for any
                  "limitation year" in which the Plan is a Top Heavy Plan, 100
                  percent shall be substituted for 125 percent in Sections
                  4.9(k) and 4.9(l) unless the extra minimum allocation is being
                  provided pursuant to Section 4.4. However, for any "limitation
                  year" in which the Plan is a Super Top Heavy Plan, 100 percent
                  shall be substituted for 125 percent in any event.

                           (a) If the sum of the defined benefit plan fraction
                  and the defined contribution plan fraction shall exceed 1.0 in
                  any "limitation year" for any Participant in this Plan, the
                  Administrator shall limit, to the extent necessary, the
                  "annual additions" to such Participant's accounts for such
                  "limitation year." If, after limiting the "annual additions"
                  to such Participant's accounts for the "limitation year," the
                  sum of the defined benefit plan fraction and the defined
                  contribution plan fraction still exceed 1.0, the Administrator
                  shall then adjust the numerator of the defined contribution
                  plan fraction so that the sum of both fractions shall not
                  exceed 1.0 in any "limitation year" for such Participant.

                           (a) Notwithstanding anything contained in this
                  Section to the contrary, the limitations, adjustments and
                  other requirements prescribed in this Section shall at all
                  times comply with the provisions of Code Section 415 and the
                  Regulations thereunder, the terms of which are specifically
                  incorporated herein by reference.

4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                           (a) If, as a result of a reasonable error in
                  estimating a Participant's Compensation, a reasonable error in
                  determining the amount of elective deferrals (within the
                  meaning of Code Section 402(g)(3)) that may be made with
                  respect to any Participant under the limits of Section 4.9 or
                  other facts and circumstances to which Regulation
                  1.415-6(b)(6) shall be applicable, the "annual additions"
                  under this Plan would cause the maximum "annual additions" to
                  be exceeded for any Participant, the Administrator shall (1)
                  distribute any elective deferrals (within the meaning of Code
                  Section 402(g)(3)) and gains attributable to those elective
                  deferrals, or return any voluntary Employee contributions and
                  gains attributable to those voluntary Employee contributions
                  credited for the "limitation year" to the extent that the
                  return of elective deferrals and/or voluntary Employee
                  contributions would reduce the "excess amount" in the
                  Participant's accounts (2) hold any "excess amount" remaining
                  after the return of any elective deferrals or voluntary
                  Employee contributions in a "Section 415 suspense account" (3)
                  use the "Section 415 suspense account" in the next "limitation
                  year" (and succeeding "limitation years" if necessary) to
                  reduce Employer contributions for that Participant if that
                  Participant is covered by


                                       41
<PAGE>   51
                  the Plan as of the end of the "limitation year," or if the
                  Participant is not so covered, allocate and reallocate the
                  "Section 415 suspense account" in the next "limitation year"
                  (and succeeding "limitation years" if necessary) to all
                  Participants in the Plan before any Employer or Employee
                  contributions which would constitute "annual additions" are
                  made to the Plan for such "limitation year" (4) reduce
                  Employer contributions to the Plan for such "limitation year"
                  by the amount of the "Section 415 suspense account" allocated
                  and reallocated during such "limitation year."

                           (a) For purposes of this Article, "excess amount" for
                  any Participant for a "limitation year" shall mean the excess,
                  if any, of (1) the "annual additions" which would be credited
                  to his account under the terms of the Plan without regard to
                  the limitations of Code Section 415 over (2) the maximum
                  "annual additions" determined pursuant to Section 4.9.

                           (a) For purposes of this Section, "Section 415
                  suspense account" shall mean an unallocated account equal to
                  the sum of "excess amounts" for all Participants in the Plan
                  during the "limitation year." The "Section 415 suspense
                  account" shall not share in any earnings or losses of the
                  Trust Fund.

4.11     TRANSFERS FROM QUALIFIED PLANS

                                    (a) With the consent of the Administrator,
                  amounts may be transferred from other qualified plans by
                  Employees, provided that the trust from which such funds are
                  transferred permits the transfer to be made and the transfer
                  will not jeopardize the tax exempt status of the Plan or Trust
                  or create adverse tax consequences for the Employer.

                                    In addition, a Participant who was a
                  participant in the Commercial Intertech Retirement Stock
                  Ownership and Savings Plan ("Commercial Intertech Plan") prior
                  to the effective date of this Plan, may, with the consent of
                  the Administrator, make an in-kind "direct rollover" (as
                  allowed by Code Section 401(a)(31)) of any of his outstanding
                  participant loan(s) and/or shares of Commercial Intertech
                  stock or Cuno Incorporated stock from the Commercial Intertech
                  Plan to this Plan, provided such direct rollover is requested
                  by December 31, 1996. Any such transferred loan shall be
                  subject to the provisions of the Commercial Intertech Plan and
                  any loan policy thereunder as of the date the loan was
                  originated.

                                    The amounts transferred shall be set up in a
                  separate account herein referred to as a "Participant's
                  Rollover Account." Such account shall be fully Vested at all
                  times and shall not be subject to Forfeiture for any reason.

                                    (a) Amounts in a Participant's Rollover
                  Account shall be held by the Trustee pursuant to the
                  provisions of this Plan and may not be withdrawn by, or
                  distributed to the Participant, in whole or in part, except as
                  provided in paragraphs (c) and (d) of this Section and Section
                  6.10.

                           (a) Except as permitted by Regulations (including
                  Regulation 1.411(d)-4), amounts attributable to elective
                  contributions (as defined in Regulation 1.401(k)-1(g)(3)),
                  including amounts treated as elective contributions, which are
                  transferred from another qualified plan in a plan-to-plan
                  transfer shall be subject to the distribution limitations
                  provided for in Regulation 1.401(k)-1(d).


                                       42
<PAGE>   52
                           (a) At Normal Retirement Date, or such other date
                  when the Participant or his Beneficiary shall be entitled to
                  receive benefits, the fair market value of the Participant's
                  Rollover Account shall be used to provide additional benefits
                  to the Participant or his Beneficiary. Any distributions of
                  amounts held in a Participant's Rollover Account shall be made
                  in a manner which is consistent with and satisfies the
                  provisions of Section 6.5, including, but not limited to, all
                  notice and consent requirements of Code Section 411(a)(11) and
                  the Regulations thereunder. Furthermore, such amounts shall be
                  considered as part of a Participant's benefit in determining
                  whether an involuntary cash-out of benefits without
                  Participant consent may be made.

                           (a) The Administrator may direct that employee
                  transfers made after a valuation date be segregated into a
                  separate account for each Participant in a federally insured
                  savings account, certificate of deposit in a bank or savings
                  and loan association, money market certificate, or other short
                  term debt security acceptable to the Trustee until such time
                  as the allocations pursuant to this Plan have been made, at
                  which time they may remain segregated or be invested as part
                  of the general Trust Fund, to be determined by the
                  Administrator.

                           (a) All amounts allocated to a Participant's Rollover
                  Account may be treated as a Directed Investment Account
                  pursuant to Section 4.13.

                           (a) For purposes of this Section, the term "qualified
                  plan" shall mean any tax qualified plan under Code Section
                  401(a). The term "amounts transferred from other qualified
                  plans" shall mean: (i) amounts transferred to this Plan
                  directly from another qualified plan; (ii) distributions from
                  another qualified plan which are eligible rollover
                  distributions and which are either transferred by the Employee
                  to this Plan within sixty (60) days following his receipt
                  thereof or are transferred pursuant to a direct rollover;
                  (iii) amounts transferred to this Plan from a conduit
                  individual retirement account provided that the conduit
                  individual retirement account has no assets other than assets
                  which (A) were previously distributed to the Employee by
                  another qualified plan as a lump-sum distribution (B) were
                  eligible for tax-free rollover to a qualified plan and (C)
                  were deposited in such conduit individual retirement account
                  within sixty (60) days of receipt thereof and other than
                  earnings on said assets; and (iv) amounts distributed to the
                  Employee from a conduit individual retirement account meeting
                  the requirements of clause (iii) above, and transferred by the
                  Employee to this Plan within sixty (60) days of his receipt
                  thereof from such conduit individual retirement account.

                           (a) Prior to accepting any transfers to which this
                  Section applies, the Administrator may require the Employee to
                  establish that the amounts to be transferred to this Plan meet
                  the requirements of this Section and may also require the
                  Employee to provide an opinion of counsel satisfactory to the
                  Employer that the amounts to be transferred meet the
                  requirements of this Section.

                           (a) This Plan shall not accept any direct or indirect
                  transfers (as that term is defined and interpreted under Code
                  Section 401(a)(11) and the Regulations thereunder) from a
                  defined benefit plan, money purchase plan (including a target
                  benefit plan), stock bonus or profit sharing plan which would
                  otherwise have provided for a life annuity form of payment to
                  the Participant.


                                       43
<PAGE>   53
                           (a) Notwithstanding anything herein to the contrary,
                  a transfer directly to this Plan from another qualified plan
                  (or a transaction having the effect of such a transfer) shall
                  only be permitted if it will not result in the elimination or
                  reduction of any "Section 411(d)(6) protected benefit" as
                  described in Section 7.1.

4.12     VOLUNTARY CONTRIBUTIONS

                                    (a) In order to allow Participants the
                  opportunity to increase their retirement income, each
                  Participant may, at the discretion of the Administrator, elect
                  to voluntarily contribute a portion of his compensation (from
                  1% to 10%, in whole percentages) earned while a Participant
                  under this Plan. Such contributions shall be paid to the
                  Trustee within a reasonable period of time but in no event
                  later than ninety (90) days (effective February 3, 1997, no
                  later than the fifteenth (15th) business day of the month
                  following the month) after the receipt of the contribution.
                  The balance in each Participant's Voluntary Contribution
                  Account shall be fully Vested at all times and shall not be
                  subject to Forfeiture for any reason.

                                    (a) A Participant may, at any time, elect to
                  withdraw his voluntary contributions from his Voluntary
                  Contribution Account and the actual earnings thereon in a
                  manner which is consistent with and satisfies the provisions
                  of Section 6.5, including, but not limited to, all notice and
                  consent requirements of Code Section 411(a)(11) and the
                  Regulations thereunder. If the Administrator maintains
                  sub-accounts with respect to voluntary contributions (and
                  earnings thereon) which were made on or before a specified
                  date, a Participant shall be permitted to designate which
                  sub-account shall be the source for his withdrawal.

                                    In the event such a withdrawal is made, or
                  in the event a Participant has received a hardship
                  distribution from his Participant's Elective Account pursuant
                  to Section 6.11 or pursuant to Regulation
                  1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the
                  Employer, then such Participant shall be barred from making
                  any voluntary contributions to the Trust Fund for a period of
                  twelve (12) months after receipt of the withdrawal or
                  distribution.

                           (a) At Normal Retirement Date, or such other date
                  when the Participant or his Beneficiary shall be entitled to
                  receive benefits, the fair market value of the Voluntary
                  Contribution Account shall be used to provide additional
                  benefits to the Participant or his Beneficiary.

                           (a) The Administrator may direct that voluntary
                  contributions made after a valuation date be segregated into a
                  separate account for each Participant in a federally insured
                  savings account, certificate of deposit in a bank or savings
                  and loan association, money market certificate, or other short
                  term debt security acceptable to the Trustee until such time
                  as the allocations pursuant to this Plan have been made, at
                  which time they may remain segregated or be invested as part
                  of the general Trust Fund, to be determined by the
                  Administrator.

                           (a) All amounts allocated to a Voluntary Contribution
                  Account may be treated as a Directed Investment Account
                  pursuant to Section 4.13.

4.13     DIRECTED INVESTMENT ACCOUNT


                                       44
<PAGE>   54
                           (a) The Administrator, in his sole discretion, may
                  determine that all Participants be permitted to direct the
                  Trustee as to the investment of all or a portion of the
                  interest in any one or more of their individual account
                  balances. If such authorization is given, Participants may,
                  subject to a procedure established by the Administrator and
                  applied in a uniform nondiscriminatory manner, direct the
                  Trustee to invest any portion of their account in specific
                  assets, specific funds or other investments permitted under
                  the Plan and the directed investment procedure. As part of the
                  Directed Investment Account the Administrator may determine
                  that all Participants be permitted to direct the Trustee to
                  acquire, hold and dispose of "qualifying Employer securities"
                  and "qualifying Employer real property," as those terms are
                  defined in the Act, in amounts that exceed the percentage
                  limitation on "qualifying Employer securities" in Section 407
                  of the Act. That portion of the account of any Participant so
                  directing will thereupon be considered a Directed Investment
                  Account, which shall not share in Trust Fund earnings.

                           (a) A separate Directed Investment Account shall be
                  established for each Participant who has directed an
                  investment. Transfers between the Participant's regular
                  account and his Directed Investment Account shall be charged
                  and credited as the case may be to each account. The Directed
                  Investment Account shall not share in Trust Fund earnings, but
                  it shall be charged or credited as appropriate with the net
                  earnings, gains, losses and expenses as well as any
                  appreciation or depreciation in market value during each Plan
                  Year attributable to such account.

                                    ARTICLE I
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND

                  The Administrator shall direct the Trustee, as of each
Anniversary Date, and at such other date or dates deemed necessary by the
Administrator, herein called "valuation date," to determine the net worth of the
assets comprising the Trust Fund as it exists on the "valuation date." In
determining such net worth, the Trustee shall value the assets comprising the
Trust Fund at their fair market value as of the "valuation date" and shall
deduct all expenses for which the Trustee has not yet obtained reimbursement
from the Employer or the Trust Fund.

5.2      METHOD OF VALUATION

                  In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last traded
on such exchange preceding the close of business on the "valuation date." If
such securities were not traded on the "valuation date," or if the exchange on
which they are traded was not open for business on the "valuation date," then
the securities shall be valued at the prices at which they were last traded
prior to the "valuation date." Any unlisted security held in the Trust Fund
shall be valued at its bid price next preceding the close of business on the
"valuation date," which bid price shall be obtained from a registered broker or
an investment banker. In determining the fair market value of assets other than
securities for which trading or bid prices can be obtained, the Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that purpose and rely on the values established by such appraiser or
appraisers.

                                    ARTICLE I


                                       45
<PAGE>   55
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

                  Every Participant may terminate his employment with the
Employer and retire for the purposes hereof on his Normal Retirement Date.
However, a Participant may postpone the termination of his employment with the
Employer to a later date, in which event the participation of such Participant
in the Plan, including the right to receive allocations pursuant to Section 4.4,
shall continue until his Late Retirement Date. Upon a Participant's Retirement
Date, or as soon thereafter as is practicable, the Trustee shall distribute all
amounts credited to such Participant's Combined Account in accordance with
Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

                           (a) Upon the death of a Participant before his
                  Retirement Date or other termination of his employment, all
                  amounts credited to such Participant's Combined Account shall
                  become fully Vested. The Administrator shall direct the
                  Trustee, in accordance with the provisions of Sections 6.6 and
                  6.7, to distribute the value of the deceased Participant's
                  accounts to the Participant's Beneficiary.

                           (a) Upon the death of a Former Participant, the
                  Administrator shall direct the Trustee, in accordance with the
                  provisions of Sections 6.6 and 6.7, to distribute any
                  remaining Vested amounts credited to the accounts of a
                  deceased Former Participant to such Former Participant's
                  Beneficiary.

                           (a) Any security interest held by the Plan by reason
                  of an outstanding loan to the Participant or Former
                  Participant shall be taken into account in determining the
                  amount of the death benefit.

                           (a) The Administrator may require such proper proof
                  of death and such evidence of the right of any person to
                  receive payment of the value of the account of a deceased
                  Participant or Former Participant as the Administrator may
                  deem desirable. The Administrator's determination of death and
                  of the right of any person to receive payment shall be
                  conclusive.

                           (a) The Beneficiary of the death benefit payable
                  pursuant to this Section shall be the Participant's spouse.
                  Except, however, the Participant may designate a Beneficiary
                  other than his spouse if:

                           (1) the spouse has waived the right to be the
                           Participant's Beneficiary, or

                           (1) the Participant is legally separated or has been
                           abandoned (within the meaning of local law) and the
                           Participant has a court order to such effect (and
                           there is no "qualified domestic relations order" as
                           defined in Code Section 414(p) which provides
                           otherwise), or

                           (1) the Participant has no spouse, or

                           (1) the spouse cannot be located.

                                    In such event, the designation of a
                  Beneficiary shall be made on a form satisfactory to the
                  Administrator. A Participant may at any time


                                       46
<PAGE>   56
                  revoke his designation of a Beneficiary or change his
                  Beneficiary by filing written notice of such revocation or
                  change with the Administrator. However, the Participant's
                  spouse must again consent in writing to any change in
                  Beneficiary unless the original consent acknowledged that the
                  spouse had the right to limit consent only to a specific
                  Beneficiary and that the spouse voluntarily elected to
                  relinquish such right. In the event no valid designation of
                  Beneficiary exists at the time of the Participant's death, the
                  death benefit shall be payable to his estate.

                           (a) Any consent by the Participant's spouse to waive
                  any rights to the death benefit must be in writing, must
                  acknowledge the effect of such waiver, and be witnessed by a
                  Plan representative or a notary public. Further, the spouse's
                  consent must be irrevocable and must acknowledge the specific
                  nonspouse Beneficiary.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

                  In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

                           (a) On or before the Anniversary Date coinciding with
                  or subsequent to the termination of a Participant's employment
                  for any reason other than death, Total and Permanent
                  Disability or retirement, the Administrator may direct the
                  Trustee to segregate the amount of the Vested portion of such
                  Terminated Participant's Combined Account and invest the
                  aggregate amount thereof in a separate, federally insured
                  savings account, certificate of deposit, common or collective
                  trust fund of a bank or a deferred annuity. In the event the
                  Vested portion of a Participant's Combined Account is not
                  segregated, the amount shall remain in a separate account for
                  the Terminated Participant and share in allocations pursuant
                  to Section 4.4 until such time as a distribution is made to
                  the Terminated Participant.

                                    Distribution of the funds due to a
                  Terminated Participant shall be made on the occurrence of an
                  event which would result in the distribution had the
                  Terminated Participant remained in the employ of the Employer
                  (upon the Participant's death, Total and Permanent Disability
                  or Normal Retirement). However, at the election of the
                  Participant, the Administrator shall direct the Trustee to
                  cause the entire Vested portion of the Terminated
                  Participant's Combined Account to be payable to such
                  Terminated Participant. However, distribution of funds due to
                  a Terminated Participant from the sale of "qualifying Employer
                  securities" may be made at intervals which correspond to
                  administratively feasible dates after which the Employer
                  values the securities pursuant to Section 5.2. Any
                  distribution under this paragraph shall be made in a manner
                  which is consistent with and satisfies the provisions of
                  Section 6.5, including, but not limited to, all notice and
                  consent requirements of Code Section 411(a)(11) and the
                  Regulations thereunder.

                                    If the value of a Terminated Participant's
                  Vested benefit derived from Employer and Employee
                  contributions does not exceed $3,500


                                       47
<PAGE>   57
                  and has never exceeded $3,500 at the time of any prior
                  distribution, the Administrator shall direct the Trustee to
                  cause the entire Vested benefit to be paid to such Participant
                  in a single lump sum.

                           (a) The Vested portion of any Participant's Account
                  shall be a percentage of the total amount credited to his
                  Participant's Account determined on the basis of the
                  Participant's number of Years of Service according to the
                  following schedule:

                                Vesting Schedule

<TABLE>
<CAPTION>
                  Years of Service                    Percentage
<S>                                                  <C> 
                           1                           20 %
                           2                           40 %
                           3                           60 %
                           4                           80 %
                           5                          100 %
</TABLE>

                                    (a) Notwithstanding the vesting schedule
                  above, upon the complete discontinuance of the Employer's
                  contributions to the Plan or upon any full or partial
                  termination of the Plan, all amounts credited to the account
                  of any affected Participant shall become 100% Vested and shall
                  not thereafter be subject to Forfeiture.

                                    In addition, all amounts credited to the
                  account of any affected Participant shall become 100% Vested
                  and shall not thereafter be subject to Forfeiture upon the
                  occurrence of the following events:

                           (1) the Participant's termination of employment
                           solely as a result of a "reduction in force";
                           provided this provision will be applicable only if
                           the Administrator determines it to apply and if it is
                           applicable to each similarly situated Employee in a
                           uniform and nondiscriminatory manner. For purposes of
                           this Plan, a "reduction in force" occurs when the
                           jobs of a class of Employees are eliminated or
                           consolidated, resulting in an involuntary termination
                           of employment of those affected Employees, pursuant
                           to directions from the Chief Executive Officer of the
                           Employer.

                           (2) the Participant's termination of employment
                           solely as a result of a sale of stock or assets of
                           the Employer to a third person; provided this
                           paragraph (2) shall be applicable only if the
                           Administrator determines it to apply and if it is
                           applicable to each similarly situation Employee in a
                           uniform and nondiscriminatory manner.

                           (a) The computation of a Participant's nonforfeitable
                  percentage of his interest in the Plan shall not be reduced as
                  the result of any direct or indirect amendment to this Plan.
                  For this purpose, the Plan shall be treated as having been
                  amended if the Plan provides for an automatic change in
                  vesting due to a change in top heavy status. In the event that
                  the Plan is amended to change or modify any vesting schedule,
                  a Participant with at least three (3) Years of Service as of
                  the expiration date of the election period may elect to have
                  his nonforfeitable percentage computed under the Plan without
                  regard to such amendment. If a Participant fails to make such
                  election, then such Participant shall be subject to the new
                  vesting schedule.


                                       48
<PAGE>   58
                  The Participant's election period shall commence on the
                  adoption date of the amendment and shall end 60 days after the
                  latest of:

                           (1) the adoption date of the amendment,

                           (1) the effective date of the amendment, or

                           (1) the date the Participant receives written notice
                           of the amendment from the Employer or Administrator.

                           (a)(1) If any Former Participant shall be reemployed
                  by the Employer before a 1-Year Break in Service occurs, he
                  shall continue to participate in the Plan in the same manner
                  as if such termination had not occurred.

                           (1) If any Former Participant shall be reemployed by
                           the Employer before five (5) consecutive 1-Year
                           Breaks in Service, and such Former Participant had
                           received a distribution of his entire Vested interest
                           prior to his reemployment, his forfeited account
                           shall be reinstated only if he repays the full amount
                           distributed to him before the earlier of five (5)
                           years after the first date on which the Participant
                           is subsequently reemployed by the Employer or the
                           close of the first period of five (5) consecutive
                           1-Year Breaks in Service commencing after the
                           distribution. In the event the Former Participant
                           does repay the full amount distributed to him, the
                           undistributed portion of the Participant's Account
                           must be restored in full, unadjusted by any gains or
                           losses occurring subsequent to the Anniversary Date
                           or other valuation date coinciding with or preceding
                           his termination. The source for such reinstatement
                           shall first be any Forfeitures occurring during the
                           year. If such source is insufficient, then the
                           Employer shall contribute an amount which is
                           sufficient to restore any such forfeited Accounts.

                                    (1) If any Former Participant is reemployed
                           after a 1-Year Break in Service has occurred, Years
                           of Service shall include Years of Service prior to
                           his 1-Year Break in Service, and he shall again be
                           able to participate in the Plan upon his date of
                           reemployment with the Employer, subject to the
                           following rules: 

                                (i)    Any Former Participant who under the Plan
                                does not have a nonforfeitable right to any
                                interest in the Plan resulting from Employer
                                contributions shall lose credit for his
                                pre-break service for computing Years of Service
                                for eligibility and for vesting purposes, if his
                                consecutive 1-Year Breaks in Service equal or
                                exceed the greater of (A) five (5) or (B) the
                                aggregate number of his pre-break Years of
                                Service, and shall be considered a new Employee
                                for eligibility and for vesting purposes;

                                (i)    After five (5) consecutive 1-Year Breaks
                                in Service, a Former Participant's Vested
                                Account balance attributable to pre-break
                                service shall not be increased as a result of
                                post-break service;

6.5      DISTRIBUTION OF BENEFITS

                                (a)    The Administrator, pursuant to the
                                election of the Participant, shall direct the
                                Trustee to distribute to a Participant or his


                                       49
<PAGE>   59
                  Beneficiary any amount to which he is entitled under the Plan
                  in one lump-sum payment in cash; provided, however, that any
                  amounts invested in Employer Stock shall be distributed only
                  in shares of Employer Stock.

                           (a) Any distribution to a Participant who has a
                  benefit which exceeds, or has ever exceeded, $3,500 at the
                  time of any prior distribution shall require such
                  Participant's consent if such distribution occurs prior to the
                  later of his Normal Retirement Age or age 62. With regard to
                  this required consent:

                           (1) The Participant must be informed of his right to
                           defer receipt of the distribution. If a Participant
                           fails to consent, it shall be deemed an election to
                           defer the distribution of any benefit. However, any
                           election to defer the receipt of benefits shall not
                           apply with respect to distributions which are
                           required under Section 6.5(c).

                           (1) Notice of the rights specified under this
                           paragraph shall be provided no less than 30 days and
                           no more than 90 days before the first day on which
                           all events have occurred which entitle the
                           Participant to such benefit.

                           (1) Written consent of the Participant to the
                           distribution must not be made before the Participant
                           receives the notice and must not be made more than 90
                           days before the first day on which all events have
                           occurred which entitle the Participant to such
                           benefit.

                           (1) No consent shall be valid if a significant
                           detriment is imposed under the Plan on any
                           Participant who does not consent to the distribution.

                           If a distribution is one to which Code Sections
                           401(a)(11) and 417 do not apply, such distribution
                           may commence less than 30 days after the notice
                           required under Regulation 1.411(a)-11(c) is given,
                           provided that: (1) the Administrator clearly informs
                           the Participant that the Participant has a right to a
                           period of at least 30 days after receiving the notice
                           to consider the decision of whether or not to elect a
                           distribution (and, if applicable, a particular
                           distribution option), and (2) the Participant, after
                           receiving the notice, affirmatively elects a
                           distribution.

                           (a) Notwithstanding any provision in the Plan to the
                  contrary, the distribution of a Participant's benefits shall
                  be made in accordance with the following requirements and
                  shall otherwise comply with Code Section 401(a)(9) and the
                  Regulations thereunder (including Regulation 1.401(a)(9)-2),
                  the provisions of which are incorporated herein by reference:

                           (1) A Participant's benefits shall be distributed to
                           him not later than April 1st of the calendar year
                           following the later of (i) the calendar year in which
                           the Participant attains age 70 1/2 or (ii) the
                           calendar year in which the Participant retires,
                           provided, however, that this clause (ii) shall not
                           apply in the case of a Participant who is a "five (5)
                           percent owner" at any time during the five (5) Plan
                           Year period ending in the calendar year in which he
                           attains age 70 1/2 or, in the case of a Participant
                           who becomes a "five (5) percent owner" during any
                           subsequent Plan Year, clause (ii) shall no longer
                           apply and the required beginning date shall be the
                           April 1st of the calendar


                                       50
<PAGE>   60
                           year following the calendar year in which such
                           subsequent Plan Year ends. Notwithstanding the
                           foregoing, clause (ii) above shall not apply to any
                           Participant unless the Participant had attained age
                           70 1/2 before January 1, 1988 and was not a "five (5)
                           percent owner" at any time during the Plan Year
                           ending with or within the calendar year in which the
                           Participant attained age 66 1/2 or any subsequent
                           Plan Year.

                           (1) Distributions to a Participant and his
                           Beneficiaries shall only be made in accordance with
                           the incidental death benefit requirements of Code
                           Section 401(a)(9)(G) and the Regulations thereunder.

                           (a) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse may, at the
                  election of the Participant or the Participant's spouse, be
                  redetermined in accordance with Regulations. The election,
                  once made, shall be irrevocable. If no election is made by the
                  time distributions must commence, then the life expectancy of
                  the Participant and the Participant's spouse shall not be
                  subject to recalculation.

                           (a) All annuity Contracts under this Plan shall be
                  non-transferable when distributed. Furthermore, the terms of
                  any annuity Contract purchased and distributed to a
                  Participant or spouse shall comply with all of the
                  requirements of the Plan.

                           (a) If a distribution is made at a time when a
                  Participant is not fully Vested in his Participant's Account
                  (employment has not terminated) and the Participant may
                  increase the Vested percentage in such account:

                           (1) a separate account shall be established for the
                           Participant's interest in the Plan as of the time of
                           the distribution; and

                           (1) at any relevant time, the Participant's Vested
                           portion of the separate account shall be equal to an
                           amount ("X") determined by the formula:

                           X equals P(AB plus (R x D)) - (R x D)

                           For purposes of applying the formula: P is the Vested
                           percentage at the relevant time, AB is the account
                           balance at the relevant time, D is the amount of
                           distribution, and R is the ratio of the account
                           balance at the relevant time to the account balance
                           after distribution.

6.6      DISTRIBUTION OF BENEFITS UPON DEATH

                                    (a) The death benefit payable pursuant to
                  Section 6.2 shall be paid to the Participant's Beneficiary in
                  one lump-sum payment in cash subject to the rules of Section
                  6.6(b); provided, however, that any amount invested in
                  Employer Stock shall be distributed only in shares of Employer
                  Stock.

                           (a) Notwithstanding any provision in the Plan to the
                  contrary, distributions upon the death of a Participant shall
                  be made in accordance with the following requirements and
                  shall otherwise comply with Code Section 401(a)(9) and the
                  Regulations thereunder. If it is determined


                                       51
<PAGE>   61
                  pursuant to Regulations that the distribution of a
                  Participant's interest has begun and the Participant dies
                  before his entire interest has been distributed to him, the
                  remaining portion of such interest shall be distributed at
                  least as rapidly as under the method of distribution selected
                  pursuant to Section 6.5 as of his date of death. If a
                  Participant dies before he has begun to receive any
                  distributions of his interest under the Plan or before
                  distributions are deemed to have begun pursuant to
                  Regulations, then his death benefit shall be distributed to
                  his Beneficiaries by December 31st of the calendar year in
                  which the fifth anniversary of his date of death occurs.

                                    However, the 5-year distribution requirement
                  of the preceding paragraph shall not apply to any portion of
                  the deceased Participant's interest which is payable to or for
                  the benefit of a designated Beneficiary. In such event, such
                  portion may, at the election of the Participant (or the
                  Participant's designated Beneficiary), be distributed over a
                  period not extending beyond the life expectancy of such
                  designated Beneficiary provided such distribution begins not
                  later than December 31st of the calendar year immediately
                  following the calendar year in which the Participant died.
                  However, in the event the Participant's spouse (determined as
                  of the date of the Participant's death) is his Beneficiary,
                  the requirement that distributions commence within one year of
                  a Participant's death shall not apply. In lieu thereof,
                  distributions must commence on or before the later of: (1)
                  December 31st of the calendar year immediately following the
                  calendar year in which the Participant died; or (2) December
                  31st of the calendar year in which the Participant would have
                  attained age 70 1/2. If the surviving spouse dies before
                  distributions to such spouse begin, then the 5-year
                  distribution requirement of this Section shall apply as if the
                  spouse was the Participant.

6.7      TIME OF SEGREGATION OR DISTRIBUTION

                  Except as limited by Sections 6.5 and 6.6, whenever the
Trustee is to make a distribution on or as of an Anniversary Date, the
distribution may be made on such date or as soon thereafter as is practicable.
However, unless a Former Participant elects in writing to defer the receipt of
benefits (such election may not result in a death benefit that is more than
incidental), the payment of benefits shall occur not later than the 60th day
after the close of the Plan Year in which the latest of the following events
occurs: (a) the date on which the Participant attains the earlier of age 65 or
the Normal Retirement Age specified herein; (b) the 10th anniversary of the year
in which the Participant commenced participation in the Plan; or (c) the date
the Participant terminates his service with the Employer.

6.8      DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                  In the event that all, or any portion, of the distribution
payable to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of


                                       52
<PAGE>   62
age 62 or his Normal Retirement Age, remain unpaid solely by reason of the
inability of the Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after further diligent effort,
to ascertain the whereabouts of such Participant or his Beneficiary, the amount
so distributable may be treated as a Forfeiture pursuant to the Plan. In the
event a Participant or Beneficiary is located subsequent to his benefit being
reallocated, such benefit shall be restored.

6.10     PRE-RETIREMENT DISTRIBUTION

                  The Administrator, at the election of the Participant, shall
direct the Trustee to distribute to such Participant all or part of his Rollover
Account and/or his Voluntary Contribution Account, except as provided in Section
4.11(c). At such time as a Participant shall have attained the age of 59 1/2
years, the Administrator, at the election of the Participant, shall direct the
Trustee to distribute all or a portion of his Participant's Elective Account. In
the event that the Administrator makes such a distribution, the Participant
shall continue to be eligible to participate in the Plan on the same basis as
any other Employee. Any distribution made pursuant to this Section shall be made
in a manner consistent with Section 6.5, including, but not limited to, all
notice and consent requirements of Code Section 411(a)(11) and the Regulations
thereunder.

                  A Participant shall not receive more than one (1)
pre-retirement distribution in any six (6) month period.

                  Notwithstanding the above, pre-retirement distributions from a
Participant's Elective Account shall not be permitted prior to the Participant
attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

                           (a) The Administrator, at the election of the
                  Participant, shall direct the Trustee to distribute to any
                  Participant up to the lesser of 100% of his Participant's
                  Elective Account valued as of the last Anniversary Date or
                  other valuation date or the amount necessary to satisfy the
                  immediate and heavy financial need of the Participant. Any
                  distribution made pursuant to this Section shall be deemed to
                  be made as of the first day of the Plan Year or, if later, the
                  valuation date immediately preceding the date of distribution,
                  and the Participant's Elective Account shall be reduced
                  accordingly. Withdrawal under this Section shall be authorized
                  only if the distribution is on account of:

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

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

                                    (1) Payment tuition, room and board expenses
                           and related educational fees for the next twelve (12)
                           months of post-secondary education for the
                           Participant, his spouse, children, or dependents; or

                           (1) Payments necessary to prevent the eviction of the
                           Participant from his principal residence or
                           foreclosure on the mortgage of the Participant's
                           principal residence.


                                       53
<PAGE>   63
                           (a) No distribution shall be made pursuant to this
                  Section unless the Administrator, based upon the Participant's
                  representation and such other facts as are known to the
                  Administrator, determines that all of the following conditions
                  are satisfied:

                           (1) The distribution is not in excess of the amount
                           of the immediate and heavy financial need of the
                           Participant. The amount of the immediate and heavy
                           financial need may include any amounts necessary to
                           pay any federal, state, or local income taxes or
                           penalties reasonably anticipated to result from the
                           distribution;

                           (1) The Participant has obtained all distributions,
                           other than hardship distributions, and all nontaxable
                           (at the time of the loan) loans currently available
                           under all plans maintained by the Employer;

                                    (1) The Plan, and all other plans maintained
                           by the Employer, provide that the Participant's
                           elective deferrals and voluntary Employee
                           contributions will be suspended until the next Entry
                           Date (as defined in Section 3.3) following the twelve
                           (12) month period beginning with the Participant's
                           receipt of the hardship distribution or, the
                           Participant, pursuant to a legally enforceable
                           agreement, will suspend his elective deferrals and
                           voluntary Employee contributions to the Plan and all
                           other plans maintained by the Employer until the next
                           Entry Date following the twelve (12) month period
                           beginning with the Participant's receipt of the
                           hardship distribution; and

                           (1) The Plan, and all other plans maintained by the
                           Employer, provide that the Participant may not make
                           elective deferrals for the Participant's taxable year
                           immediately following the taxable year of the
                           hardship distribution in excess of the applicable
                           limit under Code Section 402(g) for such next taxable
                           year less the amount of such Participant's elective
                           deferrals for the taxable year of the hardship
                           distribution.

                           (a) Notwithstanding the above, distributions from the
                  Participant's Elective Account pursuant to this Section shall
                  be limited solely to the Participant's total Deferred
                  Compensation as of the date of distribution, reduced by the
                  amount of any previous distributions pursuant to this Section
                  and Section 6.10.

                           (a) Any distribution made pursuant to this Section
                  shall be made in a manner which is consistent with and
                  satisfies the provisions of Section 6.5, including, but not
                  limited to, all notice and consent requirements of Code
                  Section 411(a)(11) and the Regulations thereunder.

6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

                  All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).


                                       54
<PAGE>   64
6.13     DIRECT ROLLOVER

                           (a) Notwithstanding any provision of the Plan to the
                  contrary that would otherwise limit a distributee's election
                  under this Section, a distributee may elect, at the time and
                  in the manner prescribed by the Plan Administrator, to have
                  any portion of an eligible rollover distribution paid directly
                  to an eligible retirement plan specified by the distributee in
                  a direct rollover.

                           (a) For purposes of this Section the following
                  definitions shall apply:

                           (1) An eligible rollover distribution is any
                           distribution of all or any portion of the balance to
                           the credit of the distributee, except that an
                           eligible rollover distribution does not include: any
                           distribution that is one of a series of substantially
                           equal periodic payments (not less frequently than
                           annually) made for the life (or life expectancy) of
                           the distributee or the joint lives (or joint life
                           expectancies) of the distributee and the
                           distributee's designated beneficiary, or for a
                           specified period of ten years or more; any
                           distribution to the extent such distribution is
                           required under Code Section 401(a)(9); and the
                           portion of any distribution that is not includible in
                           gross income (determined without regard to the
                           exclusion for net unrealized appreciation with
                           respect to employer securities).

                           (1) An eligible retirement plan is an individual
                           retirement account described in Code Section 408(a),
                           an individual retirement annuity described in Code
                           Section 408(b), an annuity plan described in Code
                           Section 403(a), or a qualified trust described in
                           Code Section 401(a), that accepts the distributee's
                           eligible rollover distribution. However, in the case
                           of an eligible rollover distribution to the surviving
                           spouse, an eligible retirement plan is an individual
                           retirement account or individual retirement annuity.
                           (1) A distributee includes an Employee or former
                           Employee. In addition, the Employee's or former
                           Employee's surviving spouse and the Employee's or
                           former Employee's spouse or former spouse who is the
                           alternate payee under a qualified domestic relations
                           order, as defined in Code Section 414(p), are
                           distributees with regard to the interest of the
                           spouse or former spouse.

                           (1) A direct rollover is a payment by the plan to the
                           eligible retirement plan specified by the
                           distributee.

                                    ARTICLE I
                    AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1      AMENDMENT

                           (a) The Employer, by resolution of the Board of
                  Directors, may amend, modify, change, revise or discontinue
                  this Plan by amendment at any time. The Board of Directors
                  hereby grants to the chief operating officer and the senior
                  administrative officer of the Employer the joint right and
                  authority to amend the Plan 1) to take into account provisions
                  that are required due to changes in state and federal law
                  including, but not limited to, statutes, regulations and
                  administrative orders, and 2) to alter provisions


                                       55
<PAGE>   65
                  that do not have a material financial impact on the Employer,
                  Plan or Trust. An amendment by the Board of Directors shall be
                  accomplished by a resolution adopted by the Board of Directors
                  at a meeting held in accordance with the requirements of the
                  Employer's code of regulations. An amendment by the
                  above-mentioned officers of the Employer shall be accomplished
                  by a jointly signed written document memorializing the
                  amendment.

                           (a) No amendment to the Plan shall be effective if it
                  authorizes or permits any part of the Trust Fund (other than
                  such part as is required to pay taxes and administration
                  expenses) to be used for or diverted to any purpose other than
                  for the exclusive benefit of the Participants or their
                  Beneficiaries or estates; or causes any reduction in the
                  amount credited to the account of any Participant; or causes
                  or permits any portion of the Trust Fund to revert to or
                  become property of the Employer.

                           (a) Except as permitted by Regulations, no Plan
                  amendment or transaction having the effect of a Plan amendment
                  (such as a merger, plan transfer or similar transaction) shall
                  be effective to the extent it eliminates or reduces any
                  "Section 411(d)(6) protected benefit" or adds or modifies
                  conditions relating to "Section 411(d)(6) protected benefits"
                  the result of which is a further restriction on such benefit
                  unless such protected benefits are preserved with respect to
                  benefits accrued as of the later of the adoption date or
                  effective date of the amendment. "Section 411(d)(6) protected
                  benefits" are benefits described in Code Section 411(d)(6)(A),
                  early retirement benefits and retirement-type subsidies, and
                  optional forms of benefit.

7.2      TERMINATION

                           (a) The Employer shall have the right at any time to
                  terminate the Plan by delivering to the Trustee and
                  Administrator written notice of such termination. Upon any
                  full or partial termination, all amounts credited to the
                  affected Participants' Combined Accounts shall become 100%
                  Vested as provided in Section 6.4 and shall not thereafter be
                  subject to forfeiture, and all unallocated amounts shall be
                  allocated to the accounts of all Participants in accordance
                  with the provisions hereof.

                           (a) Upon the full termination of the Plan, the
                  Employer shall direct the distribution of the assets of the
                  Trust Fund to Participants in a manner which is consistent
                  with and satisfies the provisions of Section 6.5.
                  Distributions to a Participant shall be made in cash or in
                  property or through the purchase of irrevocable
                  nontransferable deferred commitments from an insurer. Except
                  as permitted by Regulations, the termination of the Plan shall
                  not result in the reduction of "Section 411(d)(6) protected
                  benefits" in accordance with Section 7.1(c).

7.3      MERGER OR CONSOLIDATION

                  This Plan may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the


                                       56
<PAGE>   66
elimination or reduction of any "Section 411(d)(6) protected benefits" in
accordance with Section 7.1(c).

7.4      LOANS TO PARTICIPANTS

                                    (a) The Trustee may, in the Trustee's
                  discretion, make loans to Participants and Beneficiaries who
                  are "parties-in-interest" as that term is defined under the
                  Act, under the following circumstances: (1) loans shall be
                  made available to all Participants and Beneficiaries who are
                  "parties-in-interest" on a reasonably equivalent basis; (2)
                  loans shall not be made available to Highly Compensated
                  Employees in an amount greater than the amount made available
                  to other Participants and Beneficiaries; (3) loans shall bear
                  a reasonable rate of interest; (4) loans shall be adequately
                  secured; and (5) shall provide for repayment over a reasonable
                  period of time.

                           (a) Loans made pursuant to this Section (when added
                  to the outstanding balance of all other loans made by the Plan
                  to the Participant) shall be limited to the lesser of:

                           (1) $50,000 reduced by the excess (if any) of the
                           highest outstanding balance of loans from the Plan to
                           the Participant during the one year period ending on
                           the day before the date on which such loan is made,
                           over the outstanding balance of loans from the Plan
                           to the Participant on the date on which such loan was
                           made, or

                           (1) one-half (1/2) of the present value of the
                           non-forfeitable accrued benefit of the Participant
                           under the Plan.

                           (a) Loans shall provide for level amortization with
                  payments to be made not less frequently than quarterly over a
                  period not to exceed five (5) years. However, loans used to
                  acquire any dwelling unit which, within a reasonable time, is
                  to be used (determined at the time the loan is made) as a
                  principal residence of the Participant shall provide for
                  periodic repayment over a reasonable period of time that may
                  exceed five (5) years.

                           (a) Any loans granted or renewed shall be made
                  pursuant to a Participant loan program. Such loan program
                  shall be established in writing and must include, but need not
                  be limited to, the following:

                           (1) the identity of the person or positions
                           authorized to administer the Participant loan
                           program;

                           (1) a procedure for applying for loans;

                           (1) the basis on which loans will be approved or
                           denied;

                           (1) limitations, if any, on the types and amounts of
                           loans offered;

                           (1) the procedure under the program for determining a
                           reasonable rate of interest;

                           (1) the types of collateral which may secure a
                           Participant loan; and


                                       57
<PAGE>   67
                           (1) the events constituting default and the steps
                           that will be taken to preserve Plan assets.

                                    Such Participant loan program shall be
                  contained in a separate written document which, when properly
                  executed, is hereby incorporated by reference and made a part
                  of the Plan. Furthermore, such Participant loan program may be
                  modified or amended in writing from time to time without the
                  necessity of amending this Section.

                                    ARTICLE I
                                  MISCELLANEOUS

8.1      PARTICIPANT'S RIGHTS

                  This Plan shall not be deemed to constitute a contract between
the Employer and any Participant or to be a consideration or an inducement for
the employment of any Participant or Employee. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained in
the service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

8.2      ALIENATION

                           (a) Subject to the exceptions provided below, no
                  benefit which shall be payable out of the Trust Fund to any
                  person (including a Participant or his Beneficiary) shall be
                  subject in any manner to anticipation, alienation, sale,
                  transfer, assignment, pledge, encumbrance, or charge, and any
                  attempt to anticipate, alienate, sell, transfer, assign,
                  pledge, encumber, or charge the same shall be void; and no
                  such benefit shall in any manner be liable for, or subject to,
                  the debts, contracts, liabilities, engagements, or torts of
                  any such person, nor shall it be subject to attachment or
                  legal process for or against such person, and the same shall
                  not be recognized by the Trustee, except to such extent as may
                  be required by law.

                           (a) This provision shall not apply to the extent a
                  Participant or Beneficiary is indebted to the Plan, as a
                  result of a loan from the Plan. At the time a distribution is
                  to be made to or for a Participant's or Beneficiary's benefit,
                  such proportion of the amount distributed as shall equal such
                  loan indebtedness shall be paid by the Trustee to the Trustee
                  or the Administrator, at the direction of the Administrator,
                  to apply against or discharge such loan indebtedness. Prior to
                  making a payment, however, the Participant or Beneficiary must
                  be given written notice by the Administrator that such loan
                  indebtedness is to be so paid in whole or part from his
                  Participant's Combined Account. If the Participant or
                  Beneficiary does not agree that the loan indebtedness is a
                  valid claim against his Vested Participant's Combined Account,
                  he shall be entitled to a review of the validity of the claim
                  in accordance with procedures provided in Sections 2.12 and
                  2.13.

                           (a) This provision shall not apply to a "qualified
                  domestic relations order" defined in Code Section 414(p), and
                  those other domestic relations orders permitted to be so
                  treated by the Administrator under the provisions of the
                  Retirement Equity Act of 1984. The Administrator shall
                  establish a written procedure to determine the qualified
                  status of domestic relations orders and to administer
                  distributions under such qualified orders. Further, to the
                  extent provided under a "qualified domestic relations order,"
                  a former


                                       58
<PAGE>   68
                  spouse of a Participant shall be treated as the spouse or
                  surviving spouse for all purposes under the Plan.

8.3      CONSTRUCTION OF PLAN

                  This Plan shall be construed and enforced according to the Act
and the laws of the State of Connecticut, other than its laws respecting choice
of law, to the extent not preempted by the Act.

8.4      GENDER AND NUMBER

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

8.5      LEGAL ACTION

                  In the event any claim, suit, or proceeding is brought
regarding the Trust and/or Plan established hereunder to which the Trustee or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee or Administrator, they shall be entitled to be
reimbursed from the Trust Fund for any and all costs, attorney's fees, and other
expenses pertaining thereto incurred by them for which they shall have become
liable.

8.6      PROHIBITION AGAINST DIVERSION OF FUNDS

                           (a) Except as provided below and otherwise
                  specifically permitted by law, it shall be impossible by
                  operation of the Plan or of the Trust, by termination of
                  either, by power of revocation or amendment, by the happening
                  of any contingency, by collateral arrangement or by any other
                  means, for any part of the corpus or income of any trust fund
                  maintained pursuant to the Plan or any funds contributed
                  thereto to be used for, or diverted to, purposes other than
                  the exclusive benefit of Participants, Retired Participants,
                  or their Beneficiaries.

                           (a) In the event the Employer shall make an excessive
                  contribution under a mistake of fact pursuant to Act Section
                  403(c)(2)(A), the Employer may demand repayment of such
                  excessive contribution at any time within one (1) year
                  following the time of payment and the Trustees shall return
                  such amount to the Employer within the one (1) year period.
                  Earnings of the Plan attributable to the excess contributions
                  may not be returned to the Employer but any losses
                  attributable thereto must reduce the amount so returned.

8.7      BONDING

                  Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against


                                       59
<PAGE>   69
any loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Act Section 412(a)(2)), and the bond shall be in a form approved
by the Secretary of Labor. Notwithstanding anything in the Plan to the contrary,
the cost of such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.

8.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

                  Neither the Employer nor the Trustee, nor their successors,
shall be responsible for the validity of any Contract issued hereunder or for
the failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

8.9      INSURER'S PROTECTIVE CLAUSE

                  Any insurer who shall issue Contracts hereunder shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

8.10     RECEIPT AND RELEASE FOR PAYMENTS

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

8.11     ACTION BY THE EMPLOYER

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

8.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                  The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the Administrator and (3) the Trustee. The named Fiduciaries shall have only
those specific powers, duties, responsibilities, and obligations as are
specifically given them under the Plan. In general, the Employer shall have the
sole responsibility for making the contributions provided for under Section 4.1;
and shall have the sole authority to appoint and remove the Trustee and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate, in whole or in part, the Plan. The Administrator shall have the
sole responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan. The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except those
assets, the management of which has been assigned to an Investment Manager, who
shall be solely responsible for the management of the assets assigned to it, all
as specifically provided in the Plan. Each named Fiduciary warrants that


                                       60
<PAGE>   70
any directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire into
the propriety of any such direction, information or action. It is intended under
the Plan that each named Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under the Plan. No
named Fiduciary shall guarantee the Trust Fund in any manner against investment
loss or depreciation in asset value. Any person or group may serve in more than
one Fiduciary capacity. In the furtherance of their responsibilities hereunder,
the "named Fiduciaries" shall be empowered to interpret the Plan and Trust and
to resolve ambiguities, inconsistencies and omissions, which findings shall be
binding, final and conclusive.

8.13     HEADINGS

                  The headings and subheadings of this Plan have been inserted
for convenience of reference and are to be ignored in any construction of the
provisions hereof.

8.14     APPROVAL BY INTERNAL REVENUE SERVICE

                           (a) Notwithstanding anything herein to the contrary,
                  contributions to this Plan are conditioned upon the initial
                  qualification of the Plan under Code Section 401. If the Plan
                  receives an adverse determination with respect to its initial
                  qualification, then the Plan may return such contributions to
                  the Employer within one year after such determination,
                  provided the application for the determination is made by the
                  time prescribed by law for filing the Employer's return for
                  the taxable year in which the Plan was adopted, or such later
                  date as the Secretary of the Treasury may prescribe.

                           (a) Notwithstanding any provisions to the contrary,
                  except Sections 3.6, 3.7, and 4.1(d), any contribution by the
                  Employer to the Trust Fund is conditioned upon the
                  deductibility of the contribution by the Employer under the
                  Code and, to the extent any such deduction is disallowed, the
                  Employer may, within one (1) year following the disallowance
                  of the deduction, demand repayment of such disallowed
                  contribution and the Trustee shall return such contribution
                  within one (1) year following the disallowance. Earnings of
                  the Plan attributable to the excess contribution may not be
                  returned to the Employer, but any losses attributable thereto
                  must reduce the amount so returned.

8.15     UNIFORMITY

                  All provisions of this Plan shall be interpreted and applied
in a uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.


                                       61
<PAGE>   71
                  IN WITNESS WHEREOF, this Plan has been executed the day and
year first above written.


CUNO INCORPORATED



By:  /s/ Ronald C.  Drabik
----------------------------------------------------
EMPLOYER


                                       62